Peebles’ Criminal Misrepresentations & Public Fraud 1

“Lies, damned lies, and a damned liar” To The Mecklenburg County Board of County Commissioners

Bill James | Jim Puckett | Matthew Ridenhour | George Dunlap | Pat Cotham | Dumont Clarke | Trevor Fuller | Ella B. Scarborough | Vilma Leake

How devastatingly vague is Roy “Don” Peebles’ offer if he tried to renegotiate it? What could Mecklenburg do when there are no binding conditions? Now consider it as a fact

that he’s going to break his agreement with you. None of Peebles’ documents incorporate any indicia of a good faith financial offer. There is no accounting for time decay, tax

incentives, no consistent formulations, obvious exaggerations, and no accounting for Net Present Value including federal, state, city, and/or county subsidies. Additionally, the

massive difference between his offer and others should be a red flag. In essence, the numbers are trash and the offer is bait.

Most Importantly Are Peebles Misrepresentations about his lawsuits, bankruptcies, and foreclosures

Attached are documents relating to Peebles',

Bankruptcies Lawsuits Foreclosures

- PADC Marketing LLC;

- Royal Palm Investors, LLC

- Royal Palm Senior Investors, LLC;

- PADC Hospitality Corp. I, LLC;

- PADC Hospitality Corp. II, LLC;

And others

-Washington D.C. Attorney General v. 2100 MLK Associates; Peebles countersued (Nov. 2012);

- Florida Attorney General v. The Peebles Corp., Inc. (2011), Case No. 11-12910 CC 05.

- Broward County v. Roy D. Peebles, PADC Hosp. Corp.; Peebles countersued (Nov 2001);

- Judith Werner v. PADC Marketing LLC (Final Judgment March 2008, all counts, against Peebles), currently under

second appeal by Peebles;

- Puig v. Roy D. Peebles, PADC (Final Judgment 2015, against Peebles, currently under appeal);

…..

Too many to list.

- Royal Palm, foreclosure, $143m, Miami,

Florida;

- Pacifica Quarry, Pacifica, California (Jan.

2010);

Peebles’ Criminal Misrepresentations & Public Fraud 2

HR&A Advisors, Inc.

We suggest that the Board ask HR&A Advisors if they had any contact with The Peebles Corporation and/or Don Peebles or Amelia Patt prior to the RFP responses. Information suggests that HR&A and Peebles

have a pre-existing, undisclosed relationship and that they discussed the RFP with Peebles. Also, HR&A’s Brooklyn Village documents bear a uncanny resemblance to Peebles Pacifica RFQ response; they are both

based in New York City (unlike many other teams). It deserves inquiry.

HR&A RFP Documents (Brooklyn Village) Peebles Pacifica RFQ Response (Jan. 22, 2016)

Peebles’ Criminal Misrepresentations & Public Fraud 3

Fully Refundable Deposits?

Peebles will leverage the land, drag his feet, complain about an EPA violation, sue the County, and then, when he has extracted all the value he can, sell it to another developer.

“Together with the land proceeds, the County will realize $56,830,000 in total value from the transaction.

Upon selection we will fund a good faith deposit of $200,000 and an additional $1,000,000 upon execution of a definitive development agreement and/or purchase

agreement. The deposits shall remain fully refundable until the completion of an acceptable due diligence period, receipt of site plan approval, entitlements and building

permits. The $1,200,000 deposit shall be credited against the first lump-sum payment for phase 1.”

Peebles wants the land in exchange for two FULLY refundable deposits. He will hope to get a big mortgage and cash out. Or he will stall, stall, stall; then get another investor to

put up the equity. Free money for Peebles, if you fall for it. This is bad for the taxpayers and the projects likelihood for success.

Peebles Financial Offer (Exact Wording) Reality/Translation

BK Partners is proud to offer Mecklenburg County a purchase price of

$33,700,000 based on the residual land value.

An LLC is not a partnership, Peebles (as managing member of an LLC) has significant

leverage over non-“partners”, such as no fiduciary duties. That means he can do

whatever he wants to Conformity Corporation. And he will.

There is no such “BK Partners LLC” registered in NC. Suggesting Conformity has no

interest in “BK Partners” yet, and likely won’t ever. There is a BK Partners LLC already

registered in DE. This suggests that Conformity does not have an LLC agreement in

place.

Peebles’ Criminal Misrepresentations & Public Fraud 4

In addition, we are providing the County with horizontal infrastructure

improvements, a state-of-the art Second Ward Park and cultural space, totaling

$23,130,000 in public benefit improvements.

Together with the land proceeds, the County will realize $56,830,000 in total

value from the transaction.

The land proceeds will be paid to the County in three lumpsums

as follows:

• Phase 1: $15,000,000

• Phase 2: $3,800,000

• Phase 3: $13,900,000

Upon selection we will fund a good faith deposit of $200,000 and an additional

$1,000,000 upon execution of a definitive development agreement and/or

purchase agreement. The deposits shall remain fully refundable until the completion of an acceptable due diligence period, receipt of site plan approval,

entitlements and building permits. The $1,200,000 deposit shall be credited

against the first lump-sum payment for phase 1.

b. Financial Statements

Please see the financial statements of Peebles and Stantec at the end of this

Clearly exaggerated and meaningless numbers, also likely Peebles will seek grants, tax

credits, and deductions for these PBIs. It is not cash.

The BOCC accurately described this as an illusory number.

Not adjusted for time decay (time value of money). For example, if Phase 3 starts in

2026, $13.9m is actually worth $5.1m now (per GAAP). A backloaded payment

scheme, not adjusted for NPV, is a major red flag; think how much $100b is worth to

you in a hundred years.

You’re stuck with Peebles before you get us to put up money or agree to anything.

“Fully refundable”: the deliberate word choice should send shivers down your spines.

There are a lot of conditions to be met before the deposits become hard.

The County should publicly disclose the financial statements.

Peebles’ Criminal Misrepresentations & Public Fraud 5

document.

Conformity’s financial stattements to be submitted as a confidential seperate

package.

c. Deal Structure and Program Delivery

The Project is economically feasible on a standalone basis.

BK Partner’s financial offer is not conditioned upon any public participation. The

costs of horizontal improvements, The Second Ward Park and the affordable

housing has been subsidized by the fair market value of the land.

The Team welcomes the opportunity to discuss public participation, where the

County and/or City of Charlotte would like to see greater public benefit

improvements and have identified available funding sources.

e. Financing Plan (Sources)

Stantec is a design team, and will have 0.8% - 1.6% equity in this deal: their financial

status is irrelevant. More likely, Peebles offered them equity instead of paying them to

produce an RFP response.

Conformity’s financial statements should be publicly disclosed.

Make them guarantee it.

This is a lie. Clearly, Peebles requires subsidies (think affordable housing element).

No commitment to public participation, bogus promise.

Peebles’ Criminal Misrepresentations & Public Fraud 6

Financing Stability

In its more than 30-year history, Peebles has financed, constructed and completed

every project which it has begun development. Neither The Peebles Corporation,

its principals, any of its affiliate entities nor any of its assets have experienced

voluntary or involuntary bankruptcy or foreclosure.

The firm’s project history demonstrates the financial and technical capacity to

execute large-scale projects with a high degree of complexity. Although our firm

has experienced significant growth since inception, we are guided by our CEO &

Chairman’s founding principal –to develop projects that are transformative.

Entirely false. Please see attached list of Peebles bankruptcy and foreclosure filings

(PADC, RDP I/II, Royal Palm, and more).

"Recital A. On April 27, 2009 (the "Petition Date"), [Peebles Atlantic Development

Corporation] filed a voluntary petition for relief under chapter 7 of the Bankruptcy

Code..." United States Bankruptcy Court, Southern District of Florida, Case No. 09-

17709-LMI.

Briefly, Peebles has filed multiple bankruptcies, including PADC LLC in Florida.

Peebles is currently appealing Dora Puig’s judgment against him. The Royal Palm and

Pacific Quarry project were also defaulted/foreclosed.

See List attached.

Entirely false. Peebles few developments were overbudget, poorly managed, and

resulted in numerous lawsuits against private parties and governments. Peebles also used

far more experienced development partners for projects that were actually completed.

(Attached, Clark Construction v. Peebles, $14m verdict against Peebles).

Peebles’ Criminal Misrepresentations & Public Fraud 7

“Federal Judge Orders Developer R. Donahue Peebles to Pay $12 million to Contractors

Over Delays in the Construction of the Royal Palm Crowne Plaza”,

Douglas Hanks III, The Miami Herald, Knight Ridder/Tribune Business News (May 20,

2004).

We are confident, given our professional experience and market understanding, in

our ability to fully finance the development with financial resources that are

customarily available for commercial real estate.

Most recently, Peebles met the financial capacity requirements established by MassDOT/MBTA for the Parcel 13 – Hynes Station project in Boston, MA and

requirements established by The New York City Economic Development

Corporation (NYCEDC) for 108 Leonard in New York, NY which have total

development budgets of $350 million and $500 million, respectively.

False. Peebles cannot fully finance the development. Their financial plan relies on ~80%

equity from MacFarlene Partners, who’s “expressly non-binding” (very soft) LOI was

contingent on “2,200,000 square feet of mixed-use improvements” ($25 PSF purchase

price):

- Non-binding means nothing;

- Weak letter of interest;

- No business history with Peebles;

- California based lender (related to Peebles’ Pacifica, CA RFP response this

month?);

- “Improvements”? This is full scale, ground up infrastructure development.

- Doesn’t know Peebles’ finances!

Peebles has not begun development in Boston.

Peebles flipped his development rights at 108 Leonard to an Israeli firm, The El Ad

Group. Peebles only retained an option for a small percentage of the property and a right

to buy an apartment at a discount. He was also sued for trying to destroy a landmarked

Peebles’ Criminal Misrepresentations & Public Fraud 8

clock tower.

Financing Plan

The total project costs are approximately $683 million, of which approximately

$300 million are incurred in phase 1. It is anticipated that the Project will be

funded with a mixture of debt and equity. We have assumed approximately $444

million or 65% of total project costs will be funded by debt and $239 million or

35% of total project costs will be funded by equity contributions from both

general partner and limited partner investors.

Equity

The Project’s required equity amount is approximately $239 million, with a phase

1 equity amount of approximately $105 million.

BK Partners intends to partner with institutional equity investors and has received

a preliminary letter of interest from MacFarlane Partners. MacFarlane Partners is

a real estate investment management firm that manages $3.5 billion in assets on

behalf of some of the world’s largest pension plans and institutions. Founded in

1987, the firm is recognized as a pioneer of the urban investment concept among

institutional real estate managers and focuses exclusively on investing in

properties that promote smart growth, urban revitalization and sustainability in

select metropolitan areas of the U.S.

Nothing will get done until Peebles has found investors for every cent of his equity.

Without a current relationship with a MAJOR lender, this is impossible. Peebles letter of

interest suggests the biggest lender he could get to write even a soft letter of support is a

no-name. Peebles is waiting to win the RFP, then mortgage it to the hilt.

Also, if its through an LLC, there is no recourse against The Peebles Corporation, or

Peebles for the debt he will put on the property.

Keep in mind, a letter of interest means less than nothing.

This is about a company that has never done business with Peebles.

Peebles’ Criminal Misrepresentations & Public Fraud 9

In conformance with the requirements of the RFP, The Peebles Corporation has

provided sufficient financial information to demonstrate its capacity to fund 100%

of the $33.7 million purchase price. Without regard for MacFarlane’s or other

institutional equity, BK Partners has additional capacity to fund 100% of the pre-

development costs through construction commencement.

The contemplated structure is an 80% limited partner interest. Please refer to the

MacFarlane’s Letter of Interest for more detailed terms and structure. The balance

of the equity will be provided by BK Partners.

Debt

The required debt amount is approximately $444 million, with a phase 1 debt

amount of approximately $195 million.

The Peebles Corporation has never defaulted on its financial obligations, and

therefore enjoys consistently strong credit ratings. Given its reputation and

success, The Peebles Corporation consistently attracts leading financial

institutional as capital partners, such as Goldman Sachs, Deutsche Bank, Bank of

America, Wells Fargo, Union Bank and Apollo Financial Group. which recently

exercised an option to renew its long-term lease. Peebles also maintains

ownership of the Courtyard by Marriott Convention Center at 900 F Street in the

“Sufficient”? But will they put it up.

Not conceivable for a developer to build under this scenario.

“Lies, damned lies, and weak preliminary letters of interest”.

This will include cash out financing for Peebles, where he effectively gets cash for

giving up ownership in the project. Essentially stealing taxpayer money.

Criminally false. Should be investigated as a known misrepresentation; Peebles

(himself, and affiliates) routinely default on obligations. Please see attached list. For

example, in Miami, his companies were sued over 20 times for breach of contract over

the span of a few years.

Further, Peebles expressly intends to use an LLC. The Peebles Corporation is separate.

Peebles does not attract these capital partners, that’s why he does not have a letter of

Peebles’ Criminal Misrepresentations & Public Fraud 10

East End of Washington, DC. The successful adaptive reuse of the historic

building and subsequent first-class management has resulted in the hotel being

ranked no. 1 in performance for two consecutive years among Courtyard Hotels

Worldwide. Conformity Corporation owns and manages its developments totaling

170,000 SF in Charlotte across five properties.

support for them.

Conformity is not a “partner” or a managing member of BK Partners. Their small equity

contribution is likely to be diluted or ignored.

Peebles’ Criminal Misrepresentations & Public Fraud 11

Appendix 1

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Appendix 97

2014 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT

DOCUMENT# L11000062797

Entity Name: PEEBLES MARITIME HOLDINGS LLC

Current Principal Place of Business:

2020 PONCE DE LEON BOULEVARD SUITE 907

CORAL GABLES, FL 33134

FILED Apr 28, 2014

Secretary of State CC7949774103

Current Mailing Address:

2020 PONCE DE LEON BOULEVARD SUITE 907 CORAL GABLES, FL 33134 US

FEI Number: NOT APPLICABLE Certificate of Status Desired: No

Name and Address of Current Registered Agent:

FIELDSTONE, RONALD R 200 S. BISCAYNE BLVD., SUITE 3600 C/O ARNSTEIN & LEHR LLP MIAMI, FL 33131 US

The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.

SIGNATURE:

Electronic Signature of Registered Agent Date

Authorized Person(s) Detail :

Title MANAGER & CEO

Name PEEBLES, R. DONAHUE

Address 2020 PONCE DE LEON BOULEVARD SUITE 907

City-State-Zip: CORAL GABLES FL 33134

Title CFO

Name PADRON, IRVING

Address 2020 PONCE DE LEON BOULEVARD SUITE 907

City-State-Zip: CORAL GABLES FL 33134

I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and

that my name appears above, or on an attachment with all other like empowered.

SIGNATURE: R. DONAHUE PEEBLES MANAGER 04/28/2014

Electronic Signature of Signing Authorized Person(s) Detail Date

Appendix 98

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Appendix 105

SUNY NEWS / PRESS RELEASES / MAY 2014 / 5-28-14 LICH

Statement from Communications Director David

Doyle May 28, 2014

“The State University of New York has been negotiating in good faith over the past several

weeks to finalize an agreement with The Peebles Corporation. As demonstrated by our

continued voluntary operation of the emergency department at LICH, SUNY takes seriously

its commitment to reaching an agreement that provides continuity of health care services.

But the final transaction must also adhere to the RFP. Unfortunately, several portions of the

Peebles proposal have dramatically changed, including the possibility of long delays in the

manner and method in which health care will be provided at the site. Additionally, Peebles

is seeking a cost-sharing agreement in which taxpayers would be partially responsible for

environmental remediation, which is far outside the scope of the RFP. These deviations

from the initial proposal are unacceptable to SUNY from both a health care and business

perspective.

Therefore, SUNY has terminated negotiations with Peebles. Under the terms of the

stipulation and order SUNY will immediately begin discussions with Fortis Property

Group, LLC which is working with NYU Langone Medical Center and Lutheran Health Care.

Even though the settlement agreement allowed SUNY to close on May 22nd, we will

continue our best efforts to staff and maintain current services at the emergency

department while we negotiate with Fortis.

Appendix 106

SUNY will continue to pursue in good faith a final deal that provides continued health care

services for the Cobble Hill community but also protects the financial interests of state

taxpayers and our students."

About the State University of New York

The State University of New York is the largest comprehensive university system in the United States,

educating nearly 460,000 students in more than 7,500 degree and certificate programs on 64 college

and university campuses, and online through Open SUNY. SUNY students and faculty across the state

make significant contributions to research and discovery, resulting in nearly $1 billion of externally-

sponsored activity each year. There are 3 million SUNY alumni worldwide. To learn more about how

SUNY creates opportunity, visit www.suny.edu.

Contact:

Sherman Jewett

518-320-1311

Email the Office of Communications

Recent News Stories: RSS: More Recent LICH News Stories:

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Statement from SUNY Board Chairman H. Carl McCall on LICH Agreement

SUNY Signs Contract with Fortis Property Group for the Sale of Long Island College

Hospital

Board of Trustees Authorizes Final Agreement with Fortis Property Group for the

Purchase of the LICH Complex that Includes NYU Langone Medical Center and Lutheran

HealthCare Providing World-Class Medical Services

Board of Trustees Endorses and Authorizes SUNY to Finalize Agreement with Fortis for

the Purchase of the LICH Complex and for NYU Langone Medical Center and Lutheran

Health Care to Provide World-Class Medical Services

Appendix 107

Appendix 108

Copyright © 2015 SUNY. All Rights Reserved.

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