A Historic Opportunity

We come to the City of East Lansing with a bold proposal: to combine strong community input with world-class development credentials to transform the Park District post City Center II into a source of pride and desirable use. We believe that such collaboration is the logical approach to not only address the financial issues that now face East Lansing residents, but also the best way to develop something meaningful from the present collection of empty and underutilized buildings scattered across multiple parcels. A major, nationally reputed developer known for transformative mixed use projects has taken an active interest in the MSU market. This interest was piqued through the Capital Gateway/Red Cedar Golf Course project, but there is potential for additional development in downtown East Lansing. No promises are made, but the interest and intentions are genuine. However, as any developer with an honest interest in the Park District would acknowledge, the RFQ/P is lacking much of the necessary information to make a detailed proposal, and the situation is in too much flux to determine at this time exactly what development components would be both financially feasible for the developer and attractive for the community. Developing the Park District in the aftermath of City Center II is a historic opportunity, but it is also challenging on multiple fronts. The parcels of land in questionboth publicly and privately ownedare arguably as strategic to the future of East Lansing as any in the entire city. However, its not clear at the present time which parcels will ultimately be available for developmentthe only certainty is that there will likely be numerous changes in the scope of any project in the future. Successful development will require patience, proven access to institutional capital and the capital markets, and the ability to work in partnership with the citizens of East Lansing and with East Lansing government. Our proposal takes a two-step approach: Step One creates an ongoing process of rebuilding trust, building consensus and community support; Step Two looks to leverage the expertise and financial capabilities of this world-class developer with extensive experience in complex mixed-use projects often in academic settings. Our road map for the East Lansing RFQ/P mirrors that of the Capital Gateway project in Lansing, where grassroots input has been integral to the development process, and where this involvement was rewarded with approval in a public vote. We believe that the citizens of East Lansing deserve their own collaborative community/developer venture, one which uniquely reflects the specific options that ultimately present themselves. We strongly believe East Lansing is as desirable a place for a highly reputable national developer to invest as any university community in the country, given the opportunity and encouragement. Unlike many other university towns, East Lansing residents, including those who opposed City Center II, want development

and progress. They just want it to be smart, successful development that respects the values of all the stakeholders in, and is not a financial drain on, the community. With its strong neighborhoods, East Lansing proudly retains something of a small town feel much valued by its permanent residents. But, there is no reason East Lansing cannot capture the elegant balance that make other university communities, such as Chapel Hill, Austin, and Palo Alto, magnets for people of all ages and economic backgrounds. We sincerely believe the community is poised to take the next step in the evolution of downtown, and that it can attract something more than the usual housing and businesses targeting the undergraduate demographic. But for this to really happen, not just be hoped for, involvement by a developer with substantial and patient capital is needed, along with the experience to deal with real world, often changing, market complexities, all the while not losing sight of what the community wants. The East Lansing RFQ/P should be more than just a costly salvage operation of the wreckage of an abandoned project. The right path forward, even though it will take time, should be around a new visionone that brings together the wisdom, experience, and desires of East Lansing stakeholders, who know their community best, and world-class developers with proven expertise and ample access to institutional capital. The Parkside Project is that project.

Christopher Jerome

Proposed Process

1.

Continue the process of seeking community input and support begun in creating the RFQ/P. Organize forums mirroring the Red Cedar Community Conversation held in Lansing. Forums run by citizen groups, with participation from the business community and MSU. Candid discussion of realistic options under market conditions Create Summary Report of options reflecting goals of community and financial realities. Engage in an iterative process of ongoing discussions based on evolution of Project.

2. Engage owners of adjacent private parcels. Explore acquisition of air rights to historic East Lansing Post Office Building (Dublin Square). Acquisition of empty adjacent parcels.

3. Create conceptual rendering and project pro forma. Public discussion of initial project acceptability and financial feasibility. Extensive public discussion on financial model Evaluation of sources and uses of capital Clear plan to address outstanding debt tied to city-owned parcels

4. Coordinated process with City for public vote on sale of properties (per charter). As with the Red Cedar Golf Course sale, this would legitimize the project with the public.

5. Negotiation of Development Agreement between City & Developer.

6. Formal approval by East Lansing City Council

The Parkside Project Vision: Preliminary Concept Summary

Mid-rise or high-rise mixed use development Distinguished design that respects community businesses and neighborhoods. Multiple structures likely Ability to build in stages Competitive bidding opportunities for local firms Construction reflecting environmentally friendly practices

Financially Sound and Low-Risk for the City

Respect for Valley Court Park Green Space Protect and enhance the charm of Valley Court Park

Respect for quality of life in adjacent residential neighborhoods Emphasis on potential noise, traffic, sunlight, and parking issues Pedestrian and bike friendly design

Respect for MSU Enhance downtown East Lansing in manner that positively impacts MSU Create new options for faculty, staff, and alumni, in addition to permanent residents Create new options to enhance recruiting faculty to East Lansing

Respect for historic buildings and their architectural status in Community Peoples Church Historic East Lansing Post Office Building (Dublin Square)

Connect Valley Court Green Space with Downtown Business District Project should connect these areas via design and mixed use elements

Patience and Sufficient Financial Resources A potentially lengthy process Community seeks thorough and ongoing discussion of options Options will likely evolve over time Ability to fund acquisition of other parcels Ability to potentially underwrite public infrastructure costs Demonstrated ability to execute complex projects crucial to success

Development Entity

Legal name: Address: Intended Members:

The Parkside Project LLC 1919 S. Creyts Road. Lansing, MI 48917 Carpenter & Company (corporation) Scott Vermilya Christopher Jerome Christopher Jerome 517-351-0400 (office) 517-712-2889 (mobile) jerome.chris@gmail.com Scott Vermilya 617-999-7949 svermilya@hencg.com

Authorized Agent for Developer: Contact Information:

Authorized Agent for Carpenter: Contact Information:

REQUEST FOR QUALIFICATIONS AND PROPOSALS Park District Planning Area East Lansing, Michigan USA
THE CITY OF EAST LANSING EAST LANSING DOWNTOWN DEVELOPMENT AUTHORITY Lori Mullins, LLA, CTA Community and Economic Development Administrator City of East Lansing 410 Abbot Road East Lansing, MI 48823 lmullin@cityofeastlansing.com

PROPOSAL CREATED BY: Heneage Consulting Group 907 Massachusetts Avenue Cambridge, MA 02139 Carpenter & Company Charles Square 20 University Road Cambridge, MA 02138

PROPOSAL CREATED IN COOPERATION WITH: Mr. Christopher Jerome c/o Preferred Automotive Corporation 1919 South Creyts Road Lansing, MI 48917

I.

Firm Name and Contact Information Carpenter & Company Charles Square 20 University Road Cambridge, MA 02138 Telephone: (617) 876-9800 Fax: (617) 864-5990 Web: www.capenterandcompanyinc.com Authorized Agents: Richard L. Friedman, President and Chief Operating Officer Peter Diana, Vice President and General Counsel

II.

Firm Overview In existence since 1898, Carpenter & Company is a highly respected and experienced firm involved in real estate development, ownership and management. Incorporated in 1973 by Richard Friedman, Carpenter has devoted its resources to the development of hotels, mixed-use projects and retail properties. We have a long and successful history as a developer of hotels and complicated, large-scale urban projects and are particularly adept at working closely with governmental, community, union, neighborhood and political groups to create an inclusive development process that helps ensure the successful completion of a project. Our projects become part of the fabric of the communities in which they sit and serve as gathering points for all members of the community. From nationally renowned restaurants to critically acclaimed jazz clubs, our developments and associated amenities are a focal point not only for our on site guests but the surrounding communities as well.

III.

Project Contact Darren Messina Vice President Design and Construction Carpenter and Company Charles Square 20 University Road Cambridge, MA 02138 Telephone: (617) 876-9800 E-Mail: dmessina@carpenterholdings,com

IV.

Corporate Organizational Chart

Richard(Friedman(-( President(and(COO(

Darren(Messina(( Vice(President,(Design(and( Construction(

Peter(Diana(( Vice(President(&(General( Counsel((

Project(Support(Staff(

Kathryn(Burns( Strategic(Advisor(

Phillip(C.(Vitali( Vice(President(and(Chief( Financial(OfGicer(

V.

Development Team Bios Richard L. Friedman, President and Chief Executive Officer Mr. Friedman is an entrepreneur and real estate developer. Mr. Friedman began developing hotels and mixed-use projects in the early 1970s. As President of Carpenter, he developed Charles Square and the 293-guestroom Charles Hotel, the Liberty Hotel in Boston, the St. Regis San Francisco, the Brookline Marriott Courtyard, and Hyatt hotels in Cambridge, Massachusetts and Princeton, New Jersey. Carpenters St. Regis project was the recipient of the 2005 Development of the Year Award from the Americas Lodging Investment Summit, and Carpenters Liberty Hotel project was a finalist for that same prestigious award three years later. Mr. Friedman has also developed numerous other projects, including office buildings and shopping centers. Mr. Friedman was the founder of the Interagency Security Task Force for Washington, which works with the U.S. Secret Service, the Department of Homeland Security, and others to improve security in Washington while preserving democratic and urban values. He remains active with the Task Force. Mr. Friedman is also the former Chairman of the National Capital Planning Commission, the Federal governments urban planning agency in charge of all master planning, monuments, and parklands in the Metro D.C. area. Mr. Friedman serves on numerous boards of directors including the NYSE-listed Gatehouse Media, and the Steppingstone Foundation, which assists low-income students in reaching higher education goals. Mr. Friedman received a B.A. degree from Dartmouth College in 1963.

Development Team Bios (Continued) Peter Diana Vice President and General Counsel Mr. Diana joined Carpenter in 1992. While at Carpenter, Mr. Diana has worked on a number of hotel projects, including the Liberty Hotel, the St. Regis San Francisco, and the Westin Boston Waterfront. Before joining Carpenter, Mr. Diana was a Junior Partner at the Boston law firm of Hale and Dorr where he worked on a number of large mixed-use projects. Mr. Diana also served as an adjunct professor at Cornell Law School, where he taught a course in real estate development and finance for three years, and as a lecturer at the MIT Center for Real Estate where he taught a course on real estate law. Before becoming a lawyer, Mr. Diana worked as a regional planner at the Philadelphia-based architecture and planning firm of Wallace, Roberts and Todd. Mr. Diana received a B.A. from Middlebury College, a Master of Regional Planning degree from the University of Pennsylvania, and a J.D. from Cornell Law School. Darren D. Messina, Vice President Design and Construction Mr. Messina joined Carpenter in 1987. While at Carpenter, Mr. Messina has served as project manager for the construction of the Liberty Hotel, the St. Regis San Francisco, the Brookline Marriott Courtyard, and the Logan Airport Hilton, and worked on design and construction issues relating to the Westin Boston Waterfront. Mr. Messina also served as project manager on a number of Carpenters retail projects. Mr. Messina received a B.A. degree in marketing and management from Boston University in 1987. Phillip C. Vitali, Vice President and Chief Financial Officer Mr. Vitali joined Carpenter in 2001. While at Carpenter, Mr. Vitali has been responsible for the financing and refinancing of a number of Carpenters projects, including the Liberty Hotel, and Charles Square and the Charles Hotel. Prior to joining Carpenter, Mr. Vitali was Executive Vice President and Chief Financial Officer of MGI Properties, a New York Stock Exchange real estate investment trust. At MGI, Mr. Vitali had responsibility for financial and treasury management, property management, information technology, human resources and investor relations. During his 20 years at MGI, Mr. Vitali was extensively involved in complex debt and equity financings, as well as numerous property acquisitions and dispositions. Mr. Vitali received a M.B.A. degree from Yale University, a M.A. degree from the University of Chicago, and a B.A. degree from Boston College. VI. Representative Projects St. Regis Hotel and Residences San Francisco, California Carpenter & Company developed the five-star St. Regis Hotel at the corner of Third and Mission Streets in San Francisco. The St. Regis, which opened in 2005, is adjacent to the San Francisco Museum of Modern Art and across the street from the Moscone Convention Center. The St. Regis includes 270 guestrooms, extensive meeting facilities, a ballroom, two restaurants, a spa and a health club. The luxurious guestrooms all include flat screen TVs in the bedrooms and bathrooms, separate showers and tubs, twice daily housekeeping, and butler service. Carpenter was selected as the developer of the St. Regis site by the San Francisco Redevelopment Agency. Nine teams, including the team led by Carpenter, submitted proposals for the site. Among the respondents were Raddison, Wyndham, Penninsula,

Promus and Tishman International. Based on an independent review of the proposals prepared by KPMG Peat Marwick (which recommended Carpenter), Carpenter was designated as developer of the site. The St. Regis occupies the first 20 floors of a 42-story tower developed by Carpenter that also contains 102 residential condominium units and a 20,000 square foot museum. A portion of the St. Regis site is occupied by the historic Williams Building, which was built in 1907 and incurred extensive structural damage in a 1989 earthquake. Carpenter was widely praised for its close work with governmental regulators and architects that led to a plan to save the historic building and successfully incorporate it into the project.

St. Regis Hotel and Residences San Francisco, California (Continued)

Charles Square Cambridge, Massachusetts Carpenter & Company was the developer of Charles Square, a mixed-use project located between the Charles River and Harvard Square in Cambridge, Massachusetts. Charles Square is situated on a four-acre site that at one time was proposed as the location for the John F. Kennedy Presidential Library. Concerned about the traffic that the Presidential Library might generate, the local community objected to the development, and the library proposal was withdrawn. The Massachusetts Bay Transportation Authority, which owned the site, then issued a Request for Proposals for the development of what by that time had become a highly

controversial location. Carpenter was selected as developer after proposing a sensitive design that provided for the site to be developed for a mix of uses compatible with the existing Harvard Square environment. In designing and building Charles Square, Carpenter worked carefully with the City of Cambridge, Harvard University and the local community. The project has been an enormous success in large part because of Carpenters willingness to creatively respond to the desires of the City, the University and their various constituencies. Charles Square is a model of successful public, private, and institutional cooperation. Charles Square is an 800,000 square-foot project that includes the 293-guestroom Charles Hotel, as well as 86 residential condominium units, 110,000 square feet of office space, a retail component, and a below grade 700-space parking garage. The Charles Hotel is an independent full-service luxury hotel. In addition to its guestrooms, the Charles contains a 4,000 square foot ballroom, five conference rooms, three executive boardrooms, two award-winning restaurants, a jazz club, a bar, and The Pavilion, an 11,000 square-foot conference facility. Rialto Restaurant at the Charles was named one of the top 25 restaurants in the world by Travel & Leisure Magazine. The Charles Square project, of which the Charles Hotel is a part, also includes residential condominium units, an office building, a retail component and a below grade parking garage.

Charles Square Cambridge, Massachusetts (Continued)

Princeton MarketFair, Princeton, NJ Carpenter and Company was brought in to spearhead the redevelopment of 240,000 sf Princeton MarketFair specialty retail center. MarketFair is a 240,000 square foot retail destination located in Princeton, New Jersey. The unique center was features both interior and exterior-facing retail space that many regard as the precursor to todays modern outdoor lifestyle centers. MarketFair is anchored by Barnes & Noble, United Artists Theatres and many of the nations most desirable retailers, including Anthropologie, Pottery Barn, White House Black Market and Williams-Sonoma

The Hanover Inn Hanover, NH After a review of a number of proposals from competing entities, Dartmouth College, the Owner of the Hanover Inn, turned to Carpenter & Company to renovate, reprogram and reposition its 121-year-old downtown landmark inn. In working with the College and the Town of Hanover Carpenter was able to successfully renovate the existing hotel to current luxury standards as well as develop additional meeting and conference space which was needed by the college to ensure the Inns future financial stability.

The Liberty Hotel Boston, MA Carpenter & Company redeveloped Bostons historic Charles Street Jail into the fourstar Liberty Hotel. The Liberty sits at the foot of Beacon Hill, Bostons most affluent and charming neighborhood. The Liberty opened following a complete renovation of the landmark jail that was originally constructed in 1851. In addition to the adaptive re-use of the Jail building, the project included the construction of a new 16-story guestroom wing. The Liberty contains a total of 298 guestrooms, two restaurants, two bars, a ballroom and meeting space. Carpenters Liberty Hotel project involved the conversion of a National Register building into a hotel. The Liberty, which includes 298 guestrooms, extensive meeting space, two restaurants and two bars, is located on land owned by Massachusetts General Hospital and ground leased to an affiliate of Carpenter. Mass General selected Carpenter to develop the Liberty following a competition that attracted a large number of respondents. The Liberty project required careful coordination with the Federal, State and local historical regulators, who were consulted regularly during the development of the project, and approved the project plans. The Liberty was awarded more than $19 million in Federal and State historic tax credits, which were instrumental in its financing. Finally, this project required careful coordination with the City of Boston and the neighborhoods surrounding the site. Boston is a challenging city in which to obtain permits and approvals for development projects, in large part because the neighborhoods care passionately about development and its impacts. Carpenter was successful in these efforts and prides itself on its ability to work cooperatively with governmental agencies and neighborhood groups to create projects of lasting value that win the endorsement of the municipalities and neighborhoods in which they are located.

VII.

Additional Information
Over the years, Carpenter has successfully developed long-lasting relationships with numerous joint venture partners, lenders, institutions, retailers, unions, community groups, cities, and towns. Among Carpenters business partners and lenders are Cascade Investment, Baynorth Capital, Bentall Kennedy, Starwood Hotels, Marriott Hotels, Hyatt Hotels, Hilton Hotels, Citibank, Deutsche Bank, and Banco Santandar. We are committed to these relationships, and to the projects that we develop and manage. As an established developer and manager of real estate, Carpenters philosophy is long term, so as to create environments that are stable additions to the communities in which they are located. As a result of our expertise and the development of these relationships, in the past 10 years Carpenter & Company has successfully developed projects valued today at more than $1 billion. See attached for project comments and references.