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PRESENTED BY: MATTHEWS DEVELOPMENT COMPANY LLC CHARLOTTESVILLE, VIRGINIA JULY 25, 2017 STATEMENT OF QUALIFICATIONS AND EXPERIENCE

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PRESENTED BY:

MATTHEWS DEVELOPMENT COMPANY LLC

CHARLOTTESVILLE, VIRGINIA

JULY 25, 2017

STATEMENT OF QUALIFICATIONS

AND EXPERIENCE

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 1

EXECUTIVE SUMMARY OF QUALIFICATIONS

Martha JeffersonOutpatient Care Center

93,000 sf hospital facility

Matthews Development Company (MDC) is pleased to provide this Qualifications Statement for Owner Representation services. We believe we are uniquely qualified to serve as your representative and program manager for these reasons:

•Owner Advocacy: We are our clients’ advocate and manage our projects as responsive, responsible and accountable professionals. We demand the same of all members of the team. Processes that promote aligned incentives, clear communication and accountability at all levels are not goals, they are the fundamental expectations on which success will be built.

• Track Record: We have a nearly twenty-year proven record of excel-lence on projects that range from large, complex, and multi-phased senior living campuses to ambulatory care centers, full replace-ment hospitals, World Heritage sites and LEED Gold projects. Please contact any reference on any project we have ever managed.

•Market Focused: As a company that maintains a balance of at-risk development in its portfolio, we do not simply provide consulting advice to others, but we live by our own advice on a daily basis in the competitive marketplace. There is no better way to understand the market than to participate in it every day.

•Targeted Services: Our services are flexible and intended to be responsive to the client’s needs without duplicating or complicating the roles of others. We strive to add value and efficiency, and to provide succinct reporting/recommendations to management for effective decision-making.

•Proven ability to build consensus, especially with jurisdictional authorities, neighbors, and staff. We have a 100% success rate in juris-dictional approvals in every jurisdiction in which we have worked.

•Relationships: We are also skilled at managing expectations and fostering good relations with management, staff, residents and neigh-bors during the construction process.

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 2

•Cost Effectiveness: We will deliver project management and development services in a cost-effective manner, with unmatched responsiveness.

•Visionary, Mission-Driven Clients: Matthews Development Company has an outstanding record of success on major capital proj-ects for nationally recognized non-profit organizations, including a fifteen-year relationship with the Thomas Jefferson Foundation (Monticello), Westminster Canterbury of the Blue Ridge, Edenwald, Covenant Woods, Williamsburg Landing, Inc, , Martha Jefferson Hospital, Jefferson Scholars Foundation, The Darden Foundation, the Miller School of Albemarle, and The Senior Center.

We want to be your advocate and Owner’s Representative, and we thankyou for the opportunity.

Submitted by Matthews Development Company LLC,

Michael Matthews, President

EXECUTIVE SUMMARY, CONTINUED

Library DetailWestminster Canterbury

Martha JeffersonOutpatient Care Center

Credits: All photos and proposal documents are property of Matthews Development Company unless otherwise noted. Proposal documents disclose proprietary company information and are for the sole, exclusive, and confidential use of the intended recipient in its selection process. All rights reserved, Matthews Development Company, 2017.

Putting Green on top of Parking DeckEdenwald

Towson, Maryland

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 3

FIRM HISTORY / QUALIFICATIONS

THE COMPANYMatthews Development Company LLC (MDC), based in Charlottesville, Virginia, was established in 1999 to provide the highest quality profes-sional real estate consulting and development services on its own account and to select clients nationwide. Our typical engagements are complex, high-profile facilities for mission-focused clients that require an understanding of the full range of financial, political, technical, and regulatory issues surrounding a development and construction program. Projects range from freestanding ambulatory care centers to acute care hospitals, continuing care retirement centers, and a World Heritage site. We are especially proud of our history of repeat business with our clients that have pursued multiple projects.

Michael R. Matthews, Jr. is the sole owner and principal of Matthews Development Company. Mr. Matthews has over twenty-five years of experience in real estate development and construction management, with special expertise in major capital projects for non-profit clients that include historic sites, complex healthcare campuses and higher educa-tion. He has been involved in over a billion dollars’ worth of capital projects. He is licensed as a Professional Engineer in the Commonwealth of Virginia and also holds an active real estate license.

In addition to Mr. Matthews, MDC has established a collaborative alliance with Milestone Partners of Charlottesville to provide additional management resources for our clients when desired.

CONSULTING & DEVELOPMENT SERVICESMatthews Development Company maintains a portfolio of full-service consulting engagements for large projects and various sized, own-account, at-risk development ventures at any given time. Typical volume under management ranges from $200M to $500M per year.

Our experience as an at-risk developer, where we must not simply provide advice but live by our own advice on a daily basis, is a distin-guishing feature of our capabilities. We participate in the market, partic-ularly the financial markets, and in fact help create the market, every day. There is no better way to stay in touch and up-to-date with market trends than to be a consumer of the services we provide to others.

Westminster Canterbury of the Blue Ridge

300,000 sf addition and intensive renovation to licensed CCRC

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 4

FIRM HISTORY/QUALIFICATIONS, CONTINUED

SUMMARY OF CONSULTING SERVICES

Property Assessment & Acquisition•developmentcapacityanalysis •duediligencestudies•draftpurchasecontracts/options •demographics/demand•legalstructure •environmental&wetlands•utilities,access&regulatorycontrols •geotechnicalissues

Jurisdictional Approvals (100% success rate)•rezonings,compplanamendments •specialusepermits•siteplanapprovals •resourceprotectionareas•architecturalreviewdistricts •FAAapprovals(helistops)•wetlands(ArmyCorps,DEQ) •environmentalabatements

Feasibility Studies•highest&bestuse •budgets(capital&ops)•marketcomparables •existingfacilitiesstudies•demandfactors&analysis •legal/regulatoryissues•financials:leasevs.own •absorptionissues

Financials & Financing Support•capitalbudgets&fundingoptions •lifecycleanalysis•presentvalueoptionanalysis •philanthropysupport

Project Marketing•lease-upstrategy •prospectusdevelopment•negotiation&commitment •media&donorrelations

Design, Pre-Construction, Construction Management•strategic&masterplanmanagement •prequalification&hiring•valueengineering •contractnegotiation•constructionmanagement •budgets&scheduling•phasingplanning&logistics •close-out&warranty Property Management•leaseadministration •budgetsandreporting•servicesnegotiation&hiring •A/P&A/Rmanagement•renewalorre-leasing •adaptivereuse

Special Healthcare Issues•Anti-Trust,Fraud&Abuse,Stark,IRS •equipmentcoordination•strategic,program&designplanning •medicalstaffrelations•CertificateofPublicNeed/DOA •vendormanagement

Martha Jefferson Hospital at Peter Jefferson Place

Original Rezoning Plan

Godwin Commerce ParkSuffolk, Virginia

Monticello Visitors CenterLEED Gold Certified

UNESCO World Heritage Site

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 5

CURRENT AND RECENT PROJECTS LIST

CURRENT PROJECTS SERVICES COST PHASE

MedStar Nat’l Rehab Hospital - Washington DC Owner Representation TBD Planning

Monticello - Mountaintop Project Phase II Owner Representation $ 15,000,000 90% Complete

Williamsburg Landing Woodhaven Project Owner Representation $ 40,000,000 70% Complete

Covenant Woods Phase IV - Hanover Co. Owner Representation $ 35,000,000 50% Complete

Westminster Canterbury-Lynchburg Owner Representation $ 50,000,000 10% Complete

The Senior Center (Center at Belvedere) Owner Representation $ 25,000,000 Fundraising

The Miller School of Albemarle Owner Representation $ 10,000,000 Schematics

Tarleton Oak Mixed-Use Development Development Consulting $ 90,000,000 Concept

Westminster Canterbury Blue Ridge MC Owner Representation TBD Planning

SELECT COMPLETED PROJECTS SERVICES COST YEAR

Westminster Canterbury Cottages Replacement Owner Representation $ 3,000,000 2016

Monticello - Mountaintop Project Phase 1 Owner Representation $ 20,000,000 2015

Westminster Canterbury Pantops Expansion Owner Representation $ 33,000,000 2015

Mary Baldwin - M.D. College of Health Sciences Owner Representation $ 25,000,000 2014

AugustaHealthHeart&VascularCenter OwnerRepresentation $25,000,000 2013

Private Estate, Connecticut Owner Representation Private 2013

Martha Jefferson Replacement Hospital Owner Representation $300,000,000 2011

Monticello - Restoration of Montalto Phase 1 Owner Representation $ 15,000,000 2011

Jefferson Scholars Grad Fellows Center @ UVA Owner Representation 25,000 sf 2010

Monticello Visitors Center (LEED Gold) Owner Representation 45,000 sf 2009

Monticello-MontaltoProperty Rezoning&Planning 330Acres 2007

Monticello/ThomasJeffersonFoundation Rezoning&Planning 868acres 2006

Edenwald-12StoryTowerProject OwnerRepresentation $55,000,000 2008

WestminsterCanterburyCottageProject OwnerRepresentation $5,000,000 2008

U. of Virginia Darden School Foundation Consulting Special Project 2006

Edenwald Health Center Renovations Owner Representation $ 10,000,000 2006

Rio East Medical Park IV* Development 13,000 sf 2005

Hydraulic Oral Surgery Center Development Consulting 10,000 sf 2005

Westminster Canterbury of the Blue Ridge Construction Management $ 60,000,000 2004

GSA at Pantops Mountain Place* Development 32,000 sf 2004

Martha Jefferson Hospital Renovations Consulting Varies 2004

Martha Jefferson Outpatient Care Center Construction Management 93,000 sf 2003

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 6

RECOGNITION OF PROJECT TEAMS

Martha Jefferson HospitalCharlottesville, VA Soliant Most Beautiful Hospitals#1 Most Beautiful Hospital 2012

AIA Award of Merit: Robert H. Smith Center atMontalto, Charlottesville

LEED Gold, Silver and Certified Projects

Jefferson Scholars FoundationMerit Award Recipient, AIAEducational Facility DesignAwards, 2011.

LEED Gold: Monticello Visitors Center Jefferson Scholars Foundation

LEED Silver: Montalto

LEED Cert: Martha Jefferson Hospital

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 7

MICHAEL R. MATTHEWS, JR., PE Principal and primary contact

Education B.S.CivilEngineeringw/HighDistinction,UniversityofVirginia,1989Echols / Rodman Scholar

Professional and Civic Activities •Chairman, Charlottesville/Albemarle Airport Authority•Charlottesville/Albemarle Airport Commission•President, Albemarle Housing Improvement Program (AHIP)•Chairman, Building Committee, Central Va. American Red Cross•Chairman, Real Estate Committee, Alb. Housing Imp. Program•Director, Jordan Development Corp. (non-profit affordable housing)•BoardofDirectors, Central Va. American Red Cross•LicensedProfessionalEngineer, Commonwealth of Virginia•RealEstateLicensee, Commonwealth of Virginia, current•Private Pilot Qualifications Mr. Matthews has over twenty-five years of real estate development experience on over a billion dollars’ worth of projects, ranging from continuing care retirement centers to corporate headquarters and full replacement hospitals, with particular expertise in the healthcare and non-profit sectors.

Company services include management consulting, construction management, and turnkey development. Mr. Matthews is experienced in all aspects of development, including asset evaluation and acquisition, capital planning, funding, legal/financial structures, feasibility studies, site assessment, environmental issues, compliance, financing, municipal and resident liaison, pre-construction, value engineering, construction/renovation, and property management.

Mr. Matthews led his current and previous firms’ municipal approval efforts such as rezoning, special use permits, site plans, Army Corps, DEQ, and other permits. No application has ever been denied.

Previous Experience1991–1999 Brinkman MDC / N.T. Brinkman Inc. President and

partner, Brinkman MDC, 1997-99.

1989–1991 ProjectManagerforluxuryresidentialdevelopmentfirm in East Lyme, Connecticut.

PRINCIPAL

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 8

Representative projects are included on the following pages.

PROJECT EXPERIENCE

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 9

THE MOUNTAINTOP PROJECT AT MONTICELLO - HOME OF THOMAS JEFFERSON

MONTICELLO – HOME OF THOMAS JEFFERSON A UNESCO WORLD HERITAGE SITE

Leslie Bowman, President

Multiple Repeat Client - 15 Years

Services: Development Consulting, Team Assembly, Entitlements, and Construction management of historic restoration and infrastructure improvements at World Heritage Site

Date: 2013-2018

Overview: Transformational philanthropy by David Rubenstein has enabled the commencement of a visionary project to restore the Mountaintop to its Jefferson-era appearance. Projects include replacement of major infrastructure (geothermal, water&sewer,electrical),restorationandinterpretationofthe upper two floors, the terraces and dependencies, and the historic restoration of Mulberry Row. The Garden Club of Virginia restored Jefferson’s Kitchen Road on the south side of the house.

Team: Gensler, with BRW Architects and 2rw Consultants Mesick Cohen Wilson Baker, historic architecture WW Associates; Nelson Byrd Woltz, Reiley and Associates Kjellstrom and Lee; Martin Horn Faulconer Construction, Sullivan Mech., Design Electric Fisher Marantz Stone; DKT Lighting Watson&Henry;RickKerschnerConsultant F&R,PinnacleEngineering,Keast&Hood

Photo Courtesy Thomas Jefferson Foundation, Inc.

TheMountaintopProjectismadepossiblebyatransformationalcontributionfromDavidM.Rubenstein.LeadingsupportwasprovidedbyFritzandClaudineKundrun,alongwithgenerousgiftsandgrantsfromtheSarahandRossPerot,Jr.Foundation,theRobertH.SmithFamilyFoundation,Mr.andMrs.JohnH.Birdsall,Mr.andMrs.B.GradyDurham,theMarsFamily,theRichardS.ReynoldsFoundation,theNationalEndowmentfortheHumanities,CharlotteMossandBarryFriedberg,theJosephandRobertCornellMemorialFoundation,theMaryMortonParsonsFoundation,theCabellFoundation,theGardenClubofVirginia,andadditionalindividuals,organizations,andfoundations.

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 10

MONTICELLO VISITORS CENTER AND SMITH EDUCATION CENTER

MONTICELLO – HOME OF THOMAS JEFFERSON A UNESCO WORLD HERITAGE SITE

Daniel P. Jordan, President EmeritusLeslie Bowman, President

Multiple Repeat Client

Services: Development Consulting, Rezoning, and Construction management of Visitors Center at World Heritage Site

Date: 2003–2009; LEED Gold certified 2009

Overview: Entitlements, development consulting and construc-tion management for Monticello’s 40,000 square foot VisitorsCenter,28,000sfAdministrativeCampus, andMountaintop preservation/interpretation of Monticello. Owner consulting for construction management through occupancy. Placed 1,000 acres in conservation easement

Results: Successful rezoning; Construction complete without opera-tions impacts to 500,000 annual visitors, on time and on budget, to international acclaim.

Team: Ayers/Saint/Gross, Baltimore McGuireWoods - Bond and General Counsel Michael Vergason Landscape Arch., Alexandria Barton Malow, Detroit (construction)

Awards: LEED Gold

Photo Courtesy Thomas Jefferson Foundation, Inc.

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 11

MONTICELLO VISITORS CENTER AND SMITH EDUCATION CENTER, CONTINUED

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 12

MARTHA JEFFERSON REPLACEMENT HOSPITAL

MARTHA JEFFERSON REPLACEMENT CAMPUSJames E. Haden, President (now retired)

Multiple Repeat Client - 12 Years

Services: Full-service Owner Representation

Date: 2001–2011. Land acquisition, conceptual programming, due diligence studies, master planning, rezoning, construc-tion management and transition planning of 550,000 sf newhospitaland786-spaceparkingdeck.

Overview: $300,000,000 Total-responsibility Owner’s Representative for 1,300,000 sf master plan and current replacement facility development. Developed regulatory approval plan, master schedule, total capital budget and schedule. Constructioncomplete6/1/11,patientmove8/28/11.

Results: Seven-figures under budget and six months ahead of 2005 masterscheduledates.Patentmove8/28/11

Team: Kahler Slater, Milwaukee (architect)BB&TCapitalMarkets/WellsFargo(financing)M.A. Mortenson, Brookfield, WI (construction)Nelson Byrd Woltz, Charlottesville (landscape arch)

Awards: LEED CertificationSoliant #1 Most Beautiful Hospital in USA 2012 Award

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 13

MARTHA JEFFERSON REPLACEMENT HOSPITAL, CONTINUED

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 14

MARTHA JEFFERSON REPLACEMENT HOSPITAL, CONTINUED

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 15

MARTHA JEFFERSON REPLACEMENT HOSPITAL, CONTINUED

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 16

MARTHA JEFFERSON REPLACEMENT HOSPITAL, CONTINUED

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 17

MARTHA JEFFERSON OUTPATIENT CARE CENTERJames E. Haden, President (now retired)

Multiple Repeat Client

Services: Development Consulting, Preconstruction and Construction Management&TenantLeasing

Date: 2001–2004

Overview: 93,000 Square Foot “bedless” hospital, including: •DiagnosticImagingCenterwithopenMRI,CTScanner,R&F,bonedensity;PACSsystems•UrgentCareCenterandOpenWoundClinic•Women’sCenterwithstereotacticbiopsy, mammography, and women’s resources center •SurgeryCenterwith3operatingrooms•PT/OT,PrenatalDiagnostics,Cafe,Mobile

Results: On-time, on-budget project delivery in 12 months during record bad weather in Charlottesville. Capital budget $30M.FinalCost$29.8M

Team: FreemanWhite, Charlotte (architecture) Kahler-Slater, Milwaukee (interior design)

Bovis Lend Lease, Bethesda (construction) HGOR, Atlanta (landscape architect)

Jordan Consulting Engineers, Richmond

MARTHA JEFFERSON OUTPATIENT CARE CENTER

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 18

THE CENTER AT BELVEDERE / THE SENIOR CENTER, INC.

THE SENIOR CENTER, INC.Peter Thompson, Executive Director

Services: Development Consulting

Date: Present

Overview: Provided comprehensive management consulting services for site evaluation and selection, site negotiation and acquisition, entitlements, strategic planning, philanthropy support, schematic design and capital budget planning.

Status: Schematic design and site acquisition complete; capital campaign underway

Team: Bushman Dreyfus, Charlottesville (architecture) Lifespan Design, Ohio (Programming) Barton Malow, Charlottesville (pre-construction)

W&WAssociates,Lynchburg(civilandlandscape)THE CENTERAT BELVEDEREHealthy Aging is a Community Endeavor

0/1/0/14 7/18/0/1 12/0/40/0 0/0/30/0 16/1/0/1 0/23/21/0

THE CENTERAT BELVEDEREHealthy Aging is a Community Endeavor

0/1/0/14 7/18/0/1 12/0/40/0 0/0/30/0 16/1/0/1 0/23/21/0

BUSHMAN DREYFUS ARCHITECTS PC ATRIUM

THE CENTERAT BELVEDEREHealthy Aging is a Community Endeavor

0/1/0/14 7/18/0/1 12/0/40/0 0/0/30/0 16/1/0/1 0/23/21/0

THE CENTERAT BELVEDEREHealthy Aging is a Community Endeavor

0/1/0/14 7/18/0/1 12/0/40/0 0/0/30/0 16/1/0/1 0/23/21/0

BUSHMAN DREYFUS ARCHITECTS PC AERIAL VIEW

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 19

AUGUSTA HEALTH HEART AND VASCULAR CENTER

AUGUSTA HEALTH • HEART AND VASCULAR CENTERKathleen Heatwole, Vice President

Services: Specialized Consulting for Team Assembly and Completion

Date: 2012 - 2013

Overview: Structured and executed the hiring process for the construc-tion manager; special assistant to the Vice President for construction management and project completion

Status: Certificate of Occupancy issued ahead of schedule 3/15

Team: Kahler Slater Architects, Milwaukee Whiting Turner, Richmond (construction)

Timmons Group, Charlottesville (civil and landscape)

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 20

RESTORATION OF MONTALTO AT MONTICELLO

THE RESTORATION OF MONTALTOMONTICELLO / THOMAS JEFFERSON FOUNDATION, INC.

ROBERT H. SMITH INTERNATIONAL CENTER FOR JEFFERSON STUDIES

Ann Taylor, Executive Vice PresidentMultiple Repeat Client

Services: Development Consulting and Rezoning 25,000 sf Historic Mountaintop Scholar Center

Date: 2007 - March 31, 2011

Overview: Rezoning, master planning, development strategic plan-ning, and project management for restoration of historic 10,000 sf scholars’ center and 15,000 sf visiting fellows’ retreat on Thomas Jefferson’s Montalto, the high mountain overlooking Monticello.

Team: Glave&Holmes,Richmond(architecture) Nelson Byrd Woltz, Charlottesville (land planning) Draper Aden Associates, Charlottesville (civil) Martin Horn Contractors, Charlottesville

Awards: Virginia AIA Award of Merit, Historic Preservation LEED Silver

Glave & Holmes / NBW

4/5/10 Progress Photo

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 21

MURPHY DEMING COLLEGE OF HEALTH SCIENCES, MARY BALDWIN UNIVERSITY

MARY BALDWIN UNIVERSITYDr. Pamela Fox, President

David Mowen, Senior Vice President

Services: Full-service Owner Representation

Date: 2012 - 2014

Overview: Total-responsibility Owner’s Representative for site selec-tion and acquisition, team assembly, master planning, financing and philanthropy support, programming, design and construction of 55,000 square foot new health sciences building for masters and PhD programs in physical therapy, occupational therapy and physicians assistant’s studies.

Status: Construction commencement March 2013. First incoming student class seated on time in June 2014.

Team: Kahler Slater, Milwaukee (architect)USDA Rural Development - FinancingKjellstrom and Lee, Staunton (construction)Nelson Byrd Woltz, Charlottesville (landscape arch)Balzer&Associates,Verona(SiteandCivilEngineering)

Kahler Slater

February 6, 2013 | Kahler Slater | Mary Baldwin College

OVERALL MASTERPLAN

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 22

JEFFERSON SCHOLARS FOUNDATION

JEFFERSON SCHOLARS FOUNDATION GRADUATE FELLOWS CENTERAT THE UNIVERSITY OF VIRGINIA James H. Wright, President

Services: Development Consulting and Owner Representation

Date: 2007–2010

Overview: 27,000 graduate fellows center and headquarters for the Jefferson Scholars Foundation. World-class program for exceptional scholars attending the University of Virginia.

Team: VMDO Architects, Charlottesville (design) PHR+A, Charlottesville (civil engineering) Martin Horn (construction)

Awards: LEED Gold

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 23

THE DARDEN SCHOOL FOUNDATIONJONES FOUNDATION AND CLASS OF ‘74 GARDEN

Services: Development Consulting

Date: 2006

Overview: Special project at the Darden School to complete the Darden Courtyard in commemoration of the gifts of the Class of 1974 and Gary Jones.

Results: Challenging project completed on time and within the budget on a “turnkey” basis

Team: Siteworks, Charlottesville Martin Horn, Charlottesville

THE DARDEN SCHOOL

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 24

WESTMINSTER CANTERBURY OF THE BLUE RIDGE: PANTOPS EXPANSION

WESTMINSTER CANTERBURY OF THE BLUE RIDGEGarySelmeczi,President&CEOMultipleRepeatClient-18years

Services: Full-service Owner Representation

Date: 2012 - 2015

Overview: $34mm. Total-responsibility Owner’s Representative for entitlements, team assembly, financing support, program-ming, design and construction of eight-story addition to include a two-level underground parking structure, two-level fitness center with specialized pool, fitness rooms and theater; and thirty-six independent living apartments. Also includes renovations to Vista memory support unit, and a gardens overlook.

Status: Completed 2015

Team: SFCS Architects, Roanoke; Tye Campbell BB&TCapitalMarkets&UnionFirstMarket(financing) McGuireWoods, Charlottesville (general counsel)

Whiting Turner, Richmond (construction); Jim OwensTimmons Group, Charlottesville (civil and landscape)

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 25

WESTMINSTER CANTERBURY OF THE BLUE RIDGE - PANTOPS ADDITION

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 26

WESTMINSTER CANTERBURY - LYNCHBURG

WESTMINSTER CANTERBURY - LYNCHBURG Mr.SeanHuyett,President&CEO

Services: Full-service Owner Representation

Date: 2016 - Present

Overview: Newsix-story,84-unitskillednursingadditionwithexten-sive renovations to existing dining, wellness and rehab suites. Total capital cost $50M.

Status: Groundbreaking July 2017

Team: SFCS Architects, Roanoke; Tye CampbellWhiting Turner, Washington DC (construction)Hurt&Proffitt,Lynchburg(civilandlandscape)

CONCEPT SKETCH

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 27

COVENANT WOODS EXPANSION AND RENOVATIONS

COVENANT WOODSMr.JohnDwyer,President&CEO

Services: Full-service Owner Representation

Date: 2015 - Present

Overview: Multi-phased additions and renovations to skilled nursing, assisted living and memory care households; $35M capital budget.

Status: 30% complete

Team: RLPS Architects, Lancaster PA Watershed Consulting, PLLC, site civil engineering W.M. Jordan Company, Richmond

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 28

EDENWALD RETIREMENT COMMUNITIES • BALTIMORE MDSalMolite,President&CEO

Services: Owner Representation / Construction Management

Date: 2004–2009

Overview: $45,000,000, twelve-story 254,000 sf concrete tower addi-tion to add 60 independent living units, complete wellness center, 32 assisted living beds, parking garage and green roof on a very tight urban site at Towson Town Center in Baltimore, Maryland.

Team: LarsonAllen (feasibility) A.G. Edwards / Wachovia (underwriting) M&TBank(financing) McGuireWoods, Baltimore (bond and general counsel) SFCS Architects, Roanoke; Tye Campbell Chambers, Baltimore (interior design) Daft McCune Walker, Baltimore (civil engineering) Whiting Turner, Baltimore (construction); Jim Owens Additional Photos on Following Pages

3/30/07

1/9/08

THE TERRACES AT EDENWALD

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 29

Healthcare / CCRC Project Structured Parking, IL Apartments, Admin, AL TightUrbanSite AttachedtoOccupiedLivingSpace(18Levels)

Difficult Economic Climate Demanding Jurisdiction

TERRACES AT EDENWALD, CONTINUED

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 30

TERRACES AT EDENWALD, CONTINUED

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 31

3/1/06

EDENWALD RETIREMENT COMMUNITIES • BALTIMORE MDSalMolite,President&CEO

Services: Owner Representation / Construction Management

Date: 2004–2006

Overview: PhaseI:$10M,88,000sfrenovationsandadditionsto97existing health center beds on a very tight urban site at Towson Town Center in Baltimore, Maryland.

Team: LarsonAllen (feasibility) A.G. Edwards / Wachovia (underwriting) McGuireWoods - bond and general counsel SFCS Architects, Roanoke (architecture); Tye Campbell Chambers, Baltimore (interior design) Whiting Turner, Baltimore (construction); Jim Owens

3/1/06

Health Center Corridor - Before Health Center Corridor - After

HEALTH CENTER RENOVATIONS, EDENWALD

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 32

WESTMINSTER CANTERBURY OF THE BLUE RIDGEGarySelmeczi,President&CEOMultipleRepeatClient-18years

Services: Owner Representation / Construction Management

Date: 2000–2003; New engagement commenced 2006 to master plan a 12-cottage replacement program

Overview: $60M construction cost. 300,000 square foot addition and renovation to existing continuing care retirement center includingnewkitchen&diningfacilities,122indepen-dent living apartments, and cultural arts center. Temporary kitchen served over 40,000 meals during construction. Tight, complex site including landfill remediation project. Extensive renovations to existing commons area, circula-tion, and clinics.

Results: 26 month schedule bettered by one month despite record bad weather conditions; Savings well in excess of $1,000,000 delivered back to WCBR.

Team: UBS Payne Webber (finance) McGuireWoods, C’ville (bond and general counsel) SFCS Architects, Roanoke (architecture); Tye Campbell W.M. Jordan Company, Richmond; Brooks Ballance

WESTMINSTER CANTERBURY OF THE BLUE RIDGE - BLUE RIDGE APARTMENTS EXPANSION

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 33

SPECIFIC EXPERIENCE - BLUE RIDGE APARTMENTS AT WCBR, CONTINUED

BLUE RIDGE APARTMENTS AT WCBR, CONTINUED

CCRC Project Demanding JurisdictionTight Ridgetop Site Attached to Occupied Living SpaceMultiple Repeat Client Multi-year engagement

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 34

WILLIAMSBURG LANDING, INC.GregStorer,President&CEO

Services: Owner Representation / Construction Management

Date: 2014 - Present; Construction 50% Complete

Overview: Addition of 36 assisted living apartments and a freestanding memory care / adult day center, along with extensive reno-vations to skilled care, memory care and skilled rehab beds. $41M total capital cost.

Results: Design and preconstruction complete; early-release site-work underway. Main construction starts September 2017.

Team: RLPS (architecture); Eric Endres Kaufman&Canoles(generalcounsel) Henderson Construction Inc., Williamsburg; Leslie Schultz

WILLIAMSBURG LANDING - WOODHAVEN EXPANSION AND ADDITIONS

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 35

PRECONSTRUCTION PHILOSOPHY

Our approach to preconstruction, cost estimating, and value engineering is to first recognize that preconstruction is the most important phase of any significant building program. This is precisely the reason MDC takes a principal-only approach to managing major capital projects. Why? Preconstruction is the time when: 1. the vision and direction of the project are set;2. the owner determines how much it can spend, and how to pay for

the expenditure;3. the team estimates how much the project will cost, well in advance

of the actual expenditure;4. the vision is transformed into a design with long-term implications

for capital and operating costs, efficiency, staff satisfaction, donor relations and public perception.

5. expectations are set with administration, staff, prospective donors, and the general public.

A more analytical look at preconstruction is derived from a graph by the American Society of Civil Engineers depicting the influence on project

outcomes at various stages of a project, plotted against expenditures at each stage (left).

Note that in the engineering / design stage and into early procurement, the owner has nearly 100% influence over project outcome (it can be whatever you want at this stage - the “blank slate”), yet the fewest dollars have been spent. It is the time of ulti-mate leverage. Value is built in, and overall capital costs and operational efficiencies determined, at this stage.

Activities during this preconstruction period are critical to achieving capital project goals: visioning to identify what it means to “be the best;” team assembly, programming, strategic and financial plan-ning, budgeting, constructability and value analysis, design and regulatory approvals. Architects, owner’s

Photo Courtesy Thomas Jefferson Foundation, Inc.

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 36

representatives, programmers, underwriters, estimators, construction firms, and specialty consultants comprise the early team members that represent a very small portion of the capital cost, but by far the highest leverage in determining the quality of the outcome.

Once the project moves into construction, expenditures naturally rise dramatically with the payment of hard costs, yet influence on the outcome has declined significantly. Typically, however, it is construction that occupies the vast majority of the owner’s focus because it is tangible, the dollars seem more real, and overall budget risk is perceived as being at its greatest. It is little consolation, though, to save a few percent on construction, but to have built the wrong project. Construction is critical in asset protection and must be managed with great skill and care, but it is the least leveraged, highest cost, and highest risk process to manage.

A WORD ABOUT THE OWNER’S ROLEOwner Representation is also owner management. The architect and the contractor have performed this type of work many, many times. For most owners, large-scale capital projects are not part of their daily business. Our management style recognizes that the owner has critical obligations of timeliness, responsiveness, and professionalism, and the owner must be held to the same standards of accountability as the other team members.

The owner also has existing facilities and programs to manage and expects the Owner’s Representative to have the judgment skills and expertise to keep management informed but not burdened, and defi-nitely not surprised, by the project.

Communication of expectations and realities to management and staff is vital as they face a period of change, and in their minds, uncer-tainty. Respectful, clear, and candid dialogue is essential. Matthews Development Company will be your partner in anticipating and addressing issues like these from start to finish.

PRECONSTRUCTION, CONTINUED

Dome Room Under ConstructionWestminster Canterbury

of the Blue Ridge

MATTHEWS DEVELOPMENT COMPANY • 7 /25/17 PAGE 37

REFERENCES

REFERENCESIn keeping with our philosophy of successfully serving a client as part of a team, Matthews Development Company believes its performance should be evaluated by all participants in a project. For this reason we encourage reference contact with any client, architect, contractor, authority-having-jurisdiction, finance team, legal counsel, user group, staff member, and community citizen for any project we have ever managed. We would be glad to provide any contact information upon request. A few current/recent client references are below:

For more information, please contact:

Mr. Michael R. Matthews, Jr., PEMatthews Development Company, LLC1047 Woodlands RoadCharlottesville, Virginia 22901office: (434) 972-7764 cell: (434) [email protected]

Client -MonticelloLeslie Bowman, PresidentMs. Ann Taylor, EVPThomas Jefferson FoundationP.O. Box 319Charlottesville VA 22902(434)984-9802(AnnTaylor)

Client - Covenant WoodsMr. John Dwyer, CEOCovenant Woods7090 Covenant Woods DriveMechanicsville VA 23111(804)569-8009

Client - WCBRMr. Gary SelmecziPresident&CEOWestminster Canterbury250 Pantops Mt. Rd.Charlottesville VA 22911(434) 972-3150

Client - WC LynchburgMr. Sean Huyett, CEOWC-Lynchburg501 VES RoadLynchburg VA 24503(434)386-3505

Client - EdenwaldSal J. Molite, Jr.PresidentEdenwald800SoutherlyRoadBaltimore,MD21286(410) 339-6006

Client - Williamsburg LandingMr. Greg Storer, CEOWilliamsburg Landing, Inc.5500 Will’g Landing DriveWilliamsburgVA23185(757) 565-6500