OFFERING MEMORANDUM Vickie Saito, Broker CBD Advisory Group 610-614 5TH AVENUE SOUTH +1 615 850 2711 Nashville, TN [email protected] June 2016 Offering Memorandum 610-614 5th Avenue South

PREPARED BY: COLLIERS INTERNATIONAL Vickie Saito, Broker Senior Associate +1 615 850 2711 [email protected] Confidentiality & Disclaimer Statement This Offering Memorandum contains select information pertaining to the business and affairs of the Property at610-614 5th Avenue South, Nashville, TN. It has been prepared by Colliers International. This Offering Memorandum may not be all-inclusive or contain all of the information a prospective purchaser may desire. The information contained in this Offering Memorandum is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose or made available to any other person without the written consent of Seller or Colliers International. The material is based in part upon information supplied by the Seller and in part upon financial information obtained by Colliers International from sources it deems reliable. Owner, nor their officers, employees, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness or this Offering Memorandum or any of its contents and no legal liability is assumed or shall be implied with respect thereto. Prospective purchasers should make their own projections and form their own conclusions without reliance upon the material contained herein and conduct their own due diligence. By acknowledging your receipt of this Offering Memorandum from Colliers International, you agree: 1) The Offering Memorandum and its contents are confidential; 2) You will hold it and treat it in the strictest of confidence; and 3) You will not, directly or indirectly, disclose or permit anyone else to disclose this Offering Memorandum or its contents in any fashion or manner detrimental to the interest of the Seller. Owner and Colliers International expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing this Offering Memorandum or making an offer to purchase the Property unless and until a written agreement for the purchase and sale of the Property has been fully executed and delivered.

If you wish not to pursue negotiations leading to the acquisition of 610-614 5th Avenue South Nashville, TN. or in the future you discontinue such negotiations, then you agree to purge all materials relating to this Property including this Offering Memorandum. A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed Purchase Agreement and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against Seller or Colliers International or any of their affiliates or any of their respective officers, Directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property. This Offering Memorandum shall not be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date this Offering Memorandum.

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 3 Contents

> OFFERING SUMMARY Investment Highlights ...... 6

> PROPERTY OVERVIEW Property Oveview ...... 8 Property Images ...... 10 Property Aerial ...... 12 Site Survey ...... 13 View from SoBro...... 14 Property Map...... 15 Neighborhood Map...... 16 Floor Plans...... 17 Site Plans...... 19 Building History...... 23

> AREA OVERVIEW Nashville Market ...... 26 SoBro Overview ...... 31 SoBro Activity Map ...... 32 Hotel Development Activity...... 35 Lafayette Subdistrict: Regulating Plan ...... 37 Lafayette Subdistrict: Building Regulations ...... 38 Lafayette Subdistrict: Bonus Height Chart ...... 39 Lafayette Subdistrict: Allowed Uses ...... 40 Demographics ...... 41

P. 4 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH OFFERING SUMMARY Offering Summary

Colliers International is pleased to announce the offering of this downtown landmark in the rapidly developing Lafayette/SoBro District. The property includes a renovated 1860s church structure now home to an internationally recognized design and architectural firm and a site for future development.

Strategically located at the corner of Fifth Avenue South and Elm Street, and within 1 block of the Division Street extension corridor that will soon connect the Gulch and Lafayette Street, the site sits in the core activity center of the burgeoning hospitality and entertainment districts. With excellent visibility, the property also benefits from immediate access to the Interstate 40/65 interchange and is walking distance to the and downtown amenities!

Investment Highlights • The 12,915 SF, two-story structure has been fully upgraded to design and architectural offices

• Site includes 33,616 Sq. Ft. (0.77 Ac.)

• Zoning: DTC (Lafayette Subdistrict)

• Current entitlements allow up to 8 stories with Bonus Height program capabilities up to 11

• Opportunities for hotel, multifamily, office/mixed use redevelopment and expansion

P. 6 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH PROPERTY OVERVIEW Property Overview

The property at 610-614 5th Avenue South is located in one of Nashville’s fastest growing areas of SoBro. With the completion of the Music City Center, the city’s new 1.2 million square foot convention center located in SoBro, the area has become a hotspot of activity for redevelopment. Property Description

Address 610-614 5th Avenue South, Nashville, TN 37203

First Floor: ±5,701 SF Total Building Area Second Floor: ±5,701 SF Mezzanine: ±1,513 SF

Land Area ±33,616 SF (+0.772 Acres)

Year Built 1860s

Year Renovated 1900; late 1980s and 1994-2015 upgrades (see improvements)

No. of Floors Two (2) + mezzanine

Construction Brick and masonry

Zoning DTC-Lafayette South Subdistrict

Use Currently used as office by two separate tenants

P. 8 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Allowable Uses Retail/Hospitality, Hotel, Multifamily, Office, Mixed Use

TN Conservation Easement applies to the West and South Conservation Easement facades of the building

Submarket SoBro

Premier location at the corner of 5th Avenue South and Location Elm Street with immediate access to most major downtown corridors and Interstates 65, 40 and 24. Offering Price $6,200,000 Interest Offered 100% Fee simple interest Terms All cash at closing All registered and qualified buyers are encouraged to visit the property and Property and Tours Terms of Sale should contact Vickie Saito to receive a tour of the site. All proposals to purchase should be addressed to:

Vickie Saito, Broker Direct +1 615 850 2711 [email protected]

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 9 Property Images

P. 10 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Property Images

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 11 Property Aerial

MUSIC OMNI CITY HOTEL ARD CENTER TERANS BOULEV

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P. 12 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Site Survey

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 13 View from SoBro

P. 14 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Property Map

SITE

T EXTENSION TREE

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610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 15 Neighborhood Map

P. 16 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Main Level Floor Plan

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 17 Lower Level Floor Plan

P. 18 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Hotel/Music Concept Plan - Grade Site Plan

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 19 Hotel/Music Concept Plan - Level 1 Site Plan

32 Keys / Level 161 Total Keys (7 levels)

P. 20 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Hotel/Music Concept Plan - Parking Site Plan

60 Spaces / Level 180 Total Spaces (3 levels)

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 21 Hotel/Music Concept Plan Site Plan

P. 22 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Building History

In 1860 at this location, the area then being known as Rutledge Hill, construction was begun by the congregation of the Cumberland Presbyterian Church. The ravages of the War Between The States took its toll on the congregation of what was then known as Dr. Goodlett's Church and only the ground floor was completed.

In 1867, a trade of church buildings was concluded between the Mulberry Street Methodist Church and the congregation of the Cumberland Presbyterian Church. The building then became the new home for the combined membership of Mulberry Street Methodist Church and Andrew's Charge Methodist Church and came to be known as Elm Street Methodist Church.

In 1870, Dr. R.A. Young, a leading Methodist minister of that period, was assigned to Elm Street. In the two years of Dr. Young's ministry, Elm Street enjoyed a fifty percent increase in membership and the completion of the sanctuary.

The structure is an Italianate two story building of brick and masonry construction, with gabled roof, pedimented clock tower and octagonal cupola. The cornices, gutters and ornamental detail were of tin stampings, which enhance the projecting three dimensional qualities of the Italianate style.

In 1900, in keeping with contemporary thought and styles, the church was remodeled. The remodeling included changes to the sanctuary, the raising of the front doors, the front steps were added and other minor exterior modifications were made.

In 1925, a fire destroyed the clock tower, cupola and damaged the roof and sanctuary ceiling. Repairs to the building included new windows on the first floor, removing the octagonal medallions of the sanctuary ceiling and adding the cross-beamed ceiling, which exists today. The clock tower and cupola, which were both destroyed by the fire, were never rebuilt. The church continued to grow in membership despite the gradual exodus of the population from the central city. In 1940, the church membership reached its peak of twelve hundred and a

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 23 Sunday School attendance of six hundred, making Elm Street the largest Sunday School in the area. Overall membership was second only to McKendree Methodist Church.

Following World War II, the shifting of the city's population to the suburban areas began to take its toll on Elm Street's membership. The neighborhood surrounding the church was in a gradual state of decay. Reverend Shugart Martin, who served Elm Street Methodist Church from 1941-1951, fondly recalls the hope and spirit with which his congregation faced their hardships. Reverend Martin related in an interview that only two or three of the neighborhood families owned their homes; the rest of his parishioners lived in the tenement structures which were once the stately mansions and university dormitories of the one­ time exclusive South Nashville community.

Until its closing in 1971, Elm Street Methodist Church claimed many of Nashville's prominent citizens as its members. As the city grew, the neighborhoods surrounding Elm Street became commercial and industrialized. Many of the church's members chose to maintain their membership at the historic Church though they actively supported the suburban churches they attended. This trend gradually weakened the church until on April 21, 1971 the church was discontinued after over one hundred years of service to South Nashville. Following the closing of Elm Street Methodist Church, the features of value were stripped from the building and sold for salvage.

The building was sold in 1987 and the battered shell of a once proud South Nashville landmark was restored, maintaining the elegance of the past and combining that with functionality for the future. Sanctuary Properties has continued to improve the structure and site since their purchase in 1994.

P. 24 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH AREA OVERVIEW Nashville Market

With live music of every genre being performed any night of the Many of Nashville’s most valuable workers come from the week, more than 180 recording studios and some 5,000 working area’s own vast educational system that includes 18 accredited musicians, Nashville is known world wide as Music City. Music four-year and postgraduate institutions. These schools deliver put Nashville on the map, but it is not the city’s only claim to 17,000 graduates to the market each year, 60% of which fame. From two major-league sports teams, to an extensive choose to stay in the region after graduation. park system, to world-renowned attractions such as the In the Nashville MSA, 44.9% of adults at least 25 years and and the , the Nashville region has older have one or more years of college education and more something to keep everyone entertained. than 45,000 people have graduate or professional degrees. Nashville is the capital of and a vital transportation, The quality of life is key to Nashville’s success - a seasonally business and tourism center for the region. The Nashville mild climate, a rich landscape, laid-back lifestyle and affordable economic market, in the state’s center, comprises 10 counties cost of living are just a few examples. It also encompasses with a total population of approximately 1.7 million. Southern charm with welcoming neighborhoods and friendly The Nashville area’s economy is among one of the most diverse residents. of any U.S. region. As a result, the city continues to attract the A lively cultural base, including a world-class symphony, a highest-quality workers in all business sectors. Nashville ballet, an opera and museums, have earned Nashville national supports many innovative and aggressive local programs to acclaim in the past few years, ranking in the “Top 25 Art recruit workers to the region. The business environment is Destinations” in America Style magazine and “#7 Best Places characterized by a favorable geographic location, quality for Artists in the US” in Business Week magazine. workforce, lower taxes and growth opportunities enhanced by a diverse economy.

Over the last decade, the area has experienced tremendous growth across various industry sectors, including healthcare, tourism, publishing and music. High-profile businesses from across the country and the globe have moved to the Nashville MSA in the past few years including Nissan, Oreck, Backyard Burgers, and the Consulate-General of Japan.

P. 26 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Industry Landscape The Nashville MSA has over 44,000 businesses, contributing to its recent “boom town” status. The employment base draws from diverse services, trade, technical and professional industries. As of September 2015, Nashville MSA’s average unemployment rate of 4.7% compared favorably with the 5.5% national average. The area’s diversified economy has kept the local unemployment rate well below that of the total U.S. before the recession.

Nashville has a unique industry landscape with its biggest industries, besides the government, being healthcare, music and tourism. The local healthcare industry has grown from Hospital Corporation of America (HCA) and the Vanderbilt University medical program. The area is now home to the world-renowned Vanderbilt University Medical Center which has 13 units including the Monroe Carrell Jr. Children’s Hospital. There are also eight additional area hospitals including Centennial Hospital, Summit Hospital and Saint Thomas Hospital. In addition to hospitals, Nashville has over 300 companies that relate to the healthcare field. The industry as a whole is estimated to have contributed over $20 billion to the Nashville economy.

Major Employers (Excluding Government) Major Employers (Excluding Government)

Employer # of Employees Employer # of Employees

Vanderbilt University 22,105 UPS 2,012 Nissan North America 10,050 National Healthcare Corp. 2,000 HCA Holdings, Inc 7,000 Dollar General Corp. 2,000 Saint Thomas Health 7,000 Ingram Content Group 2,000 Randstad 3,785 Amazon.com 2,000 Electrolux Home Product North America 3,200 A.O. Smith Corp. 1,900 Community Health Systems 3,092 Bridgestone Americas 1,855 Cracker Barrel Old Country Store Inc 3,012 AT&T 1,855 Shoney's 3,000 State Farm Insurance 1,650 The Kroger Co. 2,554 Tyson Foods 1,600 Middle Tennessee State University 2,200 Williamson Medical Center 1,412 General Motors 2,139 Trane Company 1,400 Maury Regional Medical Center 2,135

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 27 Tourism Tourism is another significant contributor to the Nashville MSA economy with people traveling from all over the world to visit the city known as Music City. With attractions like the , the Ryman Auditorium, CMA Music Festival, several museums, and Broadway’s famed honky tonks, Nashville has over 10 million visitors each year.

The community has a wide array of parks, museums, historical sites and entertainment areas that are open year-round. Well-known musical attractions in town are the Grand Ole Opry, the Ryman Auditorium, the Country Music Hall of Fame and Museum and the honky tonks that line downtown’s Broadway. Nashville has more than country music, too. It’s the home of the Grammy Award- winning Nashville Symphony, the Musicians Hall of Fame, the Nashville Opera, the Nashville Ballet and an evolving indie music scene. The Music Row area serves as the hub of the music industry, where most record labels, music publishers and recording studios are located.

The Nashville MSA also has other great attractions like the Nashville Zoo at Grassmere, the Frist Center for the Visual Arts, Cheekwood Botanical Gardens and Museum of Art, the Customs House of Clarksville and more. Nashville has numerous historical attractions scattered across the MSA. The Hermitage, the home of the 7th President Andrew Jackson, battlefields from the American Civil War, old plantations, Traveller’s Rest and the Parthenon are just a few examples of historic landmarks in the area. Nashville is also a thriving sports town with teams like the NFL’s Tennessee Titans football team, the NHL’s Nashville Predators hockey team and a Minor League team, the .

P. 28 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Convention Center Activity The 1.2 million square foot Music City Center opened in May of 2013. The convention center generated an estimated $392.2 million in economic impact during the fiscal year 2015. During this past fiscal year, the Music City Center hosted 305 events with 676,060 attendees, generating 389,969 room nights. The center performed better this year over fiscal year 2014, further proving Nashville’s demand among group travelers and conventions. Cvent, one of the world’s largest providers of event management software, ranked Nashville ninth for meetings and convention business booked between July 2014 and June 2015. Based on growth trends and the addition of new venues in the area, overnight attendance at these venues is expected to increase to 1.41 million by 2017 and 1.43 million by 2022.

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 29 4 DAYS

3 DAYS

2 DAYS

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Transportation The Nashville MSA is well situated as a central transportation hub. The combination of an established highway system, a rail system, a developing light rail system, a major regional airport and an inland waterway system, enable Nashville area companies to move goods in and out of the region quickly and economically. Within the city itself, convenient, short commutes and inter-city transportation move the workforce.

By Land - Nashville is located on intersection of three U.S. Interstate Highways: Interstate 65, Interstate 24 and Interstate 40.

By Rail - Nashville is the division headquarters for CSX Transportation, a rail service that links 23 states and operates a major intermodal yard for the Southeast with an average of 90 trains daily.

By Air - Nashville International Airport is located only 8 miles from downtown and hosts the following carriers: Air Canada Express, Alaska Airlines, American Airlines, American Eagle, Boutique Air, Delta Air Lines, Frontier, JetBlue Airways, OneJet, SeaPort Airlines, Southwest Airlines, United Airlines, and United Express. The airport serves approximately 11 million passengers annually with more than 410 average daily flights in 90 direct markets.

P. 30 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH SoBro Overview

Formerly a stretch of vacant lots and empty buildings, the land directly south of Nashville’s glittering Broadway has become an entertainment district and business community in its own right. This revitalized area, popularly called “SoBro,” is now one of the most desirable locations in Tennessee’s booming capital city.

Locals attend concerts at Ascend Amphitheater on downtown’s riverfront and enjoy the award- winning menus served by restaurants Etch, Husk, Martin’s Barbecue, and The Southern. Trendy cocktails are poured at Barlines, Bar Sovereign, and Pinewood Social, while breweries Yazoo and Tennessee Brew Works shape the regional beer scene. SoBro’s high-caliber culinary offerings have caught national attention from The New York Times, Fortune, and countless food blogs.

On any given day, the high-profile Music City Convention Center hosts business leaders, policy Caption Rendering of 222 2nd Avenue South, an office building currently under construction. makers, and academics from around the world. Tourist attractions including the Country Music Hall of Fame, the Johnny Cash Museum, and artist Jack White’s Third Man Record shop are surrounded by existing and under-construction hotels. A 35-story JW Marriott Nashville and a 452-room Westin will soon join SoBro’s gleaming Omni and Hilton Garden Inns.

Eager to root themselves in this thriving community, companies are relocating to SoBro at record speeds. Colliers International’s offices are planted between architectural, law, and engineering firms. Development is expected to continue in its current trajectory, making SoBro one of Nashville’s most culturally and financially important districts.

Caption Looking North over the Trolley Barns in Rolling Mill Hill.

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 31 ARD 7 T TREE BOULEV Y S SoBro Activity Map TERANS PEABOD 2ND A 11 KOREAN VE 4 VENUE SOUTH

4 4TH A 7 T 3 VENUE SOUT10H TREE 5 Y S EABOD 1 P 8 2 ARD 6 VENUE 5 LEA A 8 TERANS BOULEV 6 KOREAN VE 3 1 6 4 9

T TREE Y S

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8 7 2 9 2ND A 2 SITE ELM STREET 11 VENUE SOUTH LAF AYE 9 TT 11 10 E STREE T

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PROPOSED DEVELOPMENTS

NEARING COMPLETION

COMPRABLE SALES DIVISION STREET CONNECTOR 13 P. 32 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH SoBro Activity Map Key

Market Activity - Comparable Sales

No. Property Sale Date Sale Price AC $/SF

1 515 4th Avenue South Apr-15 $7,500,000 1.24 $138/SF 2 537 5th Avenue South Apr-15 $1,660,000 0.4 $95/SF 3 504 5th Avenue South Jun-14 $2,600,000 0.47 $126/SF 4 94 Peabody Street Apr-15 $2,100,000 0.35 $137/SF 5 719 4th Avenue South Feb-15 $1,050,000 0.47 $51/SF 6 509 3rd Avenue South Jul-14 $1,150,000 0.26 $101/SF 7 410 4th Avenue South Dec-14 $2,300,000 0.34 $155/SF 8 513 3rd Avenue South Jun-15 $930,000 0.17 $125/SF 9 522 & 524 4th Avenue South Feb-15 $1,400,000 0.39 $82/SF 10 416 4th Avenue South Aug-15 $2,200,000 0.31 $163/SF 11 418 2nd Avenue South & 423 1st Avenue South Nov-15 $6,000,000 0.65 $212/SF

Market Activity - Completed or Nearing Completion

No. Property Notes

1 Spring Hill Suites, Residence Inn and AC Hotels by Marriott 455 room hotel building; $120M project 2 Proposed Holiday Inn 0.85 AC sold for $2.75M in 2012; 228 room hotel 3 Currently under contract Pending contract; 22 story luxury hotel (Symphony site) 4 Hilton Garden Inn 214 room opened in June 2015; Assemblage 5 Multifamily Development 0.85 AC sold for $3.95M in 1/2015. Slated for 70 condo units 6 Colliers International Nashville office Redeveloped in 2014 7 10 Story Mixed-Use Development Under contract for $135/SF on .74 AC 8 Multifamily Development 250 units on 1.33 AC sold for $5.65M in 3/2015 9 Currently under contract 10 Currently under contract 1 AC site for possible multifamily or hotel 11 Lifestyle Communities Multifamily Development Possible 250-300 unit multifamily development

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 33 Market Activity - Proposed Development

No. Property Notes

1 Possible Development 2 810 Lea Avenue for Sale 1.3 AC between 450-room Westin and Cummins Station; $200/SF 3 Possible Development 4 Possible Development 5 Possible Development On the market for $350/SF Recently purchased by hotel developers Alpha Development for $6.3 million in 2015 or roughly $211/ 6 Possible Hotel SF for the 0.8 AC site 7 1.4 AC FS Metro-owned 8 Possible Development of block Owned by investment partnership 9 Possible Development Under contract 10 Possible Development 0.927 AC 11 Possible Development Asking $7.5M for 1.17 AC or $147/SF 12 Downtown Business Center for Sale 1.48 AC 13 3.90 AC for Sale Entire city block; $25 million ($150/SF) - under contract

P. 34 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Hotel Development Activity

11 1 8 7 2

10 19 20

15

13 11 5 9 3

6 16 18 14

17

4

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 35 Proposed/Under Construction Hotel Projects

No. of Estimated No. Name Developer/Owner Address/Intersection Status Rooms Delivery

Under 1 21C Museum Hotel 21c Museum Hotels 222 3rd Avenue North 124 1Q 2017 Construction Under 2 Noel Place Hotel Rockbridge Capital Noel Place - 200 4th Avenue North 226 3Q 2016 Construction Under 3 Westin Nashville Castlerock Asset Management 807 Clark Place 454 1Q 2017 Construction Under 4 Kimpton Hotel Buckingham Cos. 200 21st Avenue South 180 1Q 2017 Construction Under 5 JW Marriott Turnberry Associates 201 8th Avenue South 532 1Q 2018 Construction MarketStreet Enterprises, AJ Capital Under 6 Thompson Hotel 401 11th Avenue South 224 3Q 2016 Partners, The Berger, Co. Construction 7 Ace Hotel 4PANT LLC 210 4th Avenue North 160 Proposed 4Q 2016 Under 8 401 Union BNA Associates 4th Avenue N & Union Street 80 3Q 2016 Construction 9 Holiday Inn Hotel & Suites Pinnacle Hospitality, Ray Dayal 415 4th Avenue South 228 Proposed 2017 10 Capitol View Boyle Investment Co. 1100 Charlotte Avenue 420 Proposed 2018 Korean Veterans Boulevard & 4th 11 The Joseph Nashville Pizzuti Cos. 300 Proposed 2018 Avenue S Wells Fargo Building - 230 4th 12 The Bobby Castlerock Asset Management 134 Proposed TBA Avenue North Marriott SoBro (Spring Hill Suites, 13 North Point Hospitality 400 5th Avenue South 468 Proposed 1Q 2018 Residence Inn, AC) 14 Virgin Hotels Virgin Group Ltd. 1 Music Square West 240 Proposed TBA Fillmore Capital Partners, Choice 15 Cambria Hotel 118 Eighth Avenue South 225 Proposed TBA Hotels 16 Regent Midtown Regent Partners 1812 Broadway 220 Proposed TBA 17 Midtown Hotel Ardavan Afrakhteh 1922 Broadway 175 Proposed TBA 18 One Nashville DF Chase 400 Lafayette Street 117 Proposed TBA 19 Moxy Hotel by Marriott TBA Sobro - 3rd Avenue S, 215 Broadway 161 Proposed TBA 20 The Bridge Hotel Frank May 120 2nd Avenue South 40 Proposed 2Q 2017 4,708

P. 36 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Regulating Plan Lafayette Subdistrict

The Lafayette neighborhood is currently a primarily industrial and business services environment with strong transportation connections to the Gulch, SoBro, Midtown, and South Nashville neighborhoods. This neighborhood will likely retain many of the industrial and business service uses while accommodating a greater variety of uses. The neighborhood is primarily low-rise and should act as a transition from the height of the Core and SoBro to the family neighborhoods to the South.

Transitional properties that consolidate to have frontage on the boulevard shall be part of the SoBro Subdistrict. Transitional properties that do not consolidate to have frontage on the boulevard shall be part of the Lafayette Subdistrict.

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 37 Section II: Subdistrict Standards Building Regulations

Lafayette SubdistrictLafayette Subdistrict: Building Regulations Frontage Street Frontage Planting Strip A Allowed Frontage Types with Required Build-to Zone A Allowed Frontage Types with Required Build-to Zone Primary Street Sidewalk Primary Street • Storefront Frontage 0’-10’ A B • Stoop Frontage 5’-10’ • Storefront Frontage 0’-10’ C Secondary Street A • Stoop Frontage 5’-10’ • Storefront Frontage 0’-10’ • Stoop Frontage 5’-10’ Secondary Street C • Porch Frontage 10’-15’ • Storefront Frontage 0’-10’ Tertiary Street Street • Stoop Frontage 5’-10’ • Storefront Frontage 0’-10’ Sidewalk Parking Placement Planting Strip • Stoop Frontage 5’-10’ • Porch Frontage 10’-15’ B Tertiary Frontage • Porch Fromtage 10’-15’ Industrial Frontage is allowed in this Subdistrict. • Storefront Frontage 0’-10’ • Stoop Frontage 5’-10’ B Facade width Primary Street 80% of lot frontage min. • Porch Frontage 10’-15’ Secondary Street 80% of lot frontage min. Industrial Frontage is allowed in this Subdistrict. Tertiary Street 60% of lot frontage min. Building Plan B Facade Width Remaining lot frontage may be used for pedestrian amenities and shall not be used for parking. Primary Street 80% of lot frontage min. C Min. building depth 15’ from building facade Secondary Street 80% of lot frontage min. Tertiary Street 60% of lot frontage min. Height Remaining lot frontage may be used for pedestrian amenities and shall not be used for parking. D Min. C Minimum Building Depth 15’ from building• On facade the roundabout 3 stories or 35’ E

Height E Max. • On Lafayette St 12 stories D Min. • Subdistrict general 8 stories • On the roundabout 3 stories of 35’Additional height available through the Bonus Height Program

E Max. Step-back * Step-back required for all buildings 7 stories or greater • On Lafayette Street 12 stories fronting public streets G F • Subdistrict general 8 stories F Step-back between 4th and 7th stories Additional height available through the Bonus Height GProgramMin. step-back depth 15’ * see page 61 for full description Step-back Step-back required for all buildings 7 stories or greater D fronting public streets Sidewalk & Planting Improvements to the sidewalk corridor according to the F Step-back after 4th and 7th storiesGeneral Standards and the Major and Collector Street Plan. A

CB G Min. step-back depth 15’ Notes Sidewalk & Planting Uses: page 55; General Standards: page 59 Improvements to the sidewalk corridor according to the General Standards and the Major and Collector Street Plan Building Section

P. 38 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH 17.37 Downtown Code 39 Section IV: General Standards Bonus Height Chart BonusLafayette Height Chart Subdistrict

Maximum height LEED LEED ND Pervious Historic Building Open Space Workforce Housing Civil Support Space Upper Level Garage Liner Public Parking Bonus Height within the Subdistrict Surface Preservation & Maximum Underground Parking Central

James Robertson elevation of 560' Any = 2 stories 2 stories 2 stories 2 stories 2 stories All Levels to a maximum of elevation 2 stories below 560' elevation 2 stories below 560' elevation 2 stories elevation 560' above sea level of 560' Core 30 stories Silver = 4 stories; Gold = 8 stories 2 stories 8 stories All Levels 8 stories 8 stories 2 stories Unlimited 2 stories 8 stories Platinum = 12 stories Core-historic 6 stories on the interior of blocks; 10 No bonus No bonus No bonus 4 stories No bonus No bonus No bonus No bonus No bonus 10 stories stories on the corners

Upper Broadway 100' No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus 100' Second and Broadway Second 8 stories within 105' No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus 8 stories within 105' Broadway 5 stories within 65' 5 stories within 65' SoBro General, or 8th Avenue frontage south of 30 stories Silver = 4 stories; Gold = 8 stories 2 stories 2 stories 8 stories 8 stories All Levels 8 stories 8 stories 2 stories Unlimited roundabout (beyond 100’ from frontage) Platinum = 12 stories West side of 1st and East side of 2nd 15 stories Silver = 4 stories; Gold = 8 stories 2 stories 2 stories 5 stories 5 stories Levels 1, 2, and 3 5 stories 5 stories 2 stories 30 stories Platinum = 12 stories 8th Avenue frontage south of roundabout (within 100’ frontage) 8 stories Any = 2 stories 2 stories 2 stories 2 stories 2 stories Levels 1, 2, and 3 2 stories 2 stories 2 stories 11 stories River 10 stories No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus 10 stories South

Lafayette General 8 stories Any = 2 stories 2 stories 2 stories 2 stories 2 stories Levels 1, 2, and 3 2 stories 2 stories 2 stories 11 stories

Lafayette Street 12 stories Any = 2 stories 2 stories 2 stories 3 stories 3 stories Levels 1, 2, and 3 3 stories 3 stories 2 stories 16 stories

Rutledge Hill Primary and Secondary 6 stories Any = 1 story 1 story 1 story 1 story 1 story Levels 1, and 2 1 story 1 story 2 stories 7 stories Tertiary 3 stories No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus 3 stories Rolling Mill Hill 65 feet with an SEP of 1:1.5 No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus 65 feet with an SEP of 1:1.5 Rutledge River 9 stories Any = 2 stories 2 stories 2 stories 2 stories 2 stories Levels 1, 2, 3 and 4 2 stories 2 stories 2 stories 12 stories West

Gulch North General 7 stories Any = 2 stories 2 stories 2 stories 2 stories 2 stories All Levels 2 stories 2 stories 2 stories 10 stories below 560' elevation fronting Herman Street 4 stories No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus 2 stories 4 stories Gulch South General 10 stories Any = 2 stories 2 stories 2 stories 2 stories 2 stories All Levels 2 stories 2 stories 2 stories 16 stories fronting Church, Broadway, Demonbreun 15 stories Any = 2 stories 2 stories 2 stories 3 stories 3 stories All Levels 3 stories 3 stories 2 stories 21 stories

at key intersections 20 stories Silver or Gold = 2 stories; Platinum = 2 stories 2 stories 4 stories 4 stories All Levels 4 stories 4 stories 2 stories 28 stories 3 stories North

Hope Gardens Primary 7 stories Any = 1 story 1 story 1 story 1 story 1 story Level 1 1 story 1 story 1 story 8 stories Secondary 4 stories Any = 1 story 1 story 1 story 1 story 1 story Level 1 1 story 1 story 1 story 5 stories Tertiary 3 stories No bonus No bonus No bonus No bonus No bonus No bonus No bonus No bonus No Bonus 3 stories Primary 7 stories Any = 1 story 1 story 1 story 1 story 1 story Level 1 Any = 1 story 1 story 1 story 8 stories Secondary 5 stories Any = 1 story 1 story 1 story 1 story 1 story Level 1 Any = 1 story 1 story 1 story 6 stories Tertiary 4 stories Any = 1 story 1 story 1 story 1 story 1 story Level 1 Any = 1 story 1 story 1 story 5 stories

17.37 Downtown Code 99

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 39 Section III: Uses

Use Areas

Land uses within the DTC are determined by Area – Central, South, West, and North. To create a sustainable and mixed-used Downtown, the form-based zoning of each subdistrict regulates the shape, scale, and placement of the buildings, and allows a variety of uses. Uses Area boundaries are the same as Subdistrict boundaries. To determine the allowed land uses, locate the property on the Area Plan, and refer to the Area column on the Land Use Chart for the allowed uses. UsesAllowed Permitted Uses with Conditions or Permitted by Special Exceptions or Accessory shall follow the standards of Chapter 17.16. If standardsLafayette within Chapter 17.16 and the DTC con Subdistrict ict, the stricter shall apply.

Land uses within the DTC are determined by Area – Central, South, West, and North. To create a sustain- able and mixed-used Downtown, the form-based zoning of each subdistrict regulates the shape, scale, and placement of the buildings, and allows a variety of uses.

Uses Area boundaries are the same as Subdistrict boundaries. To determine the allowed land uses, locate the property on the Area Plan, and refer to the Area column on the Land Use Chart for the allowed uses.

Uses Permitted with Conditions or Permitted by Special Exceptions or Accessory shall follow the standards of Chapter 17.16. If standards within Chapter 17.16 and the DTC conflict, the stricter shall apply.

N

17.37 Downtown Code 56

P. 40 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH Demographics

1 Mile 3 Miles 5 Miles

2000 Population 7,442 89,221 210,963 2010 Population 8,978 89,696 208,633 2015 Population (Estimated) 11,361 102,296 231,901 2020 Population (Projected) 12,142 108,808 247,796

2000 Households 2,896 36,098 87,136 2010 Households 3,656 37,091 86,961 2015 Households 5,210 44,740 99,516 2020 Households 5,631 47,789 106,410

2015 Owner Occupied Housing Units 1,676 16,539 44,932 2015 Renter Occupied Housing Units 3,535 28,201 54,584 2015 Vacant Housing Units 314 1,661 3,776

Total Businesses 2,885 13,122 20,646 Total Employees 46,616 216,006 315,419

2015 Households by Income > $10,000 23.0% 17.2% 13.2% $10,000 - $14,999 8.3% 8.6% 7.6% $15,000 -$24,999 14.5% 14.3% 14.2% $25,000 - $34,999 10.1% 10.4% 11.0% $35,000 - $49,999 10.8% 11.2% 13.3% $50,000 - $74,999 13.6% 14.1% 15.3% $75,000 - $99,999 8.0% 7.9% 8.5% $100,000 - $124,999 3.8% 5.0% 5.1% $125,000 - $149,999 2.4% 3.4% 3.1% $150,000 - $199,999 2.2% 2.9% 3.1% $200,000+ 3.2% 5.0% 5.6%

2015 Median Household Income $35,850 $43,039 $47,447 2015 Per Capita Income $24,941 $27,577 $28,950 2015 Average Household Income $50,645 $60,774 $66,030

610-614 5TH AVENUE SOUTH : OFFERING MEMORANDUM : P. 41 Colliers International 523 3rd Avenue South, Nashville, TN 37210 MAIN 615 850 2700 FAX 615 244 2957 colliers.com

P. 42 : OFFERING MEMORANDUM : 610-614 5TH AVENUE SOUTH