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    Mdi Prkig Lt Rdvlpmt Prctpresented to

    Th Ldl Cmmity

    December 14, 2011

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    Overview of BPG Properties, Ltd.

    History

    Local Investment and Development

    Other Recent Projects

    Introduction of Project Team

    Overview of Redevelopment

    Sample Mixed Use Transit Oriented Developments

    TabLe of ConTenTs

    I

    II

    III

    IV

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    BPG Properties, Ltd. (BPG) is a private equity real estate fund manager based in the Greater Philadelphiaarea with a proven track record in the acquisition, development and investment management of all majorproperty types throughout the United States.

    ThermisbasedinPhiladelphiaandhasregionalofcesinBoston,Washington,DC,Raleigh-Durham,Atlanta,ChicagoandLosAngeles.

    BPGs current portfolio consists of nearly 19,000 apartment units and student housing in 70 communitiesandmorethan24millionsquarefeetofofce,retailandindustrialpropertiesthroughoutthecountry.

    Sinceitsinceptionin1980,BPGhasbeenbuildingvalueinabroadrangeofvalue-addedrealestateon behalf of institutional investment partners including corporate and public pension funds, endowmentfunds,foundationsandnancialinstitutions.

    EachpropertyinthermshighlydiversiedportfoliobenetsfromBPGssignaturedirectoperatingapproach.

    CoMPanY oVeRVIeW

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    M a d i s o n A p a r t m e n t G r o u p , L. P. acquires and operates apartment and student housing communitiesthroughout the United States. The company is committed to enhancing the quality of life for residentsofitsaward-winningcommunities.Presently,Madisonoperatesnearly19,000unitsin70communitiesnationwide on behalf of BPGs partnerships.

    B P G D e v e l o p m e n t C o m p a n y, L . P. is responsible for BPGs development and adaptive reuse projects. Since2000,thermhasdevelopedand/orredevelopedmorethansixmillionsquarefeetonbehalfofafliatesofBPG.Presently,thermcontrolslandonwhichitcandevelopanadditional12millionsquarefeetofofce,industrialandretailspace.

    B P G M a n a g e m e n t C o m p a n y, L . P. was formed in 1987 and specializes in the property management ofofce,retailandindustrialfacilities,withmorethan12millionsquarefeetundermanagementatthistime.

    B P G Ma n a g e me n t Co m p a ny - N C , LL Cis a full service property management and leasing company thatoversees the management, leasing and operations for more than four million square feet of industrial andexspaceinover60buildings,withdevelopmentpotentialof530,000squarefeet,plusthreeshoppingcenters,totaling500,000squarefeet.

    oPeRaTInG CoMPanIes

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    Property: Amtraks30StreetParkingGarage

    Philadelphia, PA

    Size: 1,525spaces

    Type: Parking Garage

    Relevance: Large,complex,inll,publictransit, public/privatepartnershipOverview:

    InApril2004,BPGcompletedthedevelopmentofanine-story,1,525carparkinggarage,locatedadjacenttoAmtraks30thStreet Station in Philadelphia, Pennsylvania, for the National

    RailroadPassengerCorporation(Amtrak).TheparkinggaragewasopenedtothepubliconMay3,2004.

    BPG served as the developer of the parking garage. Aegis

    Property Group, Ltd. was the development manager for

    Amtrak.ProjectarchitectsincludedbothUrbanEngineers/STVArchitects and Bower Lewis Thrower Architects. Shoemaker

    ConstructionCompanyservedastheconstructionmanagerfor

    the project.

    ConstructionoftheparkinggaragebeganinFebruary2003,followingtheJanuary2003closingof$50millionintax-exemptbonds issued by the Pennsylvania Economic Development

    FinancingAuthority(PEDFA),whichwasusedtonance100%of the project cost.

    DeVeLoPMenT eXPeRIenCe

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    Project: 300FourFalls

    Conshohocken,PA

    Sq. Ft: 290,0000

    Type: Ofce(NewConstruction)

    Overview:

    Inthefallof2004,BPGcompletedthedevelopmentof300FourFalls,a290,000squarefootofcebuildingprominentlylocatedbetweentheSchuylkillRiverandSchuylkillExpressway(I-76)

    inWestConshohocken,Pennsylvania.Thebuildingcontainsseven-storiesofpremierofcespacesituatedatopasix-levelparking garage. It was developed on a speculative basis by the

    rmduetothelimitedamountofspaceinthemarket.

    300FourFallshasastunningexterior,comprisedofapolishedgranite wall system with a continuous ribbon window system that

    allowsforoor-to-ceilingglassontheeastandwestelevations.Thebuildingsinteriorfeatures30x30structuralbaysthroughitscenterwith30x45perimeterbays,allowingforefcient

    planning.

    Priortosellingthepropertyin2005,BPGleasedmorethan90percentofthepropertytotenantsincludingEMC,CSFB,TheJohnTempletonFoundation,TakedaPharmaceuticals,Miller&Chevalier,ECBM,SmithBarney,AmericanCapitalandTheJudge Group.

    ...we moved into our impressive new facility on time and withinbudget. I am delighted to be able to strongly recommend BPGfor their thoroughness, attention to detail and professional ex-

    cellence.JohnTempleton,Jr.,MD,JohnTempletonFoundation

    ..we have been incredibly pleased at the quality of the build-ing and the level of the service from the staff here.

    KennethE.Jones,AmericanCapital

    DeVeLoPMenT eXPeRIenCe

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    Property: 1000ContinentalDrive

    King of Prussia, PA

    Sq. Ft: 200,000SF(Existing)

    Type: Ofce

    Overview:

    BPGbegantheconstructionof1000Continental,asix-storyeliteofcebuildinginthespringof2006.Thebuildingwascompleted in October 2007.

    Prominently situated at the intersection of Routes 202, 422 and

    theSchuylkillExpressway(I-76),1000ContinentalDriveofferslandmark visibility and superior access to the regions major

    highways, retail and dining centers and far reaching suburban

    labor pool. The buildings proximity to the regional highway

    system is enhanced by its location on the local road network,

    offering exceptional access from Philadelphia, The Main Line

    and Suburban growth communities. Each and everyday more

    than 170,000 cars will drive by this prestigious building.

    The building features environmentally responsible design,

    construction and management that has earned LEED Silver

    CerticationandincludesIntelligentbuildingdesigntosupportintegrated building controls and advanced IT solutions. 1000

    Continentalalsohasanon-sitetnessfacility,wirelesscafeandcomplimentary concierge services.

    DeVeLoPMenT eXPeRIenCe

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    Property: EastGateShoppingCenter

    Moorestown, NJ

    Sq. Ft: 855,000SF

    Type: Retail Development

    Relevance: Large, complex, transit oriented

    Overview:

    BPG created this Trophy Retail Powercenter in six phasesbetween1993and2001.Thedevelopmentprocessincludedbuying over 100 acres of land, changing the zoning from

    ofcetoretailuse,buildinga$13millionrampsystemoffofInterstate-295,andattractingsomeofthenationsbiggestretailnames.

    Today,EastGateisleasedtobrand-nametenantsincluding:HomeDepot,ShopRite,OfceMax,Barnes&Noble,DicksSporting Goods, Old Navy, and many others. The shopping

    center is regarded as the most successful in South Jersey and

    has been recognized as a trophy class retail development.

    DeVeLoPMenT eXPeRIenCe

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    Property: Ellis Preserve

    Newtown Square, PA

    Sq. Ft: 850,000SF(Existing) 1,000,000SF(Planned)

    Type: Ofce/R&D/Retail

    Overview:

    Originally developed as a corporate headquarters in the 1980s,

    EllisPreserveoffers850,000squarefeetofexistingofceandresearch/developmentspaceonabeautiful200-acrecampus,locatedattheintersectionofRoutes252and202intheheartofNewtown Square, Pennsylvania.

    Since acquiring the property, BPG has completed the

    redevelopmentofa240,000squarefootofce/researchanddevelopment facility as well as three stone cottages, totaling

    30,000squarefeet.Presently,thermisdevelopinga130,000squarefootmedicalofcebuildingforMainLineHealthonthecampus.

    Additionally, BPG is completing the approval process for up

    to450,000squarefeetofretailspacewithinamasterplannedretailtowncenterdevelopment.Whencompleted,thetownsquare will offer speciality retail, open air cafes, upscale dining

    and hotel accommodations, all designed around a beautifully

    landscaped, central courtyard and pedestrian walkways.

    DeVeLoPMenT eXPeRIenCe

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    Property: Philadelphia Zoon Intermodal

    Transportation Improvement ProjectPhiladelphia, PA

    Type: Masterplanning,design,nancial feasibility,nancing

    Relevance: Large,variousstakeholders,inlltransit oriented

    Overview:

    BPG was selected in 2009 by the Philadelphia Zoo to act as

    consultantforthefollowing:

    Identify ways to create an intermodal transportationsystemat35thandGirardthatwouldincorporaterail,bus, and vehicular access.

    Design a 1,000 car parking garage

    Designnearly25,000squarefeetofretailspacealongGirard Avenue

    Make highway and road improvements along GirardAvenue,34thStreet,andtheoff-rampsfromI-76

    Improvewayndingandlightingexperienceinthearealeading up to the Zoo entrance

    DeVeLoPMenT eXPeRIenCe

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    Property: TheBarbizon63Condominiums

    63rdandLexingtonAvenueNew York, NY

    Size: 67units

    Type: Multi-FamilyRedevelopment

    Relevance: Large,complex,inll

    Overview:

    BPGcreatedthishighlysuccessfulmulti-familycondominiumin one of the worlds toughest construction environments, New

    YorkCity.ThedevelopmentrequiredcoordinationwithallNYCjurisdictions, marketing tours with residential brokers under

    construction, building logisitics , and remaining within budget

    ona$70millionlandmarkre-constructionofthefamousBarbi-zon Hotel.

    ThequalityoftheBarbizon63issecondtonone.Itistherstbuildinginthecitytosuccessfullyincorporateintegratedintelligentbuildingsystemsthatutilizefullberbackbonetechnologyforallserviceswhileprovidingtopightconciergeservice, security, and comfort with unfettered views of the

    Upper East Side of Manhattan

    DeVeLoPMenT eXPeRIenCe

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    Property: Madison at Montgomery

    2701 Elroy Road Hateld,PA

    Size: 264units

    Year Built: 1969

    Redevelopmnet: $16Million

    Highlights

    Locatedon18acresinHateldTownship

    Required the vacating of all residents of the complex

    The buildings dated brick veneer facades, many of whichwere exhibiting structural failure at the time of acquisition,were removed and replaced with durable masonry siding andeldstonekneewalls

    New larger Energy Star rated windows were added for greaternatural light

    New steeper pitched roof trusses were added along with dormerwindows to improve and modernize the overall aesthetic

    The interiors were rebuilt and rewired

    NewenergyefcientandprogrammablecentralHVACpackageunits were added

    Theinteriorsweredesignedasopenoorplanswithgreaterfunctional space

    NewWhirlpoolEnergyStarapplianceswereinstalledintheunitsalongwithnewwatersavingxtures,extensiveaddedinsulation,newcabinetry,countertops,ooring,andlightingthroughout.

    ReLeVanT eXPeRIenCe

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    Property: Madison at Dogwood

    2920 Hannah AvenueEast Norriton, PA

    Size: 144 units

    Year Built: 1968

    Highlights

    LocatedinMontgomeryCounty

    Each building was thoroughly updated with new Hardie Planksiding, shutters and gable style accents

    Therenovationtransformedthelookofthe40-yearoldcommunity, which was originally constructed with mansardroofsextendingdowntotherstoor.Themansardroofswereremovedentirelyandreplacedwithatwo-storydesigncomprisedof low maintenance cementitious siding and new multiple gable

    roofs.

    Brick columns were added around the balconies to increase theirsize and to interrupt the linear appearance of the buildings.

    The windows and sliding doors were replaced with new LEED

    rated insulated glass while the balcony and patio lighting waschangedtonewenergyefcientlightingxtures.

    Interior improvements included renovations to the common areasof the eight buildings. Each building received new ceramic tileooringinthefoyerentrancesalongwithnewcarpeting,paintingand new upgraded lighting throughout and new railings andhandrailsonthesecondoors.

    The doors to each apartment unit were also upgraded andreplaced.

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    Property: MadisonatWillowyck

    1 Marlborough LaneUpper Gwynedd, PA

    Size: 308units

    Year Built: 1972-1975

    Highlights

    $4millionrenovationaClassAmulti-familycommunitylocatedinUpper Gwynedd Township.

    Interior renovations were designed to add a lot of natural light tothe apartments and enhanced the sense of spaciousness in what

    were already considered large units. The dividing wall betweenthe kitchen and dining room was replaced with a knee wall and abreakfast bar was added to the wall abutting the living room. The

    kitchen space was expanded by relocating the washer and dryerto a hall closet.

    Extensive upgrades to the kitchens were done with the originalcabinetry and countertops being replaced with modern maple

    cabinetry and attractive granite countertops. New stainless steelappliancesandnewcontemporaryplumbingandlightingxtureswere also added.

    Additional upgrades included new interior doors and millworkand new neutral carpeting throughout the apartments as well asnewvanitiesandplumbingxturesinthebathrooms.

    The exterior of the buildings were renovated with new roofs,windows, doors, painting and landscaping improvements.

    In 2009, the property received the Best in Apartment Living

    Award from the Apartment Association of Greater Philadelphia

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    Property: MadisonatHuntClub

    10HuntClubTrailLower Gwynedd, PA

    Size: 324units

    Year Built: 1986

    Highlights

    $3.4millionrenovation40-acrecommunityinLowerGwynedd Township

    Theexteriorrenovationsincludednewenergy-efcientwindows, full exterior wood repair and replacement, new

    signage, upgrades to the pool and clubhouse as well as

    site lighting and landscaping improvements throughout the

    community.

    Renovations of the interiors included new doors, hardwareandtrim,newooringinthebathroomsandkitchensalongwith new carpet and lighting throughout.

    Kitchen countertops were replaced and new plumbing

    xtureswereinstalled. Renovations began during the second quarter 2009; all

    exterior renovations are complete and the interior upgrade

    programcontinueswith93unitscompletedasofNovember30,2010.

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    aRea PRoPeRTIes

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    InTRoDuCTIon of PRojeCT TeaM

    Parking Design

    WorkedwithBPGindesignof30thStreetStation Garage in

    Philadelphia

    Project Architect

    WorkedwithBPGindesign and construction

    ofover1millionSFof local commercial

    development

    Project Advisor

    WorkingwithBPGin design and

    masterplanning of

    over1,000multi-family

    apartment units locally

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    oVeRVIeW of DeVeLoPMenT

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    StreetscapeExperience

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    RETAIL9,500sf

    RETAIL11,000sf

    RETAIL9,500sf

    MADISON ST.

    DSTREET

    HOUSING

    MULTI-LEVELGARAGE

    approx 413

    LOADING

    TOWNHOUSES

    LOBBY

    ARCHWAY

    PLAYFIELD

    PLAYGROUND

    COURT

    YARD

    PIAZZA

    IN&OUT

    IN-ONLY

    E

    SE

    S

    S

    S

    S

    S

    S

    311 MAIN

    ARCADE

    NRICHARDSONSTREET

    W 3RD STREETW 3RD STREET

    W 2ND STREET

    NEWST

    REET:ONE-WAY

    WOODST

    GREENWAY

    PLAYFIELD

    GREENWAY

    GREENWAY

    E3- ZIPCARS

    IN& OUT

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    TRansIT oRIenTeD DeVeLoPMenT

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    MIXeD use DeVeLoPMenT

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    MIXeD use DeVeLoPMenT