TUCSON

Arena Site DevelopmentRequest for Proposal 14-2Rio Nuevo Multi-Purpose Facilities District400 W. Congress, Suite 152Tucson, Arizona 85701

June 30, 2014 at 2:00 p.m.

HIGHLINE

ORIGINAL

table of contents1. Contact Information A. Primary Contact B. Contracting Entity

2. Executive Summary

3. Questionnaire and Affi davit

4. Project Description A. Details B. Concept Site Plan and Elevations C. Site Utilization D. Context E. Circulation Plan

5. Consistency with District Goals A. District Development Parameters B. District and City Of Tucson Area Plans and Policies

6. Proposer Qualifi cations

7. Proposer Business Plan

8. Financial Capacity A. Funding Strategy B. Funding Sources C. Previous Experience with Funding Sources D. Financial Capacity to Complete Project

9. Requested District Assistance A. Proposed Business Terms B. Comparison to Public Benefi t C. Quantitative and Qualitative Public Benefi ts

10. Project Schedule

11. Property Purchase or Lease

1. contact information

B. CONTRACTING ENTITY

A. PRIMARY CONTACT

Peach Properties HM, Inc. • CEO Ron Schwabe44 E. Broadway Boulevard, Unit 300 • Tucson, Arizona 85701 •

phone: (520) 798-3331 • fax: (520) 798-1288 • ron@peachprops.com • www.peachprops.com

Peach Properties cultivates a sense of place, harmonizing new development with historical urban hubs and iconic neighborhoods. Since its establishment more than 30 years ago under the direction of CEO Ron Schwabe, Peach has developed more than 3,000 residential units and 600,000 square feet of commercial space totaling $155,000,000 in projects within 5 western states. Half of these ventures involved historic reuse development. Recently, Peach has become involved in many new and exciting endeavors aimed at revitalizing Tucson, Arizona’s, downtown core. Peach Properties is proud of its role in promoting and developing a vibrant, sustainable Tucson.

STRATEGIC PARTNERS

Peach Properties’ Strategic Partners Include: » Holualoa Companies » Williams and Dame Development (Portland, Oregon)» Equity investors John & Scott Stiteler» Arizona Department of Transportation» Alliance Bank of Arizona» HUD HOME» Vantage West Credit Union» Compass Bank» Wells Fargo Bank» The Industrial Development Authority of the City of Tucson» The Industrial Development Authority of the County of Pima

COMPANY EXPERTISE

» Attracting investors and establishing investment partnerships» Overseeing construction projects» Navigating regulatory and environmental requirements» Promoting historic redevelopment and mixed-use neighborhoods» Fostering collaborative community relationships» Managing properties

» Developing and redeveloping commercial and residential real estate with:

o Innovative high-quality designo Aesthetic, functional planning compatible with surrounding developmento Functional and appropriate transitions to adjacent propertieso Input from the community and adjacent neighborhoods

2. executive summaryWe are pleased to present our response to the Rio Nuevo Arena Site RFP 14-2. This 8.4 acre site represents one of Tucson’s last remaining opportunities to secure the success of its western gateway as a vibrant, connected, mixed-use destination and sustainable economic engine. There are several important elements to our proposal that we believe defi ne this opportunity for Rio Nuevo and Tucson. These ideas are described in detail in our response to the RFP, but in summary include:The Tucson Highline: Develop an interconnected pedestrian bike path along the established but underdeveloped Historic El Paso Rail Road line, featuring an elevated north/south pedestrian/bicycle crossing over Congress Street and connecting Cushing and Granada, and providing connections to our development and the Norgen exhibition hall to the east.Public Parking: Develop a parking structure to provide at least 1200 public parking spaces with podium retail at the north and west edges. Mixed-Use Development:New Retail/Commercial: Development includes two restaurants, a 17,000 s/f fi tness center, plus development of 30,000 square feet of podium retail at street level lining the hotel and residential structures. There is a signifi cant lack of modern, sustainable, class “A” offi ce space in downtown Tucson. This project fulfi lls that need and features 125,000 s/f of class “A”, LEED certifi ed offi ce space.Hotel: We are working with Drury Hotel group, which has completed preliminary plans for a 160 room hotel product at the 8.4 acre site.Residential: Our proposal includes 320 residential units. The residences will provide needed workforce housing, at market rate, with an additional number of affordable rate units.Peach has established a solid track record for bringing the necessary team together to execute projects throughout Tucson’s downtown. Our development team has an unmatched track record for strategic planning and implementation and has successfully completed comparable mixed-use development projects. The core team comprised of Peach, Ryan, Swaim, and Oxford are responsible for an excess of more than $150,000,000 in Downtown Tucson development projects. The team we have assembled is the “home team”. The home team is passionate about creating the best foundation and development framework for a long term, vital, and vibrant west gate urban neighborhood.We are prepared to purchase the entire subject parcel at its full value based on $14.50/square foot of land, for a total of $5,350,000.

Sincerely,

Ron SchwabePeach Properties

Peach Properties HM Inc

F-0972919-3

1,795,28139,000

125,000229,281Hotel 142,000

320

1801500

122’ 10 floors12

1,402613

$119,567,109

Ron Schwabe, President/CEO

Jeanne Tolin, Vice-President

(See aached)

Peach Properties HM Inc

Ron Schwabe, CEO, Peach Properties, Developer

Phil Swaim, Prinical Architect, Swaim Associates, Lead Architect

John Strimaer, Chairman/Southwest, Ryan Companies, Builder

Douglas Marsh, Designated Broker, Oxford Realty Advisors, Office, Retail, Restaurant Leasing

Ron Schwabe

Manager

C/O Peach Properties, 44 E. B’way Blvd #300, Tucson AZ 85701

Ron@peachprops.com

520-349-2785

Has the proposing entity or any of its principals or its principal's affiliates currently involved in any litigation or claims against the District including any threatened claim or litigation? If "Yes," provide details about such proceedings.

From the Rio Neuvo RFP:

The Arena Site is also subject to a dispute between the City and Peach Properties HM, Inc. ("Peach"). In 2010, the City issued an RFP, R.P. #2407, for purchase or lease of the Arena Site. On July 6, 2011, after review of proposals submitted, the Tucson Mayor and City Council directed the City Manager to "begin the process for developing a preliminary development agreement" with Peach. After a period of time, no agreement was reached or presented to the City Council for approval. Via letter dated July 25, 2012, Peach submitted a Notice of Claim under A.R.S. Section 12-821.01 to the City, asserting a claim for lost profits, business and economic opportunity for the City's failure to "proceed into negotiations with Peach” on the Arena Site Tucson RFP and offering to accept $1,900,000 in settlement of that claim. Peach reiterated its claim in a letter dated October 30, 2012. To date, no lawsuit has been filed and served against the City by Peach, and no Notice of Claim has been submitted to the District regarding the Arena Site.

4. project descriptionA. DETAILS

B. CONCEPT SITE PLAN AND

ELEVATIONS

C. SITE UTILIZATION

D. CONTEXT

E. CIRCULATION PLAN

Gross Square Footage: 1,793,281 SF• Commercial - 39,000 SF• Offi ce - 125,000 SF• Residential - 229,281 SF• Hotel - 140,000 SF, 160 Rooms• Number of Residential Units - 320 Rental Units• Number of Parking Spaces - 1200 Structure, 150 Surface Pedestrian access to 1500 spaces in State Parking Garage• Building Height (feet and stories) - 122’, 10 Floors• Estimated Number of Construction Jobs - 1,019• Estimated Number of Permanent Jobs - 613• Estimated Value of Project - $111,795,859• Construction Cost• Project Cost• Sales Tax

Please see attached.

We will use the entire site.

The Tucson Highline will enhance and integrate with the adjacent context.• The midrise hotel and offi ce complex on the north half of the site are

appropriate in scale to the federal courthouse and state offi ce building on Congress, and will functionally support the courts and governmental center to the east. It will also create a gateway into downtown.

• The two level, 1200 space, parking structure spread over the site will provide convenient access to the Norgen Exhibition Hall, TCC and Modern Street Car. It also provides a podium to raise the hotel rooms, offi ces and residential units above the freeway, and provide better views across downtown.

• The residential units and retail terrace down towards Granada and Cushing to be sensitive to the residential scale of the El Presidio Neighborhood to the south.

• The hotel will provide much needed support for the TCC and Gem Show.

The attached circulation plan identifi es the access and circulation within and around the site.• The Highline and Greenway create a multi-modal spine connecting the

entire development to Congress, Cushing and the Modern Street Car.• ADOT will not allow any access from the frontage road. • Pedestrian circulation would be enhanced signifi cantly to the Norgen

Exhibition Hall, TCC and Downtown with access to Granada south of the Federal Courthouse parking.

• The pedestrian bridge over Congress to the State garage provides expanded parking opportunities for the entertainment district and Tucson Highline.

4. project descriptionB. SITE PLAN

1. Drury Hotel

2. Restaurant

3. Offi ce Building

4. Residential

5. Retail space

6. Elevated Greenway

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4. project descriptionB. ELEVATIONS

4. project descriptionE. CIRCULATION

PLAN

EXHIBITION HALL OFFICE

FEDERAL COURTS

HOTEL

OFFICE

OFFICE RESIDENTIAL

RETAIL

STATE OFFICES

STATE PARKING GARGAGE

TCC

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BARRIO VIEJO

PARKING ACCESS

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GREENWAY PARKING ACCESS

PARKING ACCESS

VEHICULAR STREETCAR PEDESTRIAN BICYCLE VERTICAL

5. consistency with district goals5A. DISTRICT

DEVELOPMENT PARAMETERS

The Rio Nuevo Multipurpose Facilities District was approved by voters in 1999 to promote the revitalization of Downtown Tucson. The district development parameters include shifting Downtown Tucson’s focus towards creating an inviting, lively, and pedestrian-friendly environment to attract businesses and become a destination for residents and visitors. Our proposal incorporates these design criteria, including pedestrian friendly walkways and plazas, shading, public art, and resource conservation. Some of the ways we address these criteria with our proposal are:• The Tucson Highline will create a pedestrian friendly, multi-use path connection

from the street car stop to Congress and includes public plazas and open space, parking, and activation of the adjacent Norgen exhibition hall.

• In support of the important Historic El Paso Railway alignment, a pedestrian/bicycle bridge over Congress will connect the Tucson Highline and our development to the under-utilized State parking garage on the north side.

• Our mixed-use development of residential, hotel, offi ce, retail, restaurant, recreation, and parking supports the Rio Nuevo and City goals and planning policies.

• We have an agreement with one of Tucson’s oldest and strongest local restaurateurs. This, with the addition of the 160 room Drury Hotel, will create a gateway from the west and the freeway into downtown Tucson.

• The retail and residential development near Granada and Cushing will begin at a lower level and terrace up in height to be sensitive to the residential scale of the Barrio Viejo neighborhood to the South.

• The two level parking structure podium with the mid- to high-rise buildings above will create an appropriate scale for the adjacent freeway.

• The development will integrate sustainable and green strategies such as water harvesting, shade, and possible LEED certifi cation.

It is also a District goal to ensure the development is supported by the community, adjacent neighborhoods, and stakeholders downtown. Peach and Swaim have a long history of successfully working with diverse groups and building consensus for complex projects. Swaim’s connection to seven Metropolitan Pima Alliance Common Ground Awards are representative of that success. We have already begun that process here.• We have met with Norgen several times to coordinate the vision and design

concepts. Norgen has now been incorporating the Highline approach in their design.

• We have been communicating with Rio Nuevo, City of Tucson, and the Downtown Tucson Partnership to understand goals and priorities. To date, all have voiced positive support for the project approach.

• We are very familiar with the issues associated with the Gem Show and some of the coordination necessary, most recently with the TCC Arena Renovation.

• For the past few years we have been coordinating with the Modern Street Car.

5. consistency with district goals

5B. DISTRICT AND CITY OF

TUCSON AREA PLANS AND

POLICIES

Recently there has been a positive step forward for the Rio Nuevo District, including the removal of oversight from the State of Arizona and a settlement with the City of Tucson that clears the way for more activity. The Rio Nuevo District has become proactive by supporting the new Marriot Hotel in the downtown near Broadway and 5th Avenue. Within the Rio Nuevo District and directly to the west of the RFP site and connected to the 8.4 acre site by the Tucson Modern Streetcar line, the Gadsden development has seen steady growth and activity and features new residential construction, new senior housing, and new commercial units with retail, restaurant, bakery, and other uses. The Peach team has been very active in helping to create the downtown’s “East End”. The team is very excited to focus its efforts on the downtown’s “West End”, which will provide a western bookend for Tucson’s rapidly emerging urban environment. Our proposal for the 8.4 acres integrates both the West side and East side of the newly vibrant Downtown core. The City of Tucson is scheduled to commence operation of the Tucson Modern Streetcar during the summer of 2014 and there is a Streetcar stop to the south of the 8.4 acres. This signifi cant transportation initiative will further activate connections between areas of the Downtown and the 4th Avenue/University of Arizona area. Our project will be integrated into these new developments coming from both the Rio Nuevo District and the City of Tucson.The site also has available numerous development incentives and is within the City of Tucson Downtown Core Financial Incentive District, Downtown Parking District, Rio Nuevo & Downtown Zone, and the Infi ll Incentive area. It is zoned OCR-2 which permits a number of uses including offi ce, commercial, and high-density residential uses. In addition, this project provides needed parking that will support the Tucson Convention Center, the Gem Show, and the adjacent Exhibition Hall.Our proposal will create new residential housing, new offi ce tenants, new hotel usage, and provide 1,402 construction jobs, 613 permanent jobs, and $78,284,535 in economic activity.

6. proposer qualifi cationsRON SCHWABE Peach Properties HM Inc. and Ron Schwabe, CEO and President of Peach,

will be key participants in the execution of the proposed project. Peach Properties and Ron Schwabe, are eminently qualifi ed to take on the development of the Rio Nuevo Multipurpose Facilities District Property Arena Site. As Tucson institutions, Peach and Ron Schwabe are sensitive to the concerns of community members who see their neighborhoods changing rapidly around them. Mr. Schwabe has worked with and received input from many neighborhood organizations in the past and will continue to do so with any new development. With more than 30 years of development experience, an assembly of ready, willing and able strategic partners, and a keen understanding of Tucson’s past glories as well as its current and future needs for new growth, Peach and its CEO are uniquely situated to take on this project. Peach, which is primarily a real estate development and property management company, was established in the early 1980s by Ron Schwabe. In the last 30 years, Peach has developed more than 3,000 residential units and 600,000 square feet of commercial space for a grand total of $155,000,000 in projects completed within 5 western states.Peach and Ron Schwabe have a proven track record of seeing projects through from conception to completion. To help achieve this record, Peach has collaborated with a number of important investors, banks, developers, and other strategic partners. One of these strategic partners, Holualoa Companies, partnered with Peach in the $10 million redevelopment of the Armory Park Apartments in Tucson, Arizona. Part of this project, known as "The Herbert," renewed and re-purposed an iconic 1970s-era building located in a quiet Armory Park neighborhood just one block from the modern streetcar and close to downtown Tucson's restaurants, bars, and cultural attractions. With its strikingly appointed studio and 1 bedroom apartments, The Herbert provides Tucson's growing population of young professionals with new residential options.Peach also partnered with Williams and Dame, a Portland, Oregon, development company, in the $9.5 million redevelopment of One North Fifth at the corner of Congress and Fifth Avenue in Tucson's downtown core. Peach envisioned that this development would rejuvenate a former public housing building by creating affordable and market rate apartments and 24 square feet of new and freestanding renovated retail, which was the fi rst new retail on Congress Street in over 57 years. This project included studio and one bedroom fl ats with modern architectural features and expansive city views visible from private balconies. Located in the heart of Tucson, the Scott Broadway Building project, also developed by Peach, included 52,000 square feet of offi ce space, 6,000 square feet of ground fl oor retail space, and four penthouse condo units. Situated in the middle of the Tucson business and government district, this property is now in active use after being derelict for a number of years. Key tenants occupying the building include the Providence Service Corporation, the Sonoran Institute, and Penca Restaurant. Peach Properties also operates out of this beautiful building with its unique blend of brick, glass and steel.

6. proposer qualifi cationsPHIL SWAIM Swaim Associates has been providing planning and design services since 1969.

Swaim Associates, Ltd. has a long history in Tucson, striving to create innovative, contemporary architecture appropriate to the traditions, culture, and ecology of the southwest. Drawing upon the diverse design skills and experience of our architects and consulting engineers, we assemble teams tailored to the particular requirements of each project.Phil Swaim, Lead Architect, joined his father at Swaim Associates in 1985, becoming the president in 1992. Phil’s passion is creating sustainable communities with dynamic architecture. His special contributions to a project are achieving consensus and shared vision among diverse user groups and incorporating innovative design into every building. Phil also has extensive experience developing partnerships between public entities.AC MarriottSwaim Associates in association with FORS Architects is designing a mixed-use development anchored by AC Marriott at Broadway and 5th Avenue that includes 10,000 square feet of retail, a 200 space parking garage, and 140 hotel rooms wrapped around the 6th fl oor swimming pool overlooking Broadway. Construction begins in December, 2014.

Unisource Energy HeadquartersSwaim Associates partnered with DAVIS Architects to design the mixed-use LEED Gold building which includes 270,000 square feet of offi ces and retail space and is located on the modern streetcar line in downtown Tucson. Key features include an 18” raised fl oor system for air distribution and a 150,000 gallon cistern under the entry plaza to store and distribute rainwater for irrigation.

St. Joseph’s HospitalSwaim Associates worked with Carondelet, the City of Tucson and adjacent neighborhoods to develop a PAD to expand the complex St. Joseph’s Hospital campus. The subsequent development includes a 300 space parking garage, 164,000 square foot Women’s Health and Neurological Center, 103,000 medical offi ce building, and upgraded central plant.

University of Arizona Highland CommonsThis 84,000 square foot facility brings together the Campus Health Services and the nationally recognized Disability Resource Center. The Highland Commons is integrated in the 4-block master plan Swaim Associates developed for this area of campus, providing academics, housing, retail, and services around a central quad.

Tucson ArenaDesigned to achieve LEED Silver certifi cation, the 12,000 seat arena incorporates passive heating and cooling for outdoor concourses, day lighting, water harvesting, and an exhibit and gallery space to support local museum projects. 360 Architecture and Swaim Associates’ design recognizes the building’s function as an integral part of the larger “community” of facilities planned as part of Downtown Tucson’s civic district.

6. proposer qualifi cationsJOHN

STRITTMATTERRyan Companies is a leading national commercial real estate fi rm offering integrated design-build, development and real estate management services to customers. We specialize in offi ce, industrial, retail, health care, alternative energy, hospitality, higher education, mission critical, public sector and mixed-use projects across the United States. From its early roots in northern Minnesota, the company has expanded its Minneapolis base of operations to include offi ces in Chicago, Milwaukee, Phoenix, Austin, San Diego and Tampa as well as Cedar Rapids, Davenport and Des Moines, Iowa.John Strittmatter has been around the construction industry his entire life and has a broad understanding of the numerous facets involved in the development, fi nancing, and construction process. As Chairman of Ryan’s Southwest Division, John continues to manage the development and construction of Marina Heights, the multi-year, 2 million square foot, mixed use campus. He remains an integral part of the division by providing industry-leading quality, integrity, and professionalism to ensure that future projects are consistent with Ryan’s objective of building lasting relationships. John is known for his ability to lead by example. He fosters an atmosphere that promotes both customer and employee success through implementing the best professional practices.Unisource Energy HeadquartersWhile working closely with DAVIS/Swaim Associates, Ryan led the development, design, and construction of this 250,000 square foot corporate headquarters building in downtown Tucson, Arizona. The nine-story building provides improved working space for more than 425 people. It also includes retail space, a conference center, and 500 parking spaces. The LEED Gold building’s rectangular footprint minimizes exposure to direct sunlight and an integrated shade structure shields its western face. A photovoltaic array helps power the building, including electric vehicle charging stations for employees and visitors.Desert Ridge Corporate CenterThis corporate center is only one part of Ryan’s Desert Ridge development, which is being built on an Arizona state land ground lease. Ryan also built the 120,000 square foot medical campus and 18,200 square feet of retail on the site. Located on Phoenix’s 101 freeway, this premiere location has great access and visibility in the rapidly growing location of North Phoenix. Phase I and II of the Corporate Center are four-story, class “A” offi ce buildings with a three-level parking structure. Phase III will include another parking structure and a four-level building boasting a new, more contemporary design.Marina Heights CampusThe design-build team of Ryan Companies and DAVIS, in collaboration with Sunbelt Holdings and a large Midwestern insurance company, has produced a “LEED Silver” design concept that covers an area of approximately 20 acres and includes fi ve offi ce towers of varying heights, three to four stand-alone retail buildings, and two below-grade parking garage levels. This will be the largest offi ce development in Arizona. Construction costs are estimated at $600 million. Retail amenities will complement the transit-oriented development. The site will also feature a lakeside plaza which will be open to the public. The total project will consist of approximately 2,040,000 gross square feet of offi ce and retail space and 8,600 parking spaces.

6. proposer qualifi cationsDOUGLAS E.

MARSH

JOHN DIRNBERGER

Douglas E. Marsh, Designated Broker, President of Oxford Realty Advisors, real estate broker tasked with leasing commercial properties in the Arena Site. Mr. Marsh received his real estate license in 1979 and has been in Tucson for over 35 years. In the last 10 years, has had involvement in the vast majority of the new offi ce development in Tucson including over three quarters of a million square feet with over $200,000,000 in value. Additionally he has transacted deals in almost all of the major building in the Tucson market either as a landlord or tenant representative.Specialization:• Exclusive owner representation for marketing of professional offi ce and

medical buildings• Exclusive tenant/buyer representation of corporate offi ce/medical leasing or

building acquisitions.• Financial analysis of lease, sale and development projects for investments• Development of multi-tenant and build-to-suit offi ce/medical buildings • Development consulting

Drury Development Corporation is a family-owned business controlled by Charles L. Drury and immediate family. John Dirnberger is the Director of Development for Drury Development Corporation, a developer of real estate (primarily Drury Inns) and a 50% shareholder of Drury Hotels Corporation. The Drury family of companies currently own and operate over 130 properties (19,000+ rooms) throughout the Central United States. We personally stand behind our promise to make every visit to a Drury-owned hotel comfortable and relaxing. In fact, we guarantee complete satisfaction. Our entire team is committed to excellence. We’ve been recognized by J.D. Power and Associates for ranking the highest in guest satisfaction among mid-scale hotel chains with limited service for each of the past eight years. This basic philosophy fi ts the needs of today’s traveler and positions Drury-owned hotels for growth and success in the future. Quality is found in every aspect of a Drury-owned hotel. Solid construction of concrete and masonry leads to a building that is virtually soundproof and fi re resistant and can be renovated without expensive structural changes. Other hotels operated by Drury, including Hampton Inn, Holiday Express, and Staybridge, can draw from the same resources, which have made Drury Inns, Inc. a leader in quality. The future holds the promise of expansion, with new Drury-owned properties built implementing innovations that meet the ever-changing needs of our customers. Our team of developers, designers, architects, and contractors are among the best in the business and our solid performance record supports new development. We had fi ve projects under construction in 2013. Years of hotel experience and diverse in-house services give us the ability to operate a wide range of market segments and franchise brands, from full-service to mid-market to budget hotels. We’re working today to ensure that the next generation of Drury-owned hotels operate with the same basic values of quality, value, and guest satisfaction that have made Drury successful in the past.

D. PROOF OF GOOD

STANDING

6. proposer qualifi cations

The Partners

Swaim Associates Offi ce Building

Swaim Associates Awards

Cornerstone Building Foundation Architect of the Year Award, 2012 Architect of the Year Award, 2004 Architect of the Year Award, 1997American Institute of Architects Arizona Firm of the Year Award, 2006Sporting Chance Center Metropolitan Pima Alliance Common Ground, Community Building, 2013Unisource Headquarters for Tucson Electric Power - LEED Gold Certifi ed Metropolitan Pima Alliance Common Ground Award, 2011 NAIOP Offi ce Building of the Year, 2011Vail Academy and High School - LEED Gold Certifi ed Metropolitan Pima Alliance Common Ground Award, 2010Reid Park Zoo Conservation Learning Center - LEED Platinum Certifi ed Metropolitan Pima Alliance Common Ground Award, 2008 Arizona Parks & Recreation Assoc. Outstanding Facility Award, 2008 Sonoran Institute Green Building Award, 2008Brandi Fenton Memorial Park Tucson/Pima Historical Commission, Historic Preservation, 2008 Arizona Public Works Project of the Year, 2006 Metropolitan Pima Alliance Common Ground Award, 2005Ed Marley, AIA Arizona Architects Medal, 2004Phil Swaim, AIA AIA Arizona Phil Dinsmore Award, 2004University of Arizona Highland Commons AIA Arizona Kemper Goodwin Award, 2004Alliance of Construction Trades Architect of the Year, 2000Peach Properties’ Strategic Partners

• Holualoa Companies • Williams and Dame Development (Portland, Oregon)• Equity investors John & Scott Stiteler• Arizona Department of Transportation• Alliance Bank of Arizona• HUD HOME• Vantage West Credit Union• Compass Bank• Wells Fargo Bank• The Industrial Development Authority of the City of Tucson• The Industrial Development Authority of the County of Pima

6. proposer qualifi cationsE. REFERENCES

Peach Properties

Swaim AssociatesClients in Arizona using our fi rm in the last three to fi ve years:Name of Client: Unisource EnergyContact: Scott Rathbun, Facilities ManagerTelephone Number: (520) 917-8499Address: 88 E. Broadway, Tucson, AZ 85701E-mail: srathbun@tep.comLength of Relationship: Since 2009Name of Client: University of ArizonaContact: Debra Johnson, Facilities Design & ConstructionTelephone Number: (520) 626-2420Address: P.O. Box 210300, Tucson, AZ 85721Length of Relationship: Since 1999Name of Client: Vail School District No. 20Contact: Al Flores, Director, Facilities & TransportationTelephone Number: (520) 879-2050Address: P.O. Box 800, Vail, AZ 85641E-mail: fl oresa@vail.k12.az.usLength of Relationship: Since 1997Name of Client: Pima CountyContact: Chuck Huckelberry, County AdministratorTelephone Number: (520) 724-8751Address: 130 W. Congress, 10th Floor, Tucson, AZ 85701E-mail: chh@pima.govLength of Relationship: Since 1993Name of Client: Sinfonia/Providence Service CorporationContact: Fletcher McCuskerTelephone Number: 520-547-0090Address: 1 East Toole, Tucson AZ 85701 E-mail: fjmccusker@sinfoniahealth.comLength of Relationship: Four yearsName of Client: Holualoa CompaniesContact: Mike KasserTelephone Number: 520-615-1094Address: 3573 E. Sunrise Dr STE 225, Tucson AZ 85718E-mail: kasser@holualoa.comLength of Relationship: Three yearsName of Client: Williams & Dame DevelopmentContact: Homer WilliamsTelephone Number: 503-227-6593Address: 1308 NW Everett Street, Portland OR 97209E-mail: homer@wddcorp.comLength of Relationship: Nine years

7. proposer business planCommercial Market Demand*:Offi ce net rents, $16.50 to $17.00 a s/f per year. Tucson offi ce market inventory and deliveries is currently at 0.1 millions of s/f, well below the historic average of 0.4 millions of s/f, and signifi cantly below the highs of 0.7 millions in 2004 and 2008. Tenant Improvement allowances needed, $40 to $50 a s/f over 5 to 10 years. Parking charges are supported, with some incentives such as a percentage of free or reduced spots, granted to tenants depending on whether they are currently located downtown or not. Market brokerage fees based on full service leases, 6% fi rst fi ve, 3% second fi ve, and 2% next.*Doug Marsh, Oxford Realty Advisors and CoStar 2014 First Class Offi ce

Retail/Restaurant Market Demand*:Recent restaurant leases in the downtown have seen rates to $23 a s/f, with Tenant Improvement allowances of up to $90,000 for infrastructure, plumbing, HVAC and demising, with the restaurant responsible for fi xtures and equipment. Retail rent rates at $18 for new class A space are supported by recent activity in the downtown, concessions include $40 to $50 a s/f Tenant Improvement allowances, and three to six months free rent.*Peach Properties

Residential Market Demand*:Herbert Residential, 144 units, recently renovated downtown apartment building, minimal amenities, limited on-site parking, 91% occupied on the way to fully leased, average rent rate $1.74 per s/f per month.One North Fifth, 96 units renovated downtown apartment building, minimal amenities, tenant paid parking at adjacent garage, 100% occupied with extensive waiting list, average rent rate for studios and one bedrooms in 2013 was $1.71 per s/f per month.Julian Drew, 53 units very limited onsite parking, minimal amenities, average for one bedrooms $1.63 per s/f per month, 95% occupancy.*Peach Properties

Hotel: Drury Hotel has committed to the project, they are looking to expand to Tucson and we are excited to have them on board as a key partner in the viability of this project.

Total Project Space Utilization: the team will use the entire parcel, and we intent to take down the purchase in one transaction. In order to accommodate parking during the Gem show season, and the one year time frame of the Greyhound notifi cation, the project will be constructed in a north phase and then a south phase.

Project development costs, including all construction costs, soft costs, and contingencies, along with all revenues, expenses, debt service, taxes and other assessments for at least ten years, along with reasonable assumptions, are provided in the following Proforma.

Lot Size 390,084Parcel Numbers 116-20-1350 249384

116-20-136A 104579

116-20-1390 36121

Zoning OCR-2Commercial, Retail, ResidentialTucson AZNEW CONSTRUCTION

Residential Units 320 UnitsNet Rentable Residential 199,375 S/FResidential Common Areas, Hallways, Office 29,906 S/FCommercial Office 125,000 S/FCommercial Retail/Restaurant/Fitness Center 39,000 S/FHotel 180 Units 142,000 S/FParking/Podium (not including commercial) 630,000 S/FTotal Building 1,795,281 S/FLand Square Feet 390,084 S/FParking 1500 Spots

RESIDENTIAL/COMMERCIAL PROFORMA

Units Type Avg Bed s/f Total S/F Avg Monthly Annual Rent per s/f320 Rental Units 623 199,375 $1,153 $4,426,125 $1.85 per month

Gross Potential Rent $4,426,125Less Vacancy 10% ($442,613)Less Concessions 0.38% ($16,819)Less Non Revenue Units ($11,100)Less Bad Debt 0.10% ($4,426)Adjusted Gross Potential Rent $3,951,167Other IncomeMisc. Residential Income $192,000Commercial Income $551,213Parking Income $1,440,000Total Other Income $2,183,213Effective Gross Income $6,134,380Expenses ($1,363,649)Net Operating Income $4,770,731Net Income After Reserves $4,675,316

PROJECT COSTS

Price per

Project Costs/Sources and Uses Total Per S/F Residential Unit

SOURCESLoan Proceeds $47,415,743Landowner Equity 390,084 s/f valued at $14.50 a s/f $5,656,218Drury Hotel Development $27,000,000Investor Equity $10,995,148Rio Nuevo Owned Parking Garage $28,500,000Total Sources $108,571,961 $119,567,109

USESAcquisitionLand Cost $5,656,218 $14.50 $17,676

DevelopmentResidential Hard Construction Costs 229,281 @ $112.00 s/f $25,679,500 $110.00 $80,248

Commercial Hard Construction Costs (Shell)

Office 125,000 @ $105.00 s/f $13,125,000 $80.00Retail 30,000 @ $80.00 s/f $2,400,000 $80.00Restaurant 6,000 @ $85.00 s/f $510,000 $80.00Fitness Center 20,000 @ $100.00 s/f $2,000,000 $80.00Hotel 180 @ $150,000 unit $27,000,000 $80.00

Soft Costs 15% of hard construction costs $6,755,250

Contingency 10% of hard construction costs $4,503,500

Parking/Podium 1,500 @ $19,000 s/f $28,500,000 $89,063$110,473,250 $283.20

Financing Costs, Conventional 2% $948,315

Capitalized Interest Months 12 Interest (Only) Rate 5.25% $2,489,327

Total Development Costs $119,567,109 $66.60

Economic Impact * Jobs Indirect and Induced ActivitiesNew Multi-Family Housing Units 522 $20,057,076

New Commercial Structures 527 $34,690,506

Parking/Podium 353 $23,536,953

TOTAL 1,402 $78,284,535

* Source: Strategic Economic Research

These Proforma projections are preliminary only and are subject to change

PEACH RESPONSE TO RFP 14-2 PROFORMA

Estimated Estimated Estimated Estimated

Income Per Year Per Month Per Unit Per S.F. Notes

Gross Market Rent $4,426,125 $368,844 $13,832 $22.20 1

Gross Potential Rent $4,426,125 $368,844 $13,832 $22.20

Vacancy Loss 10% ($442,613) ($36,884.38) ($1,383.16) ($2.22) 2

Concessions 0.38% ($16,819) ($1,401.61) ($52.56) ($0.08) 3

Non Revenue Unit (1 Studio) ($11,100) ($925.00) ($34.69) ($0.06) 4

Bad Debt 0.10% ($4,426) ($368.84) ($13.83) ($0.02) 5

Adjusted Gross Potential Rent $3,951,167 $329,264 $12,347 $19.82

Economic Occupancy

Other Income

Other Income $50 per unit $192,000 $16,000 $50 $0.96 6

Commercial Income $551,213 $45,934 $1,722.54 $0.31 7

Parking Income $80 per spot $1,440,000 $120,000 $4,500.00 $3.69 8

Total Other Income $2,183,213 $181,934 $6,273 $4.96

Effective Gross Income $6,134,380 $511,198 $18,620 $24.78

Operating Expenses Per Year Per Month Per Unit Per S.F. Notes

Payroll & Benefits ($211,269) ($17,605.77) ($660.22) ($1.06)

General & Administrative ($60,541) ($5,045.05) ($189.19) ($0.30)

Repairs & Maintenance ($76,160) ($6,346.67) ($238.00) ($0.38)

Contract Services ($112,432) ($9,369.37) ($351.35) ($0.56)

Advertising & Promotion ($69,189) ($5,765.77) ($216.22) ($0.35)

Utilities ($304,000) ($25,333.33) ($950.00) ($1.52)

Insurance ($104,960) ($8,746.67) ($328.00) ($0.53)

Apartment Prep/Turnover ($53,760) ($4,480.00) ($168.00) ($0.27)

Management Fee 5% ($197,558) ($16,463.20) ($617.37) ($0.99)

Gross Receipts Tax 2.5% ($98,779) ($8,231.60) ($308.68) ($0.50)

Property Taxes ($75,000) ($6,250.00) ($472.97) ($0.38)

Total Operating Expense ($1,363,649) ($113,637) ($4,500) ($6.84)

Net Operating Income $4,770,731 $397,561 $14,120 $17.94

Replacement Reserves 2% $95,415 $7,951 $298.17 $0.05

Net Cash Flow After Reserves $4,675,316 $389,610 $13,822 $17.89

PEACH RESPONSE TO RFP 14-2 OPERATING FORECAST

Income Assumptions

1. Gross Market Rent

Based on market estimates from Peach Properties June 2014.

2. Vacancy Loss

Assumes current market conditions from Peach Properties management of 1200 units.

3. Concessions

Includes early lease singing rebates of $25.

4. Non Revenue Units

One unit onsite manager at no charge.

5. Bad Debt

Based on recent other properties.

6. Other Income

Application fees, damages, NSF, late charges, and lockouts.

7. Commercial Income

Commercial rent rates are based on current and projected market rate.

8. Parking Income

Parking rates based on current Tucson market rates.

Operating Expense Assumptions

Unless otherwise noted, all expenses are from the Proforma Budget 2014.

Insurance

Unless otherwise noted, all expenses are from the Proforma Budget 2014.

Management Fee

Unless otherwise noted, all expenses are from the Proforma Budget 2014.

Property Taxes

Unless otherwise noted, all expenses are from the Proforma Budget 2014.

Replacement Reserves

Unless otherwise noted, all expenses are from the Proforma Budget 2014.

PEACH RESPONSE TO RFP 14-2 FINANCIAL SUMMARY NOTES

INC

OM

EY

ear

1Y

ear

2Y

ear

3Y

ear

4Y

ear

5Y

ear

6Y

ear

7Y

ear

8Y

ear

9Y

ear

10G

ross

Mar

ket

Ren

t$4

,426

,125

$4,5

58,9

09$4

,695

,676

$4,8

36,5

46$4

,981

,643

$5

,13

1,0

92

$5

,28

5,0

25

$5

,44

3,5

75

$5

,60

6,8

83

$5

,77

5,0

89

Oth

er In

com

e$1

92,

000

$197

,760

$203

,693

$209

,804

$216

,098

$2

22

,58

1$

22

9,2

58

$2

36

,13

6$

24

3,2

20

$2

50

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6A

dju

sted

Gro

ss P

ote

nti

al R

ent

Vac

ancy

Lo

ss($

4,6

18,1

25)

($3,

647,

127)

($1,

173,

919)

($48

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5)($

498,

164

)($

51

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09

)($

52

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)($

54

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)($

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s$0

$0$0

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$0

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its

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($3,

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$4,5

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$4

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6,5

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$4

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1,7

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$5

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$5

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$5

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$3,6

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$3

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2,3

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$3

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2,3

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$3

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$3

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2,3

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$3

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$288

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$1,0

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$1,2

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$1,3

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$9,1

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$9

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0,4

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$9

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$9

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$9

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$1

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Gro

ss In

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14

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$1

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4$

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8,9

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$1

5,2

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Pay

roll

& B

enef

its

($2

11,2

69)

($21

7,60

7)($

224,

135)

($23

0,86

0)($

237,

785

)($

24

4,9

19

)($

25

2,2

66

)($

25

9,8

34

)($

26

7,6

29

)($

27

5,6

58

)G

ener

al &

Ad

min

istr

ativ

e($

60,5

41)

($62

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)($

64,2

27)

($66

,154

)($

68,1

39)

($7

0,1

83

)($

72

,28

9)

($7

4,4

57

)($

76

,69

1)

($7

8,9

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)R

epai

rs &

Mai

nte

nan

ce($

76,1

60)

($78

,445

)($

80,7

98)

($83

,222

)($

85,7

19)

($8

8,2

90

)($

90

,93

9)

($9

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67

)($

96

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($9

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)C

on

trac

t Se

rvic

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)($

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($11

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($12

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($1

30

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0)

($1

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($1

38

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8)

($1

42

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($1

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9)

Ad

vert

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g &

Pro

mo

tio

n($

69,1

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($71

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($75

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)($

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($8

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)($

82

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($8

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)($

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($9

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tilit

ies

($3

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00)

($31

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0)($

322,

514)

($33

2,18

9)($

342,

155

)($

35

2,4

19

)($

36

2,9

92

)($

37

3,8

82

)($

38

5,0

98

)($

39

6,6

51

)In

sura

nce

($1

04,9

60)

($10

8,10

9)($

111,

352)

($11

4,69

3)($

118,

133

)($

12

1,6

77

)($

12

5,3

28

)($

12

9,0

88

)($

13

2,9

60

)($

13

6,9

49

)A

par

tmen

t P

rep

/Tu

rno

ver

($53

,760

)($

55,3

73)

($57

,034

)($

58,7

45)

($60

,507

)($

62

,32

3)

($6

4,1

92

)($

66

,11

8)

($6

8,1

02

)($

70

,14

5)

Man

agem

ent

Fee

($1

97,5

58)

($20

3,48

5)($

209,

590)

($21

5,87

7)($

222,

354

)($

22

9,0

24

)($

23

5,8

95

)($

24

2,9

72

)($

25

0,2

61

)($

25

7,7

69

)G

ross

Rec

eip

ts T

ax($

98,7

79)

($10

1,74

3)($

104,

795)

($10

7,93

9)($

111,

177

)($

11

4,5

12

)($

11

7,9

48

)($

12

1,4

86

)($

12

5,1

31

)($

12

8,8

84

)P

rop

erty

Tax

es($

75,0

00)

($77

,250

)($

79,5

68)

($81

,955

)($

84,4

13)

($8

6,9

46

)($

89

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4)

($9

2,2

41

)($

95

,00

8)

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58

)

Op

erat

ing

Exp

ense

($1

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)($

1,40

4,55

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1,44

6,69

5)($

1,49

0,09

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1,53

4,79

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1,5

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($1

,62

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1,6

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($1

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)($

1,7

79

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Net

Op

erat

ing

Inco

me

($8

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$1,0

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$12,

259,

443

$12,

588,

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$1

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16

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3$

13

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0,4

66

$1

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91

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$1

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lace

men

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eser

ves

($16

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)($

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($16

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)($

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($17

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)($

17

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($1

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($1

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)($

19

,41

9)

Net

Cas

h F

low

Aft

er R

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($7

96,1

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$1,0

73,5

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$12,

276,

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$12,

606,

293

$1

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3$

13

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64

$1

3,3

10

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$1

3,8

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5

Year

1Ye

ar 2

Year

3Ye

ar 4

Year

5Ye

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Year

7Ye

ar 8

Year

9Ye

ar 1

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roje

cted

Incr

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$ P

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Per

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Per

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Year

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Year

8$

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Year

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10

Off

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8. fi nancial capacityA. FUNDING

STRATEGY

B. FUNDING SOURCES

D. FINANCIAL CAPACITY TO

COMPLETE PROJECT

C. PREVIOUS EXPERIENCE

WITH FUNDING SOURCES

The most important question embodied in this RFP is found under proposer fi nancial capacity: “describe a clear strategy to fund all project costs”. The complexities and challenges of urban mixed-use development are immense. The inherent challenges of funding gaps for infrastructure expenses routinely encountered in urban development, such as environmental issues, parking, drainage, etc., render many prime urban development sites into decades of vacant weed patches.Our approach to the development and fi nancing of the subject 8.4 acre site is very simple. First we deal with ground down/horizontal infrastructure fi nancing needs. Second we proceed with vertical development.Peach has vast experience in the realities of successfully navigating uncovered infrastructure expenses for mixed-use developments. Over the past 30 years peach has utilized a plethora of non-conventional fi nancial resources to overcome funding gaps for infrastructure costs for developments throughout the western United States. Locally in Tucson we have tapped Brownfi eld funds for numerous environmental issues in the Union Pacifi c warehouse zone which allowed our redevelopment of more than 80,000 s/f of historic warehouses. We sponsored one of the regions fi rst Community Facilities District (CFD) fundings for infrastructure costs on our 12 acre Fountains at La Cholla campus-of-care development at La Cholla and Orange Grove. Our RFP pioneering project “Depot Plaza” would not have become a reality without our ability to tap federal Home funds for the development of One North Fifth Apartments and commercial space.Potential environmental issues, structured parking requirements, drainage, and infrastructure needs will require our team’s experience and ability in the engagement of public–private co-operation and support for pre-vertical development costs.As you can see detailed in our fi nancial model, based on our concept plan we are anticipating a gap for podium parking structure/infrastructure needs. It is our intention to substantially address this funding gap with HUD 108 and Community Facilities District funds. We feel it is both realistic and appropriate that the Rio Nuevo Facility District source funding support similar to the structure utilized for the AC hotel on the downtown’s east end.Now for the easy part… As you can see from our concept plan illustrations, our development is a conventional vertical development from the podium deck up. The level of comprehension and comfort of conventional lender and private equity funding for vertical podium development is very strong.Essentially there are three major pieces to the private development side of this project: hotel, offi ce/commercial, and residential. We are extremely fortunate that our team is comprised of one of America’s strongest privately-held hotel chains, Drury Hotels, and Ryan Companies, which is one of the nation’s strongest offi ce builder developers, along with Peach Properties, the most active downtown Tucson residential developer.All team members have deep and proven track records of knowing their product and market, and the capability of fi nancing it with both debt and equity. Private equity partners available for this project include Holualoa Companies, Alliance Bank of Arizona, and Vantage West Credit Union.

9. requested district assistanceA. PROPOSED

BUSINESS TERMS

B & C. PUBLIC BENEFITS

Rio Nuevo will build and own the parking structure. The project will lease back parking.GPLET for 8- years for the hotel, offi ce and associated retail/restaurant/fi tness center.HUD 108 loan: 20 amortization period, interest only for years 1-3, years 4-20 interest rate to equal 10 year treasury plus up to 250 pts.Site Specifi c Sales Tax: years 1-3 45% of all City of Tucson sales tax to be applied to public infrastructure improvements. Years 4-8: 30% of all City of Tucson sales tax to be reimbursed to the developer. In order to receive the reimbursement, developer must be current on HUD 108 loan repayment. If not, reimbursement will be applied toward loan repayment.

Comparison to Public Benefi t and Quantitative and Qualitative Public Benefi ts

During construction, the project will create 1,086 jobs and will bring $78,284,535 in indirect and induced activities (see Proforma). The economic activity created by this $119,567,109 project will bring new tax revenue into the Rio Nuevo TIF district. This exceeds the requested district assistance for building the parking garage.Upon completion this project will provide 613 permanent jobs to the downtown core.

Sq Ft/Emp

Occupancy Total Emps

160 room limited service hotel

0.5 100% 80 *Occupancy refers to the use of the building, not the room occupancy rate for the hotel

6000 sq ft restaurant

100 100% 60 *This employment level accounts for multiple shifts

15,000 sq ft retail 350 95% 41

18,000 sq ft fi tness center

650 100% 28 *If the fi tness center is 24 hr, total employment would be higher

125,000 sq ft Class “A” offi ce

300 95% 396

Residential 8 From Peach Properties, on-site managers and maintenance dept.

Total: 613

*Source: City of Tucson Economic Initiatives Program

10. project schedule

SCHEDULE ASSUMPTIONS

• Site infrastructure and Phase 1 grading to begin construction in March , 2015 after the Gem Show• Phase 1, hotel, north parking structure and offi ce to begin construction in March, 2015 after the Gem Show.• Phase 1 will be fast tracked with initial grading /foundation package, core/shell package, and interiors package.• The completion of the Phase 1 restaurants will be timed to match the completion of the hotel.• Phase 2, residential, south parking structure, and fi tness center to begin construction in March, 2016 after the Gem Show

and/or one year after the approved site development plan allowing for the relocation of the Greyhound Bus Station.

Task Name Duration Start Finish

Award 1 day Mon 9/1/14 Mon 9/1/14

Site 349 days? Tue 9/2/14 Fri 1/1/16Planning 80 days? Tue 9/2/14 Mon 12/22/14Design 88 days? Wed 10/1/14 Fri 1/30/15Permits 45 days? Mon 12/1/14 Fri 1/30/15Construction 220 days? Mon 3/2/15 Fri 1/1/16

Financing 129 days Tue 9/2/14 Fri 2/27/15

Phase One North 458 days? Wed 10/1/14 Fri 7/1/16

Phase One North Parking 283 days? Wed 10/1/14 Sun 11/1/15Design 88 days? Wed 10/1/14 Sun 2/1/15Permits 30 days? Mon 2/2/15 Sun 3/15/15Construction 175 days? Mon 3/2/15 Sun 11/1/15

Drury Hotel 413 days? Wed 10/1/14 Sun 5/1/16Design 153 days? Wed 10/1/14 Fri 5/1/15Permits 22 days? Fri 5/1/15 Mon 6/1/15Construction 305 days? Mon 3/2/15 Sun 5/1/16

Office Complex 458 days? Wed 10/1/14 Fri 7/1/16Design 174 days? Wed 10/1/14 Mon 6/1/15Permits 23 days? Mon 6/1/15 Wed 7/1/15Construction 285 days? Mon 6/1/15 Fri 7/1/16

Restaurant/Commercial Space 261 days? Fri 5/1/15 Sun 5/1/16Design 66 days? Fri 5/1/15 Sat 8/1/15Permits 22 days? Mon 8/3/15 Tue 9/1/15Construction 174 days? Tue 9/1/15 Sun 5/1/16

Phase Two South 608 days? Thu 1/1/15 Mon 5/1/17

Greyhound Relocation, Notice and Move-Out 13 mons Thu 1/1/15 Wed 12/30/15

Phase Two South Parking 394 days? Mon 3/2/15 Thu 9/1/16Design 175 days Mon 3/2/15 Fri 10/30/15Permits 22 days Mon 11/2/15 Tue 12/1/15Construction 175 days? Fri 1/1/16 Thu 9/1/16

Residential on South End 566 days? Mon 3/2/15 Mon 5/1/17Design 175 days? Mon 3/2/15 Sun 11/1/15Permits 22 days? Mon 11/2/15 Tue 12/1/15Construction 305 days? Tue 3/1/16 Mon 5/1/17

Fitness Center 351 days? Mon 6/1/15 Mon 10/3/16Design 110 days? Mon 6/1/15 Sun 11/1/15Permits 22 days? Mon 11/2/15 Tue 12/1/15Construction 155 days Tue 3/1/16 Mon 10/3/16

Project Completion 1 day Fri 6/9/17 Fri 6/9/17

Gem Show 552 days Thu 1/15/15 Fri 2/24/17

9/1

9/2 12/22

10/1 1/30

12/1 1/30

3/2 1/1

9/2 2/27

10/1 2/1

2/2 3/15

3/2 11/1

10/1 5/1

5/1 6/1

3/2 5/1

10/1 6/1

6/1 7/1

6/1 7/1

5/1 8/1

8/3 9/1

9/1 5/1

1/1 12/30

3/2 10/30

11/2 12/1

1/1 9/1

3/2 11/1

11/2 12/1

3/1 5/1

6/1 11/1

11/2 12/1

3/1 10/3

6/9

1/15 2/25 1/15 2/25 1/16 2/24

Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul2015 2016 2017

11. property purchase or leaseOur proposal includes offering the full purchase price of $5,300,000, based on $14.50 a square foot for the entire 8.4 acres available.

Peach Properties HM, Inc. CEO Ron Schwabe

Company Profile

_____________________________________________________________________________ Peach Properties cultivates a sense of place, harmonizing new development with historical urban hubs and iconic neighborhoods. Since its establishment more than 30 years ago under the direction of CEO Ron Schwabe, Peach has developed more than 3000 residential units and 600,000 square feet of commercial space totaling $155,000,000 in projects within 5 western states. Half of these ventures involved historic reuse development. Recently, Peach has become involved in many new and exciting endeavors aimed at revitalizing Tucson, Arizona's, downtown core. Peach Properties is proud of its role in promoting and developing a vibrant, sustainable Tucson.

Company Expertise

______________________________________________________________________________ Attracting investors and establishing

investment partnerships Overseeing construction projects Navigating regulatory and

environmental requirements Promoting historic redevelopment

and mixed-use neighborhoods Fostering collaborative community

relationships Managing properties

Developing & redeveloping commercial & residential real estate with: o Innovative high-quality design o Aesthetic, functional planning

compatible with surrounding development

o Functional and appropriate transitions to adjacent properties

o Input from the community and adjacent neighborhoods

Peach Properties' Strategic Partners Include __________________________________________________________________

Holualoa Companies Williams and Dame Development

(Portland, Oregon) Equity investors John & Scott Stiteler Arizona Department of Transportation Alliance Bank of Arizona HUD HOME

Vantage West Credit Union Compass Bank Wells Fargo Bank The Industrial Development Authority

of the City of Tucson The Industrial Development Authority

of the County of Pima

44 East Broadway Boulevard, Unit 300 • Tucson, Arizona 85701 • phone: (520) 798-3331 Fax: (520) 798-1288 • ron@peachprops.com • www.peachprops.com

Featured Projects Developed Under Peach Properties CEO Ron Schwabe Mixed-Use Neighborhood Creation East End The East End projects created 22,000 square feet of office space, 14,000 square feet of retail space and 174 market rate residential units. The key tenants include Thunder Canyon Brewery, Summit Financial, Cartel Coffee and the Herbert Apartments. The Herbert residential project involved the $10 million redevelopment of an iconic 1970s-era structure located in a quiet Armory Park neighborhood, just one block from the modern streetcar and Tucson’s downtown amenities. Depot Plaza The Depot Plaza project included 4,000 square feet of office space, 23,000 square feet of retail space and 161 units of residential space with 76 low-income units. The key tenants are One North Fifth Apartments, HUB Restaurant and Ice Creamery and Sparkroot Coffee Bar and Fare, all of which attract a vibrant clientele to the plaza’s many charms. Scott Broadway Located in the heart of Tucson, the Scott Broadway Building project included 52,000 square feet of office space, 6,000 square feet of retail space and four condo units. Key tenants occupying the building include the Providence Service Corporation, the Sonoran Institute and Penca Restaurant. Peach Properties also operates out of this beautiful building with its eclectic blend of brick, glass and steel. 6th and 6th

Three historic buildings, refurbished with eclectic style and modern amenities, occupy the site at 6th Avenue and 6th Street in Tucson, Arizona. Originally part of the Tucson Historic Warehouse Arts District, these properties were renovated in the late 1990s and are now listed on the National Register of Historic Places. With 32,000 square feet of office space and 45,000 square feet of retail space, these buildings currently house key tenants such as Tap and Bottle, Santa Theresa Tile Works and Spoke6, tenants that attract a sophisticated, urban clientele. The DeWitt building, a former Chevrolet dealership that was part of the renewal project, now houses DeWitt Designs’ Tucson furniture store.

119 East Toole Avenue After a plan to demolish the building at this address was cancelled, the Arizona Department of Transportation sold the property at auction. Peach Properties’ redevelopment of 119 East Toole Avenue and other buildings along Toole Avenue also helped to rejuvenate Tucson’s Historic Warehouse Arts District. This project included 25,000 square feet of office space and 15,000 square feet of retail space. Current tenants include Borderlands Brewing Company and Playformance. This is a prime example of a Peach Properties’ historical reuse project bringing new life to Tucson’s urban core.

CEO Ron Schwabe

Expertise CEO since 1982 Visionary with concept-to-execution

drive Historical reuse expert Trusted investment partner Creator of neighborhood synergies Mixed-use developer Turn-around specialist Hands-on property manager

Education University of Arizona

Graduate (History and economics) Professional Affiliations

Downtown Tucson Partnership

Tucson Downtown Alliance Tucson Centers for Women

and Children (fact check)

Strategic & Operational Leader for Real Estate Development • Redevelopment • Property Management

Peach Properties CEO, Ron Schwabe, began his career as a developer and property manager in Oregon during the early 1980s, building and managing 5000-6000 units in 5 states by the 1990s. Schwabe’s endeavors have encompassed a full range of projects from office to retail and residential to commercial. Early on in his career, Schwabe realized that he had an affinity and a talent for restoring historical buildings. Schwabe’s flair for harmonizing the old with the new blossomed into a level of expertise that is now on display in downtown Tucson, Arizona, and its surrounding neighborhoods.

PHILLIP E. SWAIM, AIAEDUCATION

PROFESSIONALEXPERIENCE

RELEVANTEXPERIENCE

COMMUNITYINVOLVEMENT

Tucson Airport Authority (Member), 2013-2014AIA Arizona Government Affairs (Co-chair), 2013 - 2014Council of Educational Facility Planners (Arizona President, 2011) UA Tech Park Design Review Board, 2010 - 2014City of Tucson Climate Change Committee (Co-chair), 2009 - 2014Vail Community Action Board, 2011 - 2014Metropolitan Pima Alliance Common Ground Award, Wilmot Library Planning Charrette, 2008AIA Sustainable Design Assistance Team (Co-Chair), 2007Arizona School Facilities Coalition (Co-chair), 2006 - 2012AIA Arizona Phil Dinsmore Award, 2004AIA Southern Arizona Chapter (President, 1995)City of Tucson Planning Commission (Chairman), 1993 - 2000City of Tucson Southeast Planning and Coordinating Committee (Chair)

UNISOURCE HEADQUARTERS$60 Million, 270,000 SF, 9-Story Mixed-Use Building with 3-Story Underground Parking Garage, LEED Gold, 2011 MPA Common Ground Award, 2011 NAIOP Best Offi ce Building of the Year

UNIVERSITY OF ARIZONA HIGHLAND COMMONS DISTRICT MASTER PLAN4-Block Master Plan, 750,000 SF, Campus Health, Residential, Retail, Academic, Administrative Facilities, Student Services, New Urbanism Principles, Central Quadrangle for Community Activity Space

TUCSON ARENA AND CIVIC DISTRICT MASTER PLAN$95 Million, 260,000 SF, 12,000 Seat Arena, Programming and Design, LEED Silver

CIENEGA HIGH SCHOOL$16 Million, 221,000 SF School, Coordination of Vail School District, Pima Community College, Pima County Parks and Recreation, and School Facilities Board

SUMMERHAVEN VILLAGE CENTERMaster Plan, Community Center/Visitor Center, Lodge, Restaurant, Retail, Condominiums, Parking, Bridge, Trail

EL PUEBLO COMMUNITY CENTER81,500 SF Campus, 35 Acre Master Plan and Implementation, Activity Center, Health Clinic, Social Services, Senior Center, Park with Water Harvesting, Pool, Adult Education, Preschool, Library, Public Art, Coordination of City of Tucson, Pima County and Pima Community College, Integrated with Laos Transit Center

SPEEDTANO OFFICE BUILDING27,000 SF Mixed-Use Complex with Healthcare, Education, and Swaim Associates’ Offi ce, including Re-zoning and Land Dedication for City of Tucson’s Linear Park System

Bachelor of Architecture, University of Oregon, 1982.

Phil Swaim has worked with several architectural fi rms in Arizona and Colorado since 1974, and has gained construction experience from 1977 through 1981. This wide range of experience allows him to handle various types, scales, and complexities of projects.

Mr. Swaim joined Swaim Associates, Ltd. in 1985, and became president of the company in 1992. Phil’s special contributions to a project are achieving consensus and shared vision among diverse user groups, incorporating innovative design into every building, and maintaining close personal supervision over every detail from programming to construction. Phil has extensive experience developing partnerships between public entities.

EDWARD T. MARLEY, AIA, LEED APEDUCATION

PROFESSIONALEXPERIENCE

RELEVANTEXPERIENCE

COMMUNITYINVOLVEMENT

Arizona State Board of Technical Registration, 2012-2015 (Chairman 2013-2014)Cornerstone Building Foundation Charities (Chairman), 2012 - 2014AIA Southern Arizona (President), 2003AIA Arizona (President), 2000Western Council of Architectural Registration Boards (Education Committee and Executive Board)American College Health Association (Associate Member)AIA Academy of Architecture for HealthNational Council of Architectural Registration Boards Certifi edCity of Tucson Development Services Stakeholder Group (Chair)Pima County Development Services Stakeholder GroupMetropolitan Pima Alliance, 2002 - present (Vice President/Executive Board Member, 2013)

UNISOURCE ENERGY HEADQUARTERS$60 Million, 270,000 SF, 9-Story Offi ce Building with 360,000 SF 3-Story Underground Parking Garage, Programming, and Concept Design for 30 Departments, Shell and Tenant Improvement Design, Documentation, and Construction Administration in collaboration with Davis Architects

AC MARRIOTT$28 Million, Mixed-use Development at Broadway and 5th Avenue in Downtown Tucson, 9-Story, 10,000 SF Retail, 140 Room Hotel, 200 Space Parking Garage

UNIVERSITY OF ARIZONA HIGHLAND COMMONS$14 Million, 84,000 SF Campus Health Service, including Administrative Offi ces, Psychological and Psychiatric Services, General Medicine, Sports Medicine, Physical Therapy, Travel Clinic, Women’s Health Clinic, Clinical Lab, Radiology, Health Education and Promotion Services, Pharmacy and Urgent Care Clinic, as well as the Disability Resource Center with Adaptive Athletics Gym and Physical Therapy Services

MARANA COUNSELING AND WELLNESS CENTER30,000 SF Medical Building includes Psychological Counseling, Psychiatry, Substance Abuse Prevention and Treatment, Group Therapy, Drop-in Center for Diversion Activities, as well as Alternative Treatment Modalities including Massage, Outdoor Labyrinth, Talking Circle, and Children’s Play Therapy Area

UNIVERSITY OF ARIZONA HIGHLAND COMMONS DISTRICT MASTER PLAN4-Block Master Plan, 750,000 SF, Campus Health, Residential, Retail, Academic, Administrative Facilities, Student Services, New Urbanism Principles, Central Quadrangle for Community Activity Space

Bachelor of Architecture, University of Arizona, 1982.

Ed Marley has experience working with both architectural and electrical engineering fi rms. He has been with Swaim Associates, Ltd. since 1983 and became a principal in 1992. Mr. Marley brings to the team a strong background in the technical aspects of architecture as well as a commitment to high quality design. His technical expertise is especially suited for projects that require the integration of diverse and complex systems and functional relationships into the architecture. Mr. Marley’s diverse range of project types includes healthcare facilities, offi ces, research and development, maintenance facilities, military and government projects, manufacturing, lecture halls, electronics and wet laboratories, clean rooms and computer data centers, giving him the qualifi cations necessary to effectively manage projects of varying types, complexities and scopes.

In 2004, Mr. Marley received the Arizona Architect’s Medal from AIA Arizona in recognition of his outstanding contributions to the profession and the community.

MICHAEL D. CULBERT, RAEDUCATION

PROFESSIONALEXPERIENCE

RELEVANTEXPERIENCE

COMMUNITYINVOLVEMENT

Ben’s Bells Recipient for Volunteer Work with TUSD’s Continuing Education Program, 2010

UNISOURCE ENERGY HEADQUARTERS$60 Million, 270,000 SF, 9-Story Offi ce Building with 260,000 SF 3-Story Underground Parking Garage, Programming, Shell and Tenant Improvement Design, Documentation, and Construction Administration in collaboration with DAVIS Architects, LEED Gold

AC MARRIOTT$28 Million, Mixed-use Development at Broadway and 5th Avenue in Downtown Tucson, 9-Story, 10,000 SF Retail, 140 Room Hotel, 200 Space Parking Garage

CARONDELET ST. JOSEPH’S HOSPITAL MEDICAL PAVILION$35.7 Million, 164,000 SF, 5-story Hospital Expansion, Construction Administration, in collaboration with Gresham Smith & Partners

GREEN VALLEY HOSPITAL$30.5 Million, 140,000 SF, 50 Bed Acute Care Hospital, 24/7 Emergency Department, Imaging, Operating Room Suite with 4 O.R.’s, 6 Bed ICU, Private Intermediate Care, Medical Surgical Rooms, Helistop, Concrete Construction, 40,000 SF of Medical Offi ce Buildings

AMPHITHEATER PUBLIC SCHOOLS FACILITIES SUPPORT SERVICES BUILDING26,000 SF Maintenance Shops and Facility Offi ces

RINCON/UNIVERSITY HIGH SCHOOL18,600 SF, 2-Story Classroom Building, Remodel of Existing to Add Science Classrooms

WESTERN INSTITUTE FOR LEADERSHIP DEVELOPMENT21,000 SF Charter High School

BEN’S BELLS2,000 SF Renovation of Historic Charles O. Brown Home, Oldest Building in Downtown Tucson

Associates Degree in Construction Drafting, Pima Community College, 1984.

Mike Culbert has worked with several architectural fi rms in the Tucson area during his 29 years in the profession. His experience spans a wide range of project types including advanced technology clean rooms and laboratories, hospitals, medical clinics, education projects covering all types of classrooms, and high end residential work.

Mike completed his architectural registration in 1998 and joined Swaim Associates in 2005. His organizational and communication skills, along with his vast technical knowledge, are an asset to any project and vital for the design team’s success. His extensive computer knowledge continues to help the fi rm expand its BIM capabilities.

UNISOURCEENERGY HEADQUARTERS

Phil SwaimProject PrincipalEd MarleyProject ArchitectMichael CulbertProject Manager

270,000 SF Building360,000 SF Garage

$60 Million

Completed 2011

LEED Gold Certifi ed

Design-Build

AWARDS• Metropolitan Pima

Alliance Common Ground Award, 2011

• NAIOP Best Offi ce Building of the Year, 2011

OWNERUnisource EnergyScott Rathbun88 East BroadwayTucson, AZ 85701(520) 917-8499

HIGHLIGHTS• 9 stories with a 3 story

underground garage

• Under-fl oor air distribution system

• No potable water used for irrigation

Partnership with DAVIS Architects

Swaim Associates partnered with DAVIS Architects to design the mixed-use LEED Gold Unisource Energy Headquarters which includes 270,000 square feet of offi ces, retail space, an energy gallery, a conference center and roof terraces. The site is located on the modern streetcar line in downtown Tucson and is planned for a future phase of housing and retail. Swaim Associates led the site development team and had a strong role in the production of the core and shell documents. Swaim led the design and documentation of the interior space planning and interior design phase of the project and served as the on-site construction administrator, working to help maintain the schedule of 24 months from start of design to occupancy. Key sustainability features include an 18” raised fl oor system for air distribution, high performance glazing, and a 150,000 gallon cistern under the entry plaza to store and distribute rainwater for irrigation.

TUCSON ARENA

Partnership with360° Architecture

Phil SwaimProject PrincipalKevin BarberLEED Captain

280,000 SF

$95.8 Million

In Design Phase

LEED Silver Design

OWNERCity of TucsonTom Obermaier260 S. ChurchTucson, AZ 85701(520) 791-4101

HIGHLIGHTS• Water harvesting

• Downtown masterplanning The Tucson Arena project is planned to be an integral part of downtown Tucson’s civic

district. Designed to achieve LEED Silver certifi cation, the 12,000 seat arena incorporates passive heating and cooling for outdoor concourses, day lighting, water harvesting, and an exhibit and gallery space to support local museum projects. 360 Architecture and Swaim Associates’ design for the new Tucson Arena embodies principles of conservation of resources and sustainability and recognizes the building’s function within a larger “community” of facilities planned as part of Downtown Tucson’s civic district.

UNIVERSITY OF ARIZONA HIGHLAND COMMONS

Edward MarleyProject PrincipalProject ArchitectKevin BarberProject Manager

84,000 SF

$14 Million

Completed 2003

CM at Risk

AWARDS• 2004 AIA Arizona

Kemper Goodwin Award

OWNERUniversity of ArizonaDebra Johnson, RAP.O. Box 210300Tucson, AZ 85721(520) 626-2420

HIGHLIGHTS• General medicine,

women’s health, sports medicine, physical therapy, and travel clinics, as well as pharmacy, laboratory, counseling & psychological services, and health education & promotion services

• Unifi es diverse user groups and departments

• Strong relationship between indoor and outdoor spaces emphasizes connection with environment as a part of wellness

This facility brings together the Campus Health Services and the nationally recognized Disability Resource Center, which provides integrated academic, athletic, and support services to the campus and surrounding community. The design provides a separate identity for the Disability Resource Center, while providing equal and integrated access to all areas. This is achieved through the use of distinct building materials and “transparent” accessibility throughout the building. A three-story glass gallery serves as a grand entry and display space for each department’s outreach programs. These elements draw the campus community into the heart of the facility, where a landscaped courtyard provides an active gathering space for all to enjoy. The Highland Commons is one of several new projects included in the master plan Swaim Associates developed for this area of campus.

UNIVERSITY OF ARIZONA HIGHLAND DISTRICT MASTER PLAN

Phil SwaimEd MarleyProject Principals

Kevin BarberProject Manager

750,000 SF

Completed 2001

OWNERUniversity of ArizonaDebra Johnson, RAP.O. Box 210300Tucson, AZ 85721(520) 626-2420

The master plan for the Highland District includes 750,000 SF of medical, residential, retail, academic, and administrative facilities that can be implemented over fi ve phases. Following the principles of New Urbanism, the plan promotes increased building density. An open central quadrangle provides activity space for the residents of the Highland District and the university community. Following the initial development of the master plan, Swaim Associates coordinated their design efforts closely with AR7 Architects as the two fi rms simultaneously implemented the fi rst two phases of the master plan which included Highland Commons, the Highland District Housing, and the central quadrangle. The result is a dynamic and cohesive campus district that is the physical manifestation of the master plan document, and supports the overall planning goals of the University.

CARONDELET ST. JOSEPH’S HOSPITAL

Mark BollardProject Principal

OWNERThe Graham GroupJeff Hatfi eld505 5th Ave. #  200Des Moines, IA 50309(800) 798-2656

Swaim Associates worked with Carondelet, the City of Tucson and adjacent neighborhoods to develop a PAD to expand the complex St. Joseph’s Hospital campus. The subsequent development includes a 300 space parking garage, 164,000 square foot Women’s Health and Neurological Center, 103,000 medical offi ce building, and upgraded central plant.

JOHN STRITTMATTERChairman, Southwest Division

“I believe in the Ryan philosophy of building lasting relationships through uncompromising honesty, integrity, and quality. Ryan will continue to be a premier developer and building by taking

care of our customers first.”

EDUCATIONBachelor of Arts

University of Minnesota Business Administration

Marketing, American University Washington, D.C.

Masters in Business Administration University of St. Thomas

AFFILIATIONS & MEMBERSHIPSValley Partnership

National Association of Industrial and Office Parks (NAIOP)

Board of Directors – Banner Health Foundation

Chairman Board of Regents, Board of Trustees, Brophy College Preparatory

Ignatian Partnership Commission – California Jesuit Province

Advisory Board Member – US Bank, Phoenix, AZ

SELECTED EXPERIENCEMarina Heights

State Farm Regional Hub 2,000,000 SF, 20-Acre,

Mixed-Use Development Tempe, AZ

Unisource Energy Corporation 250,000-SF, Class “A” Corporate

Headquarters Anticipate LEED-NC Gold

Level Certification Tucson, AZ

Maricopa County Court Tower Project 695,000-SF, Public, County

Courthouse, Anticipate LEED-NC Silver Level Certification

Phoenix, AZ

U.S. General Services Administration FBI Phoenix Division Office Building

210,202-SF, Office, Public Sector Anticipate LEED-NC Gold Level

Certification Phoenix, AZ

W.L. Gore & Associates Entire Campus — 600,000-SF

Phase I — 230,000-SF 420-stall Parking Ramp

Biomedical Office and Lab/Manufacturing

Phoenix, AZ

Desert Ridge Corporate Center 850,000-SF, Medical Office Campus

and Corporate Office Park Phoenix, AZ

Avnet Integration, 228,000-SF, Industrial

Chandler, AZ

Pegasus Solutions, Inc., 142,000-SF Office Project, Scottsdale, AZ

John has been around the construction industry his entire life and has a broad

understanding of the numerous facets involved in the development, financing, and

construction process. As Chairman of Ryan’s Southwest Division, John continues to

manage the development and construction of Marina Heights, the multi-year, 2 million

square foot, mixed use campus. He remains an integral part of the division by providing

industry-leading quality, integrity, and professionalism to ensure that future projects are

consistent with Ryan’s objective of building lasting relationships. John is known for his

ability to lead by example. He fosters an atmosphere that promotes both customer and

employee success through implementing the best professional practices.

B U I L D I N G L A S T I N G R E L A T I O N S H I P S

GSA/FBI PHOENIX DIVISION UNISOURCE 3900 CAMELBACK CENTER

CHUCK CAREFOOT, LEED® APVice President of Construction

“I find management to be very rewarding. You start with a broad range of issues and work to define them into some very specific goals and objectives. My goal is to achieve those objectives to my customer’s satisfaction. When a project is complete, I want to know my customer will entrust

Ryan with their next project.”

EDUCATIONBachelor of Science

Construction Management Arizona State University

AFFILIATIONS & MEMBERSHIPSLEED® Accredited Professional

Board Member Junior Achievement of Arizona

Arizona Builders Association Leadership Development Forum

Facility Associate Del Webb School of Construction

Member, National Association of Industrial and Office Properties

(NAIOP)

SELECTED EXPERIENCEMarina Heights

State Farm Regional Hub 2,000,000 SF, 20-Acre,

Mixed-Use Development Tempe, AZ

Living Spaces at Estrella Vista Commerce Park

Showroom and Furniture Distribution Center

123,000 SF, Showroom 314,000 SF, Distribution Center

Phoenix, AZ

Unisource Energy Corporation 250,000 SF, Class “A” Corporate

Headquarters Anticipate LEED-NC Gold

Level Certification Tucson, AZ

Oceanside SpringHill Suites Hotel 110,000 SF, 150 Keys, 6 Stories,

Below Grade Parking, Full Restaurant & Kitchen

Oceanside, CA

W.L. Gore & Associates Entire Campus — 600,000-SF

Phase I — 230,000-SF 420-stall Parking Ramp Biomedical Office and

Lab/Manufacturing Phoenix, AZ

DC Ranch Village Health Club 87,000 SF, Fitness Club

Scottsdale, AZ

TASER International 95,000 SF, Corporate Headquarters

Scottsdale, AZ

Verizon Wireless 175,000 SF, Call Center

Chandler, AZ

Riverside Distribution 500,000 SF, Distribution Facility

Phoenix, AZ

As Vice President of Construction for Ryan, Chuck oversees all construction activities

including the scheduling, monitoring and mobilizing of the project construction team. He

also offers specific expertise in the areas of construction techniques, project coordination,

design management, budgeting, quality control, cost effectiveness and safety, which he

utilizes daily in managing and training his team of project managers and superintendents.

Chuck has an architectural background and degree in construction management, allowing

him to deliver innovative solutions and clear direction to construction challenges. Chuck

has a broad range of experience, and has earned a reputation for managing with integrity

and trust throughout all phases of the building process.

B U I L D I N G L A S T I N G R E L A T I O N S H I P S

UNISOURCE OCEANSIDE SPRINGHILL SUITES MARINA HEIGHTS

MARK BEAL, LEED® APTeam Leader

”I really appreciate Ryan’s commitment to their customers and employees. They know that hiring the best people and fostering their development is the best way to ensure the highest standards of

quality on behalf of their customers.”

EDUCATIONBachelor of Art, Political Science

University of Kansas

PROFESSIONAL EXPERIENCEProject Manager

Oakview Construction

Project Manager Palisade Construction

AFFILIATIONS & MEMBERSHIPSLEED Accredited Professional

SELECTED EXPERIENCEMaricopa Community College District

Phoenix College Nursing School Renovation

32,000 SF Offices & Classrooms Phoenix, AZ

Fennemore Craig Remodel 115,000 SF, 6-Story

Office Tenant Improvement Phoenix, AZ

Unisource Energy Corporation 250,000-SF, Class “A” Corporate

Headquarters Anticipate LEED-NC Gold Level

Certification Tucson, AZ

Musical Instrument Museum 185,000 SF, Museum

Phoenix, AZ

Boise/Cascade Distribution 39,420 SF, Tenant Improvement at

Riverside Distribution Phoenix, AZ

Distro Distribution 97,239 SF, Tenant Improvement at

Riverside Distribution Phoenix, AZ

Humana Call Center and Pharmacy Fulfillment, 118,000 SF

Tenant Improvement at Riverside Distribution, Phoenix, AZ

Canyon Village 102,745 SF, Retail and Office Space

Scottsdale, AZ

Vision Offices* Office and 2-story Parking Garage

Phoenix, AZ

Church of the Holy Spirit — Phoenix* District 7,000 SF, Parish Office

Building, Tempe, AZ

Cox Communications* 12,000 SF, Tenant Improvement

Phoenix, AZ

SRP Innovation Systems* Restoration, Corporate Headquarters

Tempe, AZ

Kierland Commons Phase I & II* 17,000 SF, Retail

Scottsdale, AZ

Mark enjoys all aspects of working with his customers — from the initial meeting

through the building, leasing and management of the property. As a team leader, Mark

is involved with all aspects of the project, from preconstruction through completion and

turnover. By understanding the needs of the customer, Mark is able to identify the team

best suited to manage all aspects of the project and will oversee all activities to ensure

customer goals are achieved and the best value is recognized. Starting from the initial

introduction, Mark’s goal is to provide the support and guidance required to maintain

team momentum and ensure a Raving Fan is earned on each project.

B U I L D I N G L A S T I N G R E L A T I O N S H I P S

PHOENIX COLLEGE – NURSING SCHOOL

UNISOURCE MUSICAL INSTRUMENT MUSEUM

* Projects completed while at previous company

MARINA HEIGHTS TEMPE, AZ 85282

TYPE OF PROJECTBuild-to-Suit Office & Retail Campus

REFERENCEJohn Strittmatter

President, Southwest Region Ryan Companies US, Inc.

3900 E. Camelback Rd. Suite 100

Phoenix, AZ 85018 602.322.6100

ARCHITECTDAVIS

RYAN’S RESPONSIBILITYDesign Build Construction

Development

SIZE2,000,000 SF (office)

40,000 SF (retail)

CONSTRUCTION PERIOD4 Years

TO BE COMPLETEDSummer 2017

MARINA HEIGHTS CAMPUS

LARGEST OFFICE DEVELOPMENT IN ARIZONA HISTORY The design-build team of Ryan

Companies and DAVIS, in collaboration with Sunbelt Holdings and a large Midwestern

insurance company, has produced a “LEED Silver” design concept that covers an area of

approximately 20 acres and includes: five office towers of varying heights; three to four

stand-alone retail buildings; and two below grade parking garage levels.

Construction costs are estimated at $600 million. Retail amenities, approximately 40,000

square feet, will complement the transit-oriented development and includes food service,

coffee shops, restaurants, business services, and fitness facilities. The site will also feature

an approximately 10-acre lakeside plaza, which will be open to the public. The total

project will consist of approximately 2,040,000 gross square feet of office and retail

space and 8,600 parking spaces.

B U I L D I N G L A S T I N G R E L A T I O N S H I P S

© 2013 DAVIS

Sustainable office space combined with convenient amenities and a great lakeside location.

One nOrth Central One nOrth Central avenue

phOenix, aZ 85004

tYpe OF prOJeCt Class “a” Office tower

reFerenCe ramiro peru

phelps Dodge Corporation One north Central avenue

phoenix, aZ 85004 602-366-8100

arChiteCt Smith Group

rYan’S reSpOnSiBilitY Develoment

architecture & engineering Construction

real estate Management Capital Markets

tenant improvements legal and environmental

SiZe 460,000 SF

COnStruCtiOn periOD 18 Months

Date COMpleteD november 2001

located in the heart of Copper Square in Downtown phoenix, the One north Central is a cornerstone project for the redevelopment of the downtown area.

One nOrth Central FOrMerlY phelpS DODGe tOwer

internatiOnal heaDquarterS eMBraCeS ariZOna envirOnMent Ryan created a spark in

downtown Phoenix with its development and construction of the One North Central building.

It was the first foray into the Phoenix downtown core for Ryan.

Working with the Phelps Dodge Corporation, the City of Phoenix and other professional

firms, they developed a 20-story, Class “A” office building.

eFFiCient DeSiGn The building, located on a city-owned site in the heart of Downtown

Phoenix, offers large floor plates with minimal interior columns for greater interior design

flexibility. The above and below grade eight-story parking garage accommodates up to 1,000

cars. The exterior base of the building is Arizona sandstone and granite and upper floors are

sheathed in copper-tinted glass curtain wall.

B u i l D i n G l a S t i n G r e l a t i O n S h i p S

two marketpointe bloomington, mn

242,000 SF, Class “a” office 4-level parking ramp — 737 Stalls

leeD pre-certified gold level

the moSaiC Company lithia, Fl

113,589 SF, build-to-Suit Class “a” office building

leeD-nC gold level Certification

nationwiDe operationS Center DeS moineS, ia

340,000 SF, Class “a” office

Deere & Company worlD heaDquarterS

moline, il two-building office renovation

158,000 SF, east office building 130,000 SF, west office building

anticipate leeD-Ci Silver level Certification

oFFiCe

“ryan's understanding of the target brand as well as their outstanding customer service sets them apart!”

— Mark Eunson, Facility Operations, Target Corporation

u.S. general ServiCeS aDminiStration

phoenix proFeSSional oFFiCe builDing

phoenix, aZ 225,000 SF, office, public Sector

anticipate leeD-nC Silver level Certification

three bloCk niCollet mall minneapoliS, mn 1000 nicollet mall

1,815,000 SF, Class “a” office tower 15,000 SF, retail

below grade parking — 350 stalls

50 South tenth Street 455,000 SF, Class “a” office tower

145,000 SF, target Store below grade parking — 830 stalls

uS bancorp Center 929,000 SF, Class “a” office tower

roSemont Corporate Center roSemont, il

120,000 SF, Class “a” office leeD-CS 2 gold level Certification

B U I L D I N G L A S T I N G R E L A T I O N S H I P S

"GoDaddy is changing people's lives by helping people turn their dreams and ideas into real businesses - and this new facility is a key piece to making that happen."

CEO Blake Irving.

GODADDY GLOBAL TECHNOLOGY CENTER ASU RESEARCH PARK

GODADDY GLOBAL TECHNOLOGY CENTER

2150 E. WARNER TEMPE, AZ 85284

TYPE OF PROJECTBuild to Suit Office Building

ARCHITECTShell: Patrick Hayes Architecture

Interior: Ajanta Design

RYAN’S RESPONSIBILITYConstruction Development

SIZE150,000 SF

CONSTRUCTION PERIODestimated 12 months

DATE COMPLETEDSeptember 2014

GODADDY GLOBAL TECHNOLOGY CENTER BREAKS GROUND IN TEMPE

The GoDaddy Global Technology Center is a planned two-story, 150,000 SF build to

suit facility on 12.61 acres in Arizona State University's Research Park. It will provide a

creative new space for 1,300 employees, including engineers, developers and customer-

care representatives. Construction is expected to be complete in September 2014.

Founded in 1997 by Bob Parsons as Jomax Technologies, Go Daddy is now the

world’s largest domain name registrar and Web hosting provider with more than 55

million domain names under management, and more than 11 million customers. Go

Daddy employs more than 3,400 employees and 600 in-house developers in 9 facilities

nationwide, with a significant portion of the personnel based in Arizona.

U.S. GENERAL SERVICES ADMINISTRATION

PHOENIX PROFESSIONAL OFFICE BUILDING

21711 NORTH 7TH STREET PHOENIX, AZ 85024

TYPE OF PROJECT

Office Public Sector

LEED-NC Gold

REFERENCEDeborah D. Orkowski

GSA Contracting Officer U.S. General Services Administration

600 Las Vegas Boulevard Las Vegas, NV 89101-6637

702-388-6051

ARCHITECTAECOM

RYAN’S RESPONSIBILITYDesign-Build Construction

Development Real Estate Management

Capital Markets

SIZE210,202 SF

CONSTRUCTION PERIOD16 Months

DATE COMPLETEDJanuary 2012

FBI PHOENIX DIVISION

“It is an exceptional experience to have a development firm with whom you can have an open dialog and who will always have the interest of the tenants in mind when taking actions.

Ryan’s integrity and honesty is without compromise.”

— Deborah D. Orkowski, GSA Project Executive/Contracting Officer

RYAN BUILDS A LASTING RELATIONSHIP WITH THE U.S. GENERAL SERVICES ADMINISTRATION

(GSA) REGION 9 An important component of the General Services Administration

(GSA) mission is the availability of efficient and cost effective facilities with up-to-date

infrastructure to support the growing needs for law enforcement and security agencies

like the Federal Bureau of Investigation (FBI). Ryan developed and constructed a new,

build-to-suit Class “A” office building for the GSA with the FBI serving as anchor tenant.

The building was named a “Design Excellence” project, which ensures excellence in

public architecture, engineering and construction. The design includes unique features

that allude to the building’s users: landscape design includes an array of stones laid out

to replicate a fingerprint and the multi-colored windows are evocative of a string of

DNA. The facility was constructed to achieve Leadership in Energy

and Environmental Design for New Construction (LEED-NC) Gold

Certification. In addition to energy- and water-efficient systems and

fixtures, Ryan will use Energy Savings Performance utility agreements to

achieve, maintain, and/or exceed the ENERGY STAR benchmark.

Ryan provides two full-time on-site management staff to service the

GSA and FBI.

The project represents an expansion of Ryan’s presence in the public

sector and confirms the company’s strategic national focus on this

market segment.

B U I L D I N G L A S T I N G R E L A T I O N S H I P S

Desert riDge corporate center i, ii, iii anD iV 20860 north tatum bouleVarD

phoenix, arizona 85050

tYpe oF proJect corporate office space

architect phase i and ii —rsp architects

phase iii and iV — Davis architecture

reFerence todd holzer

Vice president of Development ryan companies us, inc.

3900 e. camelback road, suite 100 phoenix, az 85018-2614

602-322-6134

rYan’s responsibilitY Development

Design-build construction real estate management

size phase i — 136,291 sF phase ii — 143,040 sF

phase iii — 136,414 sF phase iV — 110,000 sF

construction perioD 10 months per phase

Date completeD phase i — December 2005 phase ii — December 2007

phase iii — Future phase iV — Future

continuing their work in the Desert ridge development in north phoenix., ryan recently completed construction of the second phase of this four-phase office project.

Desert riDge corporate center

rYan aDDs general oFFice to their meDical oFFice campus Desert Ridge Corporate

Center is only one part of Ryan’s Desert Ridge development, which is being built on an

Arizona state land ground lease. Ryan has also built a two-building, 120,000-square-foot

medical campus and has completed construction of 18,200 square feet of retail on the site.

Located on Phoenix’s 101 freeway, Desert Ridge Corporate Center offers a premiere

location with great access and visibility in the rapidly growing location of North Phoenix.

Phase I and II of the Corporate Center are four-story, class “A” office buildings. Phase I

has a three-level parking structure with 450 spaces; phase II offers 325 parking spaces.

Phase III will be a four-level building with a 328-car parking structure and boasts a new,

more contemporary design.

b u i l D i n g l a s t i n g r e l a t i o n s h i p s

Avnet Computer mArketing group — phAse i

Asu reseArCh pArk 8700 south priCe roAd

tempe, ArizonA 85284

tYpe oF proJeCt Corporate headquarters

reFerenCe robert gracz

vice president, director of Administrative services

Avnet, inc. 2211 south 47th street

phoenix, Az 85034 480-643-7602

ArChiteCt Will-hayes Architect

rYAn’s responsiBiLitY development

Architecture & engineering Construction

real estate management Capital markets

tenant improvement Legal and environmental services

size 132,000 sF

ConstruCtion period 11 months

dAte CompLeted march 2000

“ryan is in a class by themselves.”

— Robert Gracz, Vice President, Avnet, Inc.

Avnet, inC.

Avnet Computer Marketing Group’s new corporate headquarters is a two-story office

building including a full-service kitchen and dining area, training facilities, corporate

offices, data center and parking for approximately 668 vehicles.

rYAn’s third CorporAte heAdquArters proJeCt The Phase I building includes a glass

window wall system with tilt panels and masonry. Glazing elements feature a rich blue,

high performance glass set in an anodized aluminum framing system. The main entry

and lakeshore executive corner features a full-height glass curtain wall system. This is

Ryan’s third corporate headquarters project in the ASU Research Park, having recently

completed U.S. headquarters for Motorola, SATCOM and ASML.

The design and land parcel size will accommodate a potential 48,000-square-foot

expansion as well as another 180,000-square-foot, two-story Phase II building.

Phoenix-based Avnet, Inc. is one of the world’s largest industrial distributors of electronic

components and computer products.

B u i L d i n g L A s t i n g r e L A t i o n s h i p s

3900 CamelbaCk Center 3900 east CamelbaCk road

phoenix, arizona 85018

tYpe oF proJeCtClass “a” office building

leed Gold Certified

reFerenCeJohn strittmatter

president, southwest division ryan Companies Us, inc.

3900 e. Camelback road, suite 100 phoenix, az 85018-2614

602-322-6100

arChiteCtpatrick hayes architect

rYan’s responsibilitYdevelopment

design-build Construction real estate management

Capital markets legal and environmental services

size 185,000 sF

ConstrUCtion period14 months

date Completeddecember 2009

this high performance class “a” office building achieved remarkable project results through smart, responsible design and construction.

3900 CamelbaCk Center

rYan's western reGion headqUarters

moves to Class "a" bUildinG This

three-story, 185,000 square-foot office

development sets the standard for

“green” class “A” space in Phoenix. Similar to Ryan-constructed and -developed 3131 and

3133 Camelback office buildings, this design features large stair-step terraced balconies and

tinted glass exterior. The building has underground, reserved parking and excellent views of

Squaw Peak and the Camelback Mountains.

The development team achieved the U.S. Green Building Council’s (USGBC) LEED

(Leadership in Energy and Environmental Design) gold level certification. Some of LEED

design features include xeriscape landscaping, a stormwater management program, water-

efficient fixtures and parking for fuel-efficient vehicles. Natural finishes, such as wood and

stone, were used throughout the space as well as low-emitting paints and sealers. When

possible, materials were made from recycled content and procured regionally.

b U i l d i n G l a s t i n G r e l a t i o n s h i p s

B U I L D I N G L A S T I N G R E L A T I O N S H I P S

3131 cAmELBAck ROAD PHOENIx, ARIzONA 85016

TYPE OF PROJEcT class “A” Office Building

REFERENcE michael DeBell

Executive Vice President DmB Associates

7600 East Doubletree Ranch Road Suite 300

Scottsdale, Az 85258 480-367-7000

ARcHITEcT DFD Architecture

RYAN’S RESPONSIBILITY Design-Build construction

SIzE 200,000 SF — Office Building

833-space Parking Ramp

cONSTRUcTION PERIOD 11 months

DATE cOmPLETED September 1998

This two-phased office project was named the 1999 Best Project Over $7 Million Award by the Subcontractors Association of Phoenix.

3131 cAmELBAck

FIRST PHASE OF A TwO-PHASE OFFIcE PARk. 3131 Camelback is a four-story office building

with an adjoining 833-space parking ramp. Large stair-step terraced balconies, tinted

glass exterior and beautiful landscaping are some of the features for phase one of this

project.

Ryan was selected by DMB Associates based on their successful execution of numerous

projects in the Phoenix area. Together, phase one and phase two of this project form a

premier office site on Camelback Road in Phoenix.

August 2013

DRURY DEVELOPMENT CORPORATION Drury Development Corporation is a family-owned business controlled by Charles L. Drury and immediate family. Drury Development Corporation is a developer of real estate (primarily Drury Inns) and a 50% shareholder of Drury Hotels Corporation. The Drury family of companies currently own and operate over 130 properties (19,000+ rooms) throughout the Central United States. We personally stand behind our promise to make every visit to a Drury-owned hotel comfortable and relaxing. In fact, we guarantee complete satisfaction. Our entire team is committed to excellence. We’ve been recognized by J.D.Power and Associates for ranking the highest in guest satisfaction among mid-scale hotel chains with limited service for each of the past eight years. This basic philosophy fits the needs of today’s traveler and positions Drury-owned hotels for growth and success in the future. It doesn’t happen by accident. It takes 40 years of hospitality experience and a consistent record of profitability to establish a reputation in the lodging industry as a top performer. And it takes a professional organization committed to quality and service to build occupancy rates, which typically average 5-10 percentage points over industry standards. Drury is different. In the face of fierce competition, we continue to thrive and grow. How? It’s simple. We keep the focus on the guest. Everything we do is to enhance guest satisfaction. This, in turn, leads to a strong customer base and a consistent level of profit. In short, we’re different in ways that make a difference to our guests ... and to our business partners. In the early 1940's Lambert C. Drury founded a modest residential plastering company based on the good business values of hard work, fair prices, dedication and honesty. Lambert believed that success was achieved only by delivering the highest quality product possible at an excellent value. This philosophy was passed on to his sons as they joined the growing family business and continued its expansion into construction and operation of full-service hotel franchises. The hospitality business was a perfect outlet for Drury’s emphasis on quality and value. Drury perceived an opportunity to develop first-class rooms, only accommodations at rates 20 to 30 percent below those of traditional full-service hotels. At the same time, to allow freedom for expansion and to retain royalty fees within the organization, Drury established its own name in the hotel industry. Value-conscious travelers have learned to depend on the name Drury Inn. Drury Inns’strong customer appeal begins with location. Business and leisure travelers can find our convenient accommodations along interstate highways, near major airports and in areas of extensive office development.

Drury Development Corporation August 2013 Page -2- Quality is found in every aspect of a Drury-owned hotel. Solid construction of concrete and masonry leads to a building that is virtually soundproof and fire resistant and can be renovated without expensive structural changes. Other hotels operated by Drury (Hampton Inn, Holiday Express and Staybridge) can draw from the same resources, which have made Drury Inns, Inc. a leader in quality. Details make a difference in Drury-owned properties. Lobbies and guest rooms are decorated with fashionable, well-selected upholstery and solid wood furniture. Quality fixtures, marble and ceramic tile baths, and state-of-the-art energy systems combine to offer a comfortable environment for our guests and efficient, low-maintenance operation. Drury’s standards for cleanliness and maintenance are unmatched in the industry ... and that makes a difference to our guests. At Drury, our mission is to provide excellent service and value to our guests through the successful and consistent operation of a growing system of quality overnight lodging facilities. And, according to surveys conducted by a leading consumer magazine, we’re doing just that! Consumers gave Drury Inns one of the highest satisfaction ratings in its class. For important factors, like cleanliness, bed comfort, amenities and staff friendliness, Drury Inns exceed industry standards. To reinforce our commitment to high quality, we offer a simple guarantee to our guests – “We’ll make things right; or that night’s stay is free.” As customer habits and lifestyles change, we make sure we change with them. That’s why we use focus groups and guest comments to keep us in tune with our guests’ desires and help us set new trends in the industry. Our guests can enjoy our Hot Breakfast including eggs, biscuits and gravy, sausage and waffles, free 5:30 Kickback® (Manager’s Reception) including hot food items, salad, baked potatoes, beer, wine and mixed drinks, exercise room, indoor/outdoor pool, free internet access and free long-distance phone calls. One guest comment card question, “Will you be our guest again?” is so important to us that we monitor the responses on a guest service index. As we continue our emphasis on value and service, that rating stays high. In fact, 98% of our guests respond that their stays have been so positive, they will return to a Drury Inn without hesitation. Success doesn’t happen without a talented staff of professional, motivated people. It begins with some of the best-trained managers in the industry, who receive individualized training in the classroom and on the job. Our managers encourage team building and provide an atmosphere where employees can come together with one idea - complete guest satisfaction.

Drury Development Corporation August 2013 Page -3- Our “behind the scenes” team of professionals offers proven techniques for marketing and operation of successful hotels ranging from budget accommodations to full-service facilities. Complementing our hotel operation team is a staff experienced in construction and development. There are services available to locate the best site, construct or renovate the project, procure licenses needed to operate, project financial expectations and more. This package of services is invaluable to our business partners. The future holds the promise of expansion, with new Drury-owned properties built implementing innovations that meet the ever-changing needs of our customers. Our team of developers, designers, architects and contractors are among the best in the business, and our solid performance record supports new development. We have five projects under construction in 2013. Years of hotel experience and diverse in-house services give us the ability to operate a wide range of market segments and franchise brands, from full-service to mid-market to budget hotels. We’re working today to ensure that the next generation of Drury-owned hotels operate with the same basic values of quality, value and guest satisfaction that have made Drury successful in the past. We’re ready for a bright tomorrow. LWH/cak

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