Summary Appraisal Report

Appraisal Report

Capitol Hill TOD Site C 1830 Broadway E. Seattle, WA

FOR Sound Transit Mr. Jim Lema, MAI 401 S. Jackson Street Seattle, WA 98104

Valbridge Property Advisors | Allen Brackett Shedd

506 2nd Avenue, Suite 1001 Seattle, WA 98104 206-209-3016 425-892-2457 fax Valbridge Job No.:14-0102-004 valbridge.com

June 27, 2014

Mr. Jim Lema, MAI Appraisal Manager Sound Transit 401 S. Jackson Street, Seattle, Washington 98104

RE: APPRAISAL OF CAPITOL HILL TOD SITE C LOCATED AT 1830 BROADWAY E. IN SEATTLE, WASHINGTON (Our File #14-0102-004)

Dear Mr. Lema:

In response to your request, I have completed an appraisal of Sound Transit’s Capitol Hill Transit Oriented Development (TOD) Site C located at 1830 Broadway E. in Seattle, Washington. The purpose of the appraisal is to determine the market value of the subject to aid in decision making associated with the proposed sale of the site by Sound Transit. In addition, an opinion of market rent assuming a long-term ground lease of the site is provided. Intended users include the client, Sound Transit, as well as the client’s agents, representatives, legal counsel, and the Federal Transportation Administration (FTA). Use of this report by others is not intended by the appraiser.

The subject of this appraisal consists of a 17,231-square-foot site located on the southeast corner of Broadway E. and E. Denny Way. The property represents a portion of the larger assemblage by Sound Transit that was completed in 2007- 2008 to allow for the construction of the Capitol Hill Link Light Rail station. As of the date of value, the station was under construction. Nonetheless, and pursuant to the client’s request, the analysis and valuation contained in this report reflects the Hypothetical Condition that construction is completed. Accordingly, the value conclusion contained in this report reflects a level site at grade with the westerly abutting Broadway E. and adjacent to the completed light rail station.

As the subject is adjacent to the subterranean light rail station, as well as its south surface-level entrance, it is encumbered by various easements. In addition, any development of the property will be subject to additional conditions and/or restrictions associated with the existing Development Agreement between Sound Transit and the City of Seattle, as well as Sound Transit’s Coordinated Development Plan (CDP). These

factors, which dictate potential uses within the subsequent development of the property, will be discussed subsequently in this report and have been considered in the value conclusion.

This Appraisal Report is intended to comply with the reporting requirements set forth under Standards Rule 2-2(b) of the Uniform Standards of Professional Appraisal Practice (USPAP). It presents only summary discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and for the intended use stated below. The appraiser is not responsible for unauthorized use of this report.

Based on an investigation and analysis of all relevant data, it is my opinion that the market value of the subject property, as of May 30, 2014, is:

SIX MILLION NINE HUNDRED THIRTY THOUSAND DOLLARS ($6,930,000)

In terms of the long-term ground lease scenario, a market rent for the first year at $485,100 is concluded. The market rent reflects a lease term of at least 50 years with annual CPI adjustments and market rent adjustments every five years.

If you have further questions not answered in the accompanying appraisal report, please do not hesitate to call.

Sincerely,

VALBRIDGE PROPERTY ADVISORS ALLEN BRACKETT SHEDD

Gregory L. Goodman, MAI

kr Enclosures

ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report was made after personal inspection of the property identified in this report. The conclusions in the report have been arrived at and are predicated upon the following conditions:

a) No responsibility is assumed for matters, which are legal in nature, nor is any opinion rendered on title of land appraised. Title to the property is assumed to be good and marketable unless otherwise stated in this report. b) Unless otherwise noted, the property has been appraised as though free and clear of all liens, encumbrances, encroachments, and trespasses. c) All maps, areas, and other data furnished your appraiser have been assumed to be correct; however, no warranty is given for its accuracy. If any error or omissions are found to exist, the appraiser reserves the right to modify the conclusions. Any plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. d) It is assumed there is full compliance with all applicable federal, state, and local environmental regulations and laws unless otherwise stated in this report. e) It is assumed all applicable zoning and use regulations and restrictions have been complied with, unless a nonconformity has been stated, defined, and considered in this appraisal report. f) The appraiser has no interest, present or contemplated, in the subject properties or parties involved. g) Neither the employment to make the appraisal nor the compensation is contingent upon the amount of the valuation report. h) To the best of the appraiser’s knowledge and belief, all statements and information in this report are true and correct, and no important facts have been withheld or overlooked. i) Possession of this report, a copy, or any part thereof, does not carry with it the right of publication, nor shall the report or any part thereof be conveyed to the public through advertising, public relations, news, sales, or other media valuation conclusions, identity of the appraiser, or firm, and any reference made to the Appraisal Institute or any professional designation. j) There shall be no obligation required to give testimony or attendance in court by reason of this appraisal, with reference to the property in question, unless satisfactory arrangements are made in advance. k) This appraisal has been made in accordance with rules of professional ethics of the Appraisal Institute. l) The Valbridge Property Advisors office responsible for the preparation of this report is independently owned and operated by Allen Brackett Shedd. Neither Valbridge Property Advisors, Inc., nor any of its affiliates, has been engaged to provide this report. Valbridge Property Advisors, Inc., does not provide valuation services and has taken no part in the preparation of this report. m) No one other than the appraiser prepared the analysis, conclusions, and opinions concerning real estate that are set forth in the appraisal report. n) Statements or conclusion offered by the appraiser are based solely upon visual examination of exposed areas of the property. Areas of the structure and/or property, which are not exposed to the naked eye, cannot be inspected; and no conclusions, representations, or statements offered by the appraiser are intended to relate to areas not exposed to view. No obligation is assumed to discover hidden defects.

o) Unless otherwise stated in this report, the existence of pollution and/or hazardous waste material, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials or pollution may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired. p) Statements, representations, or conclusions offered by the appraiser do not constitute an express or implied warranty of any kind. q) Neither appraiser nor Allen Brackett Shedd shall be liable for any direct, special, incidental, or consequential damages whatever, whether arising in tort, negligence, or contract, nor for any loss, claim, expense, or damage caused by or arising out of its inspection of a property and/or structure. r) The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. s) With regard to prospective value opinions, future changes in market conditions necessitate an assumption that the appraiser cannot be held responsible for unforeseeable events that alter market conditions prior to the effective date of the appraisal or date of value. t) This report and any associated work files may be subject to evaluation by Valbridge Property Advisors, Inc., or its affiliates, for quality control purposes.

TABLE OF CONTENTS

Page Letter of Transmittal Assumptions and Limiting Conditions Executive Summary

Part I - Introduction Identification of the Subject Property ...... 1 Summary of Appraisal Problem ...... 1  Uses, Building Siting, Height and Setbacks ...... 1  Affordable Housing ...... 2  Green Factor ...... 2  Vehicular Parking ...... 2  Vehicular Site Access & Egress ...... 2  Easements, Licenses and Restrictions ...... 2 Legal Description ...... 4 5-Year Sale History/Delineation of Title ...... 4 Date of Inspection/Valuation ...... 4 Purpose of the Appraisal ...... 5 Property Rights Appraised ...... 5 Scope of the Appraisal ...... 6 Intended Use/Users/Client ...... 6 Extraordinary Assumptions/Hypothetical Conditions ...... 7  Hazardous Waste ...... 7  Subject Characteristics ...... 7 Personal Property ...... 7 Exposure Period ...... 7 Neighborhood Description ...... 7

Part II - Factual Data Description of the Subject Property ...... 10  Site...... 10  Topography ...... 10  Access and Exposure ...... 10  Soils ...... 10  Utilities ...... 10  Zoning ...... 11  Easements and Encumbrances ...... 11  Assessed Value and Real Estate Taxes ...... 12  Improvements Description ...... 12

Part III - Highest and Best Use Highest and Best Use Definition ...... 13  As if Vacant ...... 13  Conclusion ...... 14

Part IV - Analyses and Conclusions to Value Valuation ...... 15 Sales Comparison Approach ...... 15  Discussion of Adjustments ...... 17  Reconciliation and Conclusion of Value ...... 19

Certification of Value ...... 22 Addenda Development Agreement/CDP Comparable Data Qualifications of Appraisers

EXECUTIVE SUMMARY

Project: Capitol Hill TOD Site C

Location: 1830 Broadway E.

Improvements: The property is vacant and unimproved.

Site Size 17,231 square feet.

Utilities: All utilities necessary for development currently service the subject site.

Zoning: NC3P-40 within the Capitol Hill Urban Center Village and the Capitol Hill Station Overlay District

Highest and Best Use: As vacant with development of a mixed-use structure.

Value Conclusion: $6,930,000

Market Rent: $485,100 assuming a ground lease term of at least 50 years with annual CPI adjustments and market rent adjustments every five years.

Date of Valuation: May 30, 2014

Appraiser: Gregory L. Goodman, MAI

File: 14-0102-004

Facing north along subject’s western boundary on Broadway E. from southern boundary

Subject property facing north from southerly abutting site

Eastern portion of subject facing from southerly abutting site

PART I - INTRODUCTION

Identification of the Subject Property The subject of this appraisal consists of a 17,231-square-foot site located on the southeast corner of the intersection between Broadway E. and E. Denny Way. The property represents a portion of the larger assemblage by Sound Transit that was completed in 2007- 2008 to allow for the construction of the Capitol Hill Link Light Rail station. As of the date of value, the station was under construction. Nonetheless, and pursuant to the client’s request, the analysis and valuation contained in this report reflects the Hypothetical Condition that construction is completed. Accordingly, the value conclusion contained in this report reflects a level, site at grade with the westerly abutting Broadway E. and adjacent to the completed light rail station. The site address is 1830 Broadway E.

Summary of Appraisal Problem The purpose of the appraisal is to determine the market value of the subject to aid in decision making associated with the proposed sale of the site by Sound Transit. In addition, an opinion of market rent assuming a long-term ground lease of the site is provided. The subject property represents a portion of the larger assemblage by Sound Transit that was completed in 2007-2008 to allow for the construction of the Capitol Hill Link Light Rail station. As of the date of value, the station was under construction. Nonetheless, and pursuant to the client’s request, the analysis and valuation contained in this report reflects the Hypothetical Condition that construction is completed. Accordingly, the value conclusion contained in this report reflects a level site at grade with the westerly abutting Broadway E. and adjacent to the completed light rail station.

Uses, Building Siting, Height and Setbacks  The site shall be developed with a mixed-use building.  A maximum FAR of 6.0 is permitted.  The Broadway-facing area of the site shall include pedestrian-oriented nonresidential uses. Broadway retail facades are required to be between 18-20 feet in height.  Broadway street-level facades must be setback from the property line a minimum of 4 feet to achieve an 18-foot minimum sidewalk (maximum of 10 feet). A

2-foot Balcony/Bay Zone encroachment over public way (beyond property line) is provided.  Buildings shall be built to a minimum height of 74' 11", with a maximum six floors excluding parking.

Affordable Housing  The subject is required to participate in the City of Seattle’s Multifamily Housing Property Tax Exemption program (MFTE) for a full 12 years to provide 20% of the residential units at restricted rents per the City’s program requirements.  A developer may request to build up to 85 feet in height in order to add an additional floor if a greater number of Affordable Units are provided, the Affordable Units are available for a longer duration than required and/or providing housing that is more affordable than required in the Multifamily Housing Property Tax Exemption Program.

Green Factor  Building construction shall be to LEED Silver, Evergreen Standard, or better.  The subject is required to implement a Green Factor via a “pooled” approach with the other TOD sites to provide an overall Green Factor Score of 0.302.

Vehicular Parking  The residential parking ratio shall not to exceed 0.7 stalls per residential unit.  Residential parking cost must be unbundled from residential affordable housing rent cost.  No commercial parking (other than on-site short term retail) and no transit park & ride or kiss & ride parking is permitted.

Vehicular Site Access & Egress  Vehicular access shall be provided by a single curb cut from Nagle Place.

Easements, Licenses and Restrictions  Various restrictions for private constructed facilities adjacent, abutting, above, and below Sound Transit facilities to be determined by DECM Civil ROW.  A subterranean easement associated with a tunnel structure extending from the West Entrance will encumber the northwest corner of the site.  A fore main utility vault will be located along the southern property line.

The various requirements, conditions and restrictions summarized above are considered in the valuation of the subject property. For the most part, the factors are relatively consistent with underlying zoning requirements and market trends in the subject area. More specifically, the various requirements associated with the Broadway facing facades, green factors, and parking ratios are exhibited in newer developments in the subject’s immediate area. Furthermore, the subject’s location on Broadway, coupled with market activity, supports development of a mixed-use on the site.

The MFTE requirement does not have a significant impact on the development potential or value of the subject site. This view is supported by the numerous projects throughout the Capitol Hill neighborhood, as well as other areas of Seattle, including essentially all of the newer mixed-use developments in the subject area, that are participating in the program. Furthermore, any reduction in rental income associated with 20% of the units having lower rents is generally more than offset by the reduced tax expense attributed to the exemption.

The most significant easement that will be retained is associated with the subterranean easement for the tunnel connecting the West Entrance with the station. This easement will be within a building footprint of any structure developed on the site. In this case, however, construction on the surface, as well as underground parking will be permitted due to the depth of the tunnel. As such, and when considering the depth of the tunnel, the easement does not have a significant impact on the ability of the subject to be developed to its highest and best use and achieve the maximum density afforded by its zoning designation and identified in the Development Agreement and CDP.

In addition to the potential permanent impact associated with the various requirements, conditions and restrictions, consideration is also given to the potential short term impacts during construction on the subject site. In this case, any development on the subject will require ongoing coordination with Sound Transit so as not to impact any of its existing facilities or their use. Furthermore, any construction will have to account for, and work around the various Sound Transit facilities and easements.

While the subject may encounter increased construction coordination and thus the potential for increased costs, such a situation is not unique to the subject. There are multiple examples of “tight sites,” irregular-shaped properties, and/or properties adjacent to, or over existing public and private facilities that have been developed. In other words, increased construction coordination and working around abutting improvements is relatively common when constructing a project in an urban area that is essentially 100% developed. As will be presented subsequently, a number of the comparables utilized in the valuation of the subject are similar in this regard with no apparent impact on the underlying land value attributed to such a condition.

While construction on the subject may require increased coordination, the subject is benefitted by the fact that there are few, if any, unknowns about the site. The location of all of Sound Transit’s facilities are known and thus can be appropriately accounted for. Furthermore, numerous studies have already been completed on the subject with the soil quality also being a known factor. As such, there is reduced risk in the development of the subject as compared to an alternative site with uncertainty as to potential underground unknowns that are only discovered after construction starts.

The subject is also benefitted by the existing Development Agreement with the City of Seattle. This benefit is attributed to the significant level of study as to the potential

development of the subject that has already been completed. The existing Development Agreement and CDP have been subjected to review by the City of Seattle and Capitol Hill community. While not providing specific entitlements, it provides a framework for development that has already been vetted by the City and neighborhood. As such, it identifies various items that would be required and/or are acceptable to these entities. Such an agreement reduces some of the risk associated with the planning and permitting process that would otherwise be encountered on an unentitled site.

Lastly, consideration is given to the subject’s location. It is located in the heart of the highly desirable Capitol Hill neighborhood. It is proximate to Seattle Central Community College, Cal Anderson Park and the street car line that is nearing completion. The fact that the subject is adjacent to the Capitol Hill light rail station provides further benefits as exhibited by a review of various market activity for sites adjacent and/or proximate to Sound Transit’s existing stations.

In conclusion, the valuation of the subject requires the consideration of the various requirements, conditions, and restrictions associated with the development of the subject. However, and as with the valuation of any property, consideration must also be given to the location of the site and benefits of any items and/or work completed that helps reduce the development risk. These offsetting factors are present at the subject and have been appropriately considered in arriving at a final value conclusion.

Legal Description A current title report for the subject property was not available for the appraiser’s review. A complete legal description of the subject can, however, be found in the Development Agreement/CDP, a copy of which is included Addenda to this report. According to King County Assessor’s records the subject can be identified as Tax Account No. 600300-1380.

5-Year Sale History/Delineation of Title According to King County records, title to the subject is currently vested in CPSRTA (Sound Transit). Furthermore, the subject represents a portion of the larger assemblage by Sound Transit that was completed in 2007-2008 to allow for the construction of the Capitol Hill Link Light Rail Station. Since Sound Transit’s acquisition of the property, no transfers of title have occurred. As such, there have been no sales or transfers of the property during the last five years.

Date of Inspection/Valuation The subject property was inspected from abutting right-of-ways on May 20, 2014. As of the date of value, the subject property was being utilized in association with construction of the light rail station. Nonetheless, and pursuant to the client’s request,

the analysis and valuation contained in this report reflects the Hypothetical Condition that construction is completed. In this regard, information provided by the client is relied upon in regards to the assumed condition and physical characteristics of the site upon the completion of the light rail station. These physical characteristics are based on surveys and plans included in the Development Agreement and CDP.

Purpose of the Appraisal The purpose of this appraisal is to arrive at an opinion of the market value of the subject property. Market value is defined as:1

The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated; 2. both parties are well-informed or well-advised and acting in what they consider their best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

In addition, an opinion of market rent assuming a long-term ground lease is provided. Market rent is defined as:2

Market rent is the rental income that a property would most probably command in the open market.

Property Rights Appraised This appraisal is of fee simple interest as encumbered by existing and proposed easements. Fee simple interest is defined as:3

Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.

An easement is defined as follows: 4

1 From The Appraisal of Real Estate, Fourteenth Edition, 2013, Appraisal Institute, page 59. 2 From The Appraisal of Real Estate, Thirteenth Edition, 2007, Appraisal Institute, page 453 3 From The Appraisal of Real Estate, Fourteenth Edition, 2013,Appraisal Institute, page 5 4 From The Appraisal of Real Estate, Fourteenth Edition, 2013, Appraisal Institute, page 74.

An interest in real property that transfers use, but not ownership, of a portion of an owner’s property.

This definition may be expanded as:

…the right to perform a specific action on a particular parcel of property, or portion thereof, by the grantees who do not hold the underlying fee.5

Scope of the Appraisal The scope of this appraisal involves the consideration of all three approaches to value including the Cost Approach, Income Approach, and Sales Comparison Approach to value. As the subject property consists of a vacant site, the Sales Comparison Approach has been utilized in the valuation of the property. Data was collected on comparable sales of land, then compared to the subject property.

It is noted that a residual analysis of the subject represents an alternative methodology in the valuation of the property. However, absent a specific development plan and associated cost estimate, such an analysis is considered to be beyond the scope of this appraisal. If subsequent information for the proposed development of the subject and its associated costs are provided, such an analysis may provide additional insight into the value for the subject site.

Various Sound Transit representatives provided subject property information. Additional information was obtained from King County, and the City of Seattle, and from inspections.

In appraising the subject property, the appraiser did the following:

 Analyzed historical and current information from the subject neighborhood or competitive neighborhoods in the Capitol Hill and Seattle area.

 Researched Metroscan, King County Assessor, and CoStar, Inc. databases.

 Researched Valbridge Property Advisors | Allen Brackett Shedd’s existing database.

 Confirmed all sales with buyers, selling agents, and/or public records.

 Inspected all comparable sales.

 Reviewed all documents as cited throughout this report.

Intended Use/Users/Client The intended use of this appraisal is to aid in decision making associated with the proposed sale or long-term ground lease of the site by Sound Transit. Intended users

5 From The Appraisal of Real Estate, Twelfth Edition, 2001, Appraisal Institute, page 85.

include the client, Sound Transit, as well as the client’s agents, representatives, legal counsel, and the Federal Transportation Administration (FTA). Use of this report by others is not intended by the appraiser.

Extraordinary Assumptions/Hypothetical Conditions

 Hazardous Waste No information regarding the presence or absence of hazardous waste on the subject property has been provided. This appraisal assumes the absence of any and all hazardous waste on the subject property. If hazardous waste is found to be present on the subject property, we reserve the right to change the valuation contained in this report.

 Subject Characteristics As of the date of value, the subject property was being utilized in association with construction of the light rail station. Nonetheless, and pursuant to the client’s request, the analysis and valuation contained in this report reflects the Hypothetical Condition that construction is completed. In this regard, information provided by the client is relied upon in regards to the assumed condition and physical characteristics of the site upon the completion of the light rail station. These physical characteristics are based on surveys and plans included in the development agreement and CDP.

Personal Property There is no personal property included within the appraised value.

Exposure Period The subject property has not been actively marketed in the recent past. Assuming the property was to receive adequate exposure in the marketplace, an exposure period of 6 to 9 months at the value conclusion is anticipated. This conclusion is based on an investigation of numerous transactions in the subject area.

Neighborhood Description The subject is located in the Capitol Hill area of Seattle. This neighborhood is located just east of Seattle’s CBD, and is home to a wide range of uses. This is an older neighborhood and is thus dominated by older, single-family residences. In addition, there are numerous older apartment buildings, as well as a mix of older and newer commercial and mixed use buildings along the major arterials through the neighborhood. The subject neighborhood is highly desirable due to its close proximity to Seattle’s CBD. The subject itself is in an area with a large amount of commercial and

multifamily uses due to its location along a main arterial, as well as its close proximity to the Convention Center and Seattle’s CBD.

As noted, the subject property is located on Broadway Avenue, which is dominated by commercial buildings and mixed use structures. East of Broadway a large portion of the uses are residential in nature with a mix of older, single-family residences and apartment buildings. Over the past several years, there has been continued redevelopment consisting of newer apartments, and mixed use buildings. This activity can be attributed to the increasing demand for residential property, as well as the amenities the neighborhood provides including nice views to the west, close proximity to downtown Seattle, inclusion of Cal Anderson Park and Seattle Central Community College. With the continued demand for residential properties in the area, demand for commercial space is likely to remain in order to provide the needed services to the residents of the area.

The majority of the commercial services within the neighborhood can be found along Broadway Avenue, as well as in the commercial pocket west of Broadway, east of downtown and between Olive Way and E. Madison Street. Broadway Avenue is the main north-south route through the area and provides a diverse range of services. In addition, Broadway Avenue is home to Central Seattle Community College, which is just south of the subject property.

Broadway Avenue stretches from the Rainier Valley in the south to Roanoke Street in the north. Other major north south routes include 12th Avenue and E. Boren Avenue. The major east west routes consist of Olive Way E., and E. Madison Street. Both provide access west to the downtown Seattle area. East of Broadway, Olive Way becomes E. John Street and provides access to the Madison Park area in the east via its connection with E. Thomas Street. E. Madison Street is located to the south of the subject and provides additional access to Seattle’s CBD. Along with the major arterials, there are numerous other, lower volume streets such as E. Pine Street and E. Pike Street to the south, which provide circulation throughout the neighborhood and access between the downtown area and the rest of Capitol Hill.

Circulation between Capitol Hill and other significant employment centers will continue to improve as result of the extension of light rail to the area. Furthermore, circulation between Capitol Hill, First Hill, Seattle University, the International District, and Pioneer Square will also be benefitted with the completion of the First Hill Street Car.

In summary, the subject is located in a popular area of Seattle, due to its close proximity to Seattle’s CBD and good views, as well as its relatively large and unique commercial areas. It is also in close proximity to major institutions such as Central Seattle Community College, Seattle University, and the medical centers to the south on First Hill. These institutions, as well as Seattle’s CBD, represent major employment centers. These factors make the subject area highly desirable to many of the people who work in

downtown and its surrounding area, resulting in continued demand for various property types. This demand is expected to continue and provides a positive outlook for the subject property and its surrounding neighborhood.

PART II - FACTUAL DATA

Description of the Subject Property

 Site The subject property consists of a single tax lot that is slightly irregular in shape and contains 17,231 square feet. The western boundary consists of approximately 180 feet of frontage on Broadway E. The entire 91-foot northern boundary fronts on E. Denny Way. The eastern boundary has a total length of approximately 231 feet. Of this total, 53 feet consists of frontage on Nagle Place with the remainder abutting the South Entrance to the station. The subject’s southern boundary has an approximate length of 128 feet.

 Topography It is assumed that upon completion of the construction of the light rail station, the subject will have a downward sloping topography from west to east. More specifically, it is assumed that the western boundary of the property will level and at grade with the westerly abutting Broadway E. From this point, the property will slope downward to the east, with the eastern boundary being at, or close to the grade of Nagle Place. The northern boundary is assumed to be at grade with E. Denny Way, which follows a similar downward slope to the east. While sloping, the subject property’s topography presents no restrictions or limitations to highest and best use development.

 Access and Exposure The subject property has frontage and exposure on Broadway, E. Denny Way and Nagle Place. With respect to the westerly abutting Broadway, it is a main arterial through the Capitol Hill area of Seattle and consists of an 80-foot-wide right-of-way stretching from E. Roy Street in the north, to Yesler Way in the south. This street is dominated by commercial uses and abuts major institutions including Seattle Central Community College and Seattle University. The northerly abutting E. Denny Way will be developed as a “Festival Street,” which will include various traffic calming features and place priority on pedestrian and bicycle use. As required in the Development Agreement and CDP, the subject will have vehicular access available from the easterly abutting Nagle Place.

 Soils No soils information was provided to the appraisers. It is assumed that any fill placed on the subject subsequent to the completion of construction of the light rail station will be adequate for development of the site without atypical soil preparation costs.

 Utilities Public utilities, including electricity, natural gas, water, sanitary sewers, storm sewers, and telephone are all available to the subject property.

 Zoning The subject is zoned NC3-40 by the City of Seattle. This zone allows for numerous types of commercial development. The function of the NC3 zone is to establish a pedestrian-oriented shopping district, which provides a full range of retail goods and services, as well as office and business support services that are compatible with the retail character of the area. These various services are to be targeted to serve the surrounding larger community. Development in areas with this zoning designation typically includes single purpose commercial structures, multistory mixed-use structures with commercial storefronts at street level, and multistory residential structures.

The location of the property within the Capitol Hill Urban Center Village results in its inclusion in an overlay area that allows for increased height limits of up to 65 feet. For the most part there are no maximum size limits for commercial uses on the subject property. Those allowed uses with a maximum size limit include wholesaling, light manufacturing and warehouse uses at 25,000 square feet.

In addition to being within an Urban Center Village, the subject is located within the Capitol Hill Station Overlay district. The purpose of this district is to regulate land use and development in a manner that supports transit oriented development near light rail stations. This overlay generally prohibits uses that are auto related and/or typically utilized by customers traveling by automobile. This overlay also permits residential uses outright anywhere in a structure in C zones and NC zones, unless located on a lot in a pedestrian-designated zone, where they are limited to 20% of each street-level, principal pedestrian street-facing facade. Lastly, this overlay allows for the completion of a development agreement similar to that in place at the subject property.

The subject is also within a Pedestrian District Overlay area. The purpose of this additional overlay is to preserve and encourage retail uses within an area identified as a pedestrian-oriented shopping district were non-auto modes of transportation are favored. This is to be accomplished through the encouragement of street level development providing space for a wide variety of retail/service activities. For the most part, the same uses are allowed as in the underlying zoning; however, the overlay encourages less auto-related uses.

As noted previously in this report, the subject property is included in a Development Agreement between Sound Transit and the City of Seattle. The agreement and associated CDP provide a framework for the development t of the subject in a manner that is consistent with the property’s underlying zoning and various overlays. While the Development Agreement includes additional requirements, conditions and restrictions, it also provides for increased building heights.

 Easements and Encumbrances A current title report for the subject property was not available for review. It is noted, however, that the subject will be encumbered by various easements associated with its

location adjacent to and over portions of the underground station and access tunnels. In this regard, a 25-foot-wide subterranean easement cutting across the northwest corner of the site is indicated on a survey of the subject property. Furthermore, various easements will likely be required to allow for access to Sound Transit’s facilities as needed. It is assumed that any other easements required by Sound Transit, not identified in the CDP or other information provided, will not have a significant impact on the subject’s development potential as outlined in the CDP.

 Assessed Value and Real Estate Taxes As the subject is owned by the Sound Transit, it is exempt from real estate taxes. Furthermore, no assessed value is provided. Absent the tax exemption, real estate taxes would be based on the property’s assessed value and levy rate at $10.29168 per $1,000 of assessed value.

 Improvements Description The subject site is vacant and unimproved.

PART III - HIGHEST AND BEST USE

Highest and Best Use Definition Highest and best use is defined as: 6

The reasonably probable use of property that results in the highest value…….. To be reasonably probable, a use must meet certain conditions.

A determination of highest and best use is guided by the following parameters: 1) physically possible; 2) legally permissible; 3) financially feasible; and 4) maximally productive.

 As if Vacant Physically Possible. Physically, the subject is a mostly rectangular-shaped, 17,231-square-foot site with frontage and exposure on existing streets. The subject has adequate width and depth to support numerous types of development consistent with its zoning designation. Furthermore, the subject’s sloping topography is not considered to have any significant impact on its development potential. The subject will have direct vehicular access from Nagle Place with all of the necessary utilities for development available from its three fronting streets. Overall, there are no serious physical constraints that would impact the development of the site consistent with its zoning designation.

Legally Permissible. Legally permissible uses of the subject are governed, in part, by the subject’s NC3P-40’ zoning designation. This is primarily a mixed commercial designation allowing retail, commercial, professional offices, and multifamily residential uses. While the underlying zone allows a height limit of 40 feet, the subject’s location within a special overlay area allows for an increased limit of up to 65 feet. Furthermore, the Development Agreement in place requires construction up to a height of 74’ 11’’.

As is indicated, the function of the NC3 zone is to establish a pedestrian-oriented shopping district, which provides a full range of retail goods and services, as well as office and business support services that are compatible with the retail character of the area. The designation and location of the property within an urban village also encourage the development of mixed-use structures to include both commercial and residential uses. In the case of the subject, a mixed-use is required by the Development Agreement with non-residential uses to be located along any development’s frontage on Broadway E. The subject’s Development Agreement allow for a maximum FAR of 6.

In addition to the underlying zoning, the property is subject to additional development requirements, conditions and restrictions. As discussed previously in this report, a

6 From The Appraisal of Real Estate, Fourteenth Edition, 2013, Appraisal Institute, page 332

25-foot-wide easement across the northwest corner of the site will be retained for a subterranean tunnel connecting West Entrance with the station. This easement will be within a building footprint of any structure developed on the site. In this case, however, construction on the surface, as well as underground parking will be permitted due to the depth of the tunnel. As such, and when considering the depth of the tunnel, the easement does not have a significant impact on the ability of the subject to be developed to its highest and best use and achieve the maximum density afforded by its zoning designation and identified in the Development Agreement and CDP.

Financially Feasible/Maximally Productive. The subject is located within a desirable area of Seattle in close proximity to downtown. It is located on the main arterial in the subject area, Broadway E., which represents the major commercial corridor within the Capitol Hill area of Seattle, and is surrounded by a mix of uses ranging from commercial to multifamily residential.

A review of the immediate neighborhood reveals that there is continued, and strong demand for both residential and commercial properties. This, coupled with the subject’s location and close proximity to downtown, make it desirable for a number of uses. Therefore, any of the legal uses permitted by the Development Agreement and envisioned in the CDP are considered financially feasible and likely to be successful. Most immediate uses in the area are retail, smaller and larger office buildings, or mixed-use developments.

Over the past several years, the neighborhood has seen an increased amount of new development of mixed-use buildings on similarly zoned sites. These buildings help to meet the strong demand for both residential and commercial properties. Furthermore, the various newer projects have been successful in maintaining occupancy with many of the multifamily units experiencing a continued increase in rents. As the subject has frontage on Broadway, as well as multiple other streets and abuts the South Entrance to the Capitol Hill light rail station, it is well suited for a similar mixed-use. Furthermore, the subject’s zoning overlay encourages, and the Development Agreement requires, the development of mixed-use structures at a minimum height of 74’ 11’.

With the above factors in mind, the subject’s maximal use is likely to be consistent with that contemplated in the CDP, similar to newer projects on nearby sites, and comprised of a mixed-use consisting of ground floor commercial and upper floor multifamily residential. As such, the highest and best use of the subject site is for a mixed-use development.

 Conclusion The highest and best use of the subject is for a mixed-use development.

PART IV - ANALYSES AND CONCLUSIONS TO VALUE

Valuation Approaches Used in the Valuation Process - Where appropriate, the valuation of real property can be obtained by the proper use of three different approaches to the value conclusion: the Cost Approach, the Income Approach, and the Sales Comparison Approach. These three approaches are different in character but related somewhat in the known facts they require to arrive at an opinion of value from each. A final conclusion of value is derived through a correlation process in which the appraiser weighs one approach against the other to determine the relative merits of each before coming to a conclusion.

In the case of undeveloped land, the appraisal process is somewhat different. The Sales Comparison Approach is utilized due to the undeveloped nature of the property. The Cost Approach is not utilized since there are no improvements to value. In addition, The Income Approach is not used for the same reason.

Sales Comparison Approach In valuing the subject, a review of sales of land within the subject’s market area was performed. The following chart summarizes recent sales activity of land considered to be comparable to the subject property with a description of each sale in the following paragraphs. Also included in this section of the report is a map indicating the location of the respective sales in relationship to the subject property.

Land Sales Summary Chart

Sale Sale Size Price/ Price/ Density Sale Address Date Price (sf) sf Units Unit (du/ac.) Zoning

1 1401-1409 E. Madison Street 04/01/14 $10,290,000 26,066 $394.77 150 $68,600 250.67 NC3-65 2 1158 Broadway 03/31/14 $6,150,000 16,422 $374.50 94 $65,426 249.34 NC3-65 3 600 E. Pike Street 12/20/13 $20,000,000 47,999 $416.68 285 $70,175 258.64 NC3-65 4 1414 10th Avenue 07/12/13 $17,920,000 44,029 $407.00 248 $72,258 245.36 NC3P-65 5 1111 E. Union Street 08/07/12 $8,100,000 17,672 $458.35 105 $77,143 258.82 NC3P-65 6 714 E. Pike Street 03/22/12 $14,870,404 54,144 $274.65 270 $55,076 217.22 NC3-65

Sale 1 consists of a 26,066-square-foot site located on the southeast corner of the intersection between E. Madison Street and 14th Avenue. The site is comprised of a single tax lot that is mostly rectangular in shape and has a gradual upward slope to the east. At the time of the purchase, as well as currently, the property is improved with an older 1-story commercial structure. The structure was, however, considered to be of no contributory value with the sales price reflecting land value only. The buyer of the site intends to eventually redevelop the property with a mixed-use structure comprised of

multifamily units over ground floor commercial. However, no plans or permits were in place at the time of the purchase.

Sale 2 is located on the southeast corner of the intersection between Broadway and E. Union Street. The property consists of a single tax lot that is rectangular in shape, level, and contains 16,422 square feet. At the time of the purchase, as well as currently, the property is improved with a 1-story, 16,422-square-foot retail structure. Subsequent to the purchase, the buyer submitted an application to convert the structure from a retail to a restaurant/brewery. Nonetheless, and when taking into account the age, condition, and quality of the structure, as well as the site’s size and underlying zoning, the building is considered to be of no contributory value.

Sale 3 is the purchase of a 47,999-square-foot site located along the east side of Belmont Avenue and stretching from E. Pike Street to E. Pine Street. The property also includes a small lot extending east to Boylston Avenue. The irregular-shaped site has a generally level topography. At the time of the purchase, the property was improved with multiple older buildings, many of which were historically utilized as Phil Smart Mercedes. The structures were considered to be of no contributory value and have since been removed to make way for redevelopment. At the time of the purchase, the property had received approvals for the development of the site with a 7-story mixed-use building containing 285 units over 20,000 square feet of street level retail and 300 underground parking stalls. It is noted, however, that the buyer in the transaction applied and paid for the entitlements. As of the date of this report the development is underway. The development is required to keep the façades of the prior buildings. In addition, the site is being developed around the remaining parcels that comprise the overall block, which are improved with various multifamily and commercial structures.

Sale 4 consists of a 44,029-square-foot site located on the north side of E Union Street, between 10th Avenue and 11th Avenue. The site is comprised of seven separate, but contiguous tax lots that together produce an overall site that is rectangular in shape and generally level. The property was improved with numerous older commercial structures at the time of the purchase. These buildings were, however, considered to be of no contributory value and will mostly be removed to make way for redevelopment of the site. In this regard, the site received approval for the development of a 7-story mixed-use building prior to the sale. The structure will include 249 residential units over 14,000 square feet of street level retail space. Plans for the project include the incorporation of the exterior façades of three existing commercial buildings on the site. A retail plaza will be developed adjacent to the street. Furthermore, the main residential lobby, which will be accessible from 10th Avenue, will be setback 25 feet to allow for the creation of an additional plaza area. As of the date of this report, the project is under construction.

Sale 5 is a triangular-shaped site located at the intersections of E. Madison Street and E. Union Street and extending east from 11th Avenue. The property, which consists of

three separate, but contiguous tax lots, contains 17,762 square feet. At the time of the purchase, the property was improved with an older apartment complex and separate commercial structure. These buildings were considered to be of no contributory value and have since been removed to make way for redevelopment of the site. The proposed redevelopment, which had received approvals prior to the sale, consists of a 6-story mixed-use building comprised of 105 units over 8,116 square feet of retail and 77 underground parking stalls.

Sale 6 consists of the majority of the block located between E. Pike Street, E. Pine Street, Boylston Avenue, and Harvard Avenue. The property is comprised of a seven separate, but contiguous tax lots that comprise an overall site that is irregular in shape and contains 54,144 square feet. At the time of the purchase, the property was improved with various older structures that had historically been utilized as a BMW dealership. However, the structures were considered to be of no contributory value with the sales price reflecting land value only. The buyer purchased the site a few days prior to a scheduled foreclosure sale. Furthermore, and as a result of the property’s historic use, there was some potential for soil contamination.

Subsequent to the purchase, the buyer received approvals for the development of the site with two 7-story mixed-use buildings containing 270 multifamily units, 6 live-work units, 19,090 square feet of street level retail and 225 underground parking stalls. The plans call for the two separate buildings to be separated by mid-block walkways and a central courtyard. The walkways will connect all four streets that surround the block. The development will keep the facade of the BMW showroom building. There will also be a public plaza in front of the former showroom building. In addition, the site is being developed around the remaining parcels that comprise the overall block, which are improved with various multifamily and commercial structures.

 Discussion of Adjustments As is typical with multifamily and mixed-use sites, the comparables have been analyzed on a price per unit basis. For most of the sales, the indicated price per unit reflects the actual developments proposed. For those sites without any proposed development, a well-supported market density of 250 dwelling units per acres is utilized. With these factors, in mind, the comparables indicate a relatively consistent value range of $55,076 to $77.143 per unit. For comparison with the subject, adjustments have been considered to each sale to account for transaction-related factors (rights conveyed, conditions of sale, financing, and market conditions), as well as adjustments for various differences with respect to physical characteristics (location, access/exposure, topography/shape, size, zoning, view, construction constraints and entitlements).

The majority of the sales represent straight-forward, arms-length transactions. All of the comparables were subject to typical financing. In the case of Sale 6, an upward adjustment is considered to account for the potential for special motivation on the part of the seller and potential contamination issues.

Sales 1, 2, and 3 represent recent activity having occurred in the last six months. As such, no significant adjustments for market conditions are considered necessary. In the case of the three remaining transactions, upward adjustments are considered to account for improving market conditions since the date of their respective purchase.

Adjustments that were considered to be appropriate for differences in physical characteristics are discussed below.

Location: All six sales are considered to be similar to the subject in terms of general location. It is noted, however, that the subject is superior to all of the comparables as it abuts the Capitol Hill light rail station. Such a view and corresponding upward adjustment is supported by a review of sales activity for sites proximate to existing light rail stations as compared to properties further removed. Access/Exposure: The subject enjoys exposure on multiple streets, including one of the main arterials through the subject area. All six comparables are similar in that each enjoys frontage and exposure on multiple streets, which include higher volume routes. Topography/Shape: The subject is mostly rectangular to slightly irregular in shape. With the exception of Sales 3 and 6, the comparables are considered to be generally similar. On the other hand, upward adjustments are appropriate to Sales 3 and 6 when taking into account their more irregular shape as compared to the subject. Size: A review of the comparable and other market activity indicates no significant difference in price per unit values as a result of site or proposed project size. With this in mind, and when considering that the various comparable bracket the size of the subject’s usable area, no significant adjustment to any of the sales for this factor is necessary. Zoning/Density: The subject’s zoning and location within the Capitol Hill Urban Village would allow for development up to 65 feet. Furthermore, the analysis of the comparables on a price per unit basis effectively considers any differences in zoning. In this case, all six comparables have similar zoning to that of the subject with the price per unit indications reflecting development at a similar density of around 250 dwelling units per acre. Accordingly, no adjustments for this factor are warranted. View: The subject’s location provides the potential for westerly Seattle skyline, Lake Union and Olympic Mountain views from the upper floors of the building. The easterly facing units will enjoy views overlooking Cal Anderson Park. These views are considered to be superior to those available to any development on Sales 1, 2, 4, and 5. As such, upward adjustments to these four comparables are considered. As the view potential for the upper floors of any development on Sales 3 and 6 are considered to be similar to that of the subject, no adjustment is made. Construction Constraints As discussed previously, the subject’s location adjacent to the light rail station results in increased coordination and potential obstacles in terms of actual construction. In comparison, Sales 3 and 6 are similar due to their irregular shape, as well as the coordination required due to existing improvements on abutting parcels that are under separate ownership, outside of the proposed development, and will be retained. While not an overly significant factor when considering the built-up nature of the subject area, the four remaining comparables have fewer potential construction constraints and thus are adjusted downward. Entitlements: Sales 1 and 2 are inferior to the subject in that each lacked any entitlements or planning work at the time of their purchase. While the subject does not have any specific entitlements, the Development Agreement in place, prior planning work associated with the CDP and outreach to the community provides for reduced risk in terms of permitting.

The four remaining comparables are superior to the subject due to their permits in place at the time of each respective sale. Accordingly, downward adjustments to each are appropriate.

The adjustments discussed above are not necessarily considered precise adjustments, but rather are utilized to show the thought process of the appraiser, and factors considered in the analysis. With this in mind, the following chart summarizes the analysis:

Adjustment Chart - Land Sales

Actual Rights Conditions Market Access/ Topog./ Zoning/ Construction Cumulative Sale Price/Unit Conveyed Financ. of Sale Conditions Location Exposure Shape Size Density View Constraints Entitlements Indication

1 $68,600 0 0 0 0 Inf (+) Similar Similar Similar Similar Inf (+) Sup (-) Inf (+) Inferior 2 $65,426 0 0 0 0 Inf (+) Similar Similar Similar Similar Inf (+) Sup (-) Inf (+) Inferior 3 $70,175 0 0 0 0 Inf (+) Similar Inf (+) Similar Similar Similar Similar Sup(--) Similar 4 $72,258 0 0 0 + Inf (+) Similar Similar Similar Similar Inf (+) Sup (-) Sup(--) Superior 5 $77,143 0 0 0 + Inf (+) Similar Similar Similar Similar Inf (+) Sup (-) Sup(--) Superior 6 $55,076 0 0 + + Inf (+) Similar Inf (+) Similar Similar Similar Similar Sup(--) Inferior

 Reconciliation and Conclusion of Value Considering the sales and their necessary adjustments discussed above, a value for the subject slightly above the midpoint of the range indicated by the comparables is supported. Such a conclusion reflects the subject’s good location in the heart of Capitol Hill and adjacent to the light rail station, its view potential and existing development agreement. While a higher value is supported by these factors, a price per unit value below the top of the range is appropriate due to the lack of specific permits and potential constraints associated with construction. As such, a market value for the subject at $70,000 per unit is concluded.

As indicated by the comparables, the market supports development bracketing 250 dwelling units per acre. This reflects the typical 5 over 1 construction with multifamily residential over ground floor commercial. When considering the market supported density of 250 dwelling units per acre, the subject could support a mixed use development containing 99 multifamily units over ground floor commercial. As such, an overall value for the subject property can be calculated as follows:

No. of Price/ Indicated Units Unit Value

99 $70,000 $6,930,000

Therefore, and based on an investigation and analysis of all relevant data, it is my opinion that the market value of the subject property, as of May 30, 2014, is:

SIX MILLION NINE HUNDRED THRITY THOUSAND DOLLARS ($6,930,000)

Long Term Ground Lease Analysis In addition to arriving at an opinion of market value for the subject under a sale option, the client has requested an opinion of market rent under the alternative in which a long-term ground lease is granted. While no lease terms or conditions have been provided, this analysis assumes a lease term of at least 50 years. Furthermore, it is assumed that conditions of the lease, including those associated with rent adjustments, will be consistent with market terms exhibited by the comparables and other market data reviewed.

With the above factors in mind, the first step in the analysis is to arrive at the underlying value for the subject site, which is presented above. This value serves as a basis for the market rent with the calculation of the annual rent for the first year based on an appropriate annual rate of return. The determination of an appropriate rate of return is based on various data reviewed, including the comparables summarized in the following chart:

Comparable Ground Lease Data

Lease End Total Leased Annual/Rent Rate of Name/Address City Start Date Length Area (ac) Adjustment Return

Edmonds School District-Cyprus Equities Lynnwood 04/2012 03/2111 99 yrs 40.00 Reappraisal 8.00% Alderwood Mall Every 10 years

State of Wa/Pasco Rd 68 LLC Pasco 2005 2060 55 yrs 30.89 10% (2%/yr) 8.00% NWC SR 68 and I 182 Every 5 years JohnsonUnderwood/Roundup Issaquah 02/2001 2051 50 yrs 12.276 8.24% - 8.79% Issaquah Fred Meyer site 8th Avenue S. & Othello Terminal Seattle 2006- 2026- 20 yrs 15.86 6.70% - 7.89% 7400 8th Avenue S. 2009 2029

Confidential Seattle 01/2010 12/1989 80 yrs 1.74 Annual CPI 6.43% - 7.86% (min of 2.5%, max of 5%

As indicated in the chart, a range in the rate of return from roughly 6.5% to 9.0% is exhibited. This range is consistent with other data reviewed, which generally indicates ground lease rates at 7% to 10% of the underlying land value. The range in rates is dependent on many factors including strength of location, potential uses, tenant strength, lease term and rent escalation profile.

In the case of the subject, it represents a well-located site within a highly desirable area of Seattle. The area has exhibited continued and strong demand for various property types for an extended period. Furthermore, the subject can support a variety of uses. These factors argue for a rate of return for the subject toward the lower end of the range.

When considering the size of the subject and likely development that it could support, any lessee would very likely have strong credit characteristics. Such a characteristic further supports a rate of return below the upper end of the range.

In the case of the lease term and rent escalation profile for the subject, the analysis assume a term of at least 50 years. In addition, a relatively typical rent escalation profile consisting of annual CPI adjustments with market rent adjustments every five years is considered. At no point would the adjusted rent be less than that of the preceding period. When considering these factors, a rate of return for the subject below those comparables with more infrequent rent adjustments, which tend to fall at the upper end of the range, is supported.

Based on the foregoing factors and analysis, and assuming the lease term and escalation structure discussed above, a rate of return at 7.0% is concluded to be appropriate for the subject property. It is noted that different terms and rent escalations may be considered during negotiations, which could affect the appropriate rate of return. In this regard, a lower credit tenant, a significantly shorter lease term, or less frequent rent escalations would put upward pressure on the required rate of return. Conversely, there does not appear to be any factors that would result in significant downward pressure on the required rate of return.

Therefore, and when considering the concluded market value of the subject site at $6,930,000, coupled with the concluded market rate of return at 7.0%, the first year market rent for the subject is indicated at $485,100.

CERTIFICATION OF VALUE

I, the undersigned, do hereby certify that, to the best of my knowledge and belief:

 The statements of fact contained in this report and upon which the opinions herein are based are true and correct.  The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions  I have no interest, either present or prospective in the property that is the subject of this report, and no personal interest with respect to the parties involved.  I have no bias with respect to the subject property, or to the parties involved.  My engagement in this assignment was in no way contingent upon developing or reporting predetermined results, nor was it based on a requested minimum valuation, a specific value, or the approval of a loan.  My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.  The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute, which include the Uniform Standards of Professional Appraisal Practice.  I have not performed any appraisal services associated with the subject property in the last three years.  I have made a personal inspection of the subject property.  No one provided significant real property appraisal assistance to the person signing this certification, with the exception of the person(s) shown on additional certification(s), if enclosed.  The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.  As of the date of this report, I have completed the continuing education program of the Appraisal Institute.

Gregory L. Goodman, MAI State Cert. #27011-1101089

Addenda

Development Agreement/CPD

Between

THE CITY OF SEATTLE

And

THE CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY

Regarding

CAPITOL HILL STATION TRANSIT ORIENTED DEVELOPMENT

This Development Agreement ("Agreement") is entered into by and between THE CITY OF SEATTLE ("City"), a Washington municipal corporation, and the CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY ("Sound Transit"), a regional transit authority created pursuant to Chapter 81.104 RCW and Chapter 81.112 RCW (together the "Parties").

RECITALS

A. Sound Transit is constructing its Capitol Hill Station ("Station") as part of its University Link light rail project between downtown Seattle and the University of Washington campus. The Station is an underground station with three above-ground entrances and a ventilation shaft structure.

B. The North Entry to the Station and a ventilation shaft will be located on the block bounded on the west by Broadway East, on the east by 1oth Avenue East, on the north by East John Street, and on the south by East Denny Way. The entirety of this area is presently devoted to construction ofthe underground station and transit tunnels.

C. Sound Transit also acquired multiple parcels located immediately south of East Denny Way between Broadway and East Nagle Place on which the South Entry will be constructed; and two parcels located on the west side of Broadway, starting approximately 60 feet south of East Denny Way, on which the West Entry will be constructed. These areas also are presently devoted to construction staging.

D. On August 8, 2011, the City's Department of Planning and Development ("DPD") issued its Analysis and Decision of the Director for application numbers 3009795, 3009792, and 3009794, approving the Master Use Permit ("MUP") for the Station entry buildings and the ventilation shaft structure. This Agreement does not alter the approvals granted by this prior MUP in any manner, and this Agreement should be interpreted to be consistent with the MUP.

E. The Station parcels are within the Capitol Hill Station Area Overlay District, and once construction of the Station is complete, the parcels not needed by Sound Transit for Station entrances and the ventilation shaft, comprising approximately 107,459 square

1 feet, will be surplus to Sound Transit's needs. Sound Transit must sell surplus property at fair market value pursuant to its adopted policies for disposition of surplus real property.

F. On September 19,2011, the City Council passed Ordinance No. 123711, adopting SMC 23.61.016 to facilitate use of the development agreement authority granted by RCW 36.708.170 through .210. Those City and State Code sections provide the primary regulatory context for this Agreement.

G. Beginning in 2006, the City and Sound Transit engaged with the Capitol Hill community to plan for transit-oriented development on the portions of the parcels that will be surplus to Sound Transit's needs. This planning process included development of the Capitol Hill Light Rail Station Sites Urban Design Framework ("UDF"), which expresses the community's vision and its recommendations for development of these properties.

H. Sound Transit developed its Coordinated Development Plan, dated May 2013 ("CDP") attached as Exhibit 2, in response to the UDF and its adopted policies for disposition of surplus real property. The CDP is intended to provide flexibility for developers to comply with the vision of the UDF while responding to market conditions and Sound Transit's requirements.

I. The CDP identifies five Sites: A, B-North, B-South, C, and D. This Agreement applies to those five Sites, the area of which is legally described in Exhibit 1.

J. All five Sites are zoned Neighborhood Commercial, and approximately half of SiteD also is within the Major Institution Overlay District of Seattle Central Community College. The Broadway-facing areas of Sites A, C, and Dare within a Pedestrian Designated overlay zone.

K. Sound Transit will dispose of Sites A, B-South, and C by means of a competitive process that will begin with a Request for Qualifications ("RFQ"), followed by a Request for Proposals ("RFP"). Responses for Sites A, B-South, and C will be evaluated concurrently to allow developers to submit individual proposals for each parcel and allow master developers to compete for two or more parcels with a single development proposal. Sound Transit will dispose of Site D through a similar process if Seattle Central Community College does not acquire Site D pursuant to a prior agreement with Sound Transit. Sound Transit will dispose of Site B-North in cooperation with the City's Office of Housing by offering that Site for development exclusively as affordable housing. The timing of these processes will depend upon site availability after construction of the Station is complete, as determined by the Sound Transit Board.

L. Sound Transit will not send out its RFQ for development of these five Sites until after the City approves Lot Boundary Adjustments so that the boundaries of the legal parcels correspond to the Sites depicted in the CDP.

M. Sound Transit intends to require each building on the five Sites to be designed and built to achieve, at a minimum, the Leadership in Energy and Environmental Design Silver rating or the Washington Evergreen Sustainable Development Standards.

2 N. On October 5, 2012, staff from the City and Sound Transit executed a Term Sheet Between The City Of Seattle And Sound Transit In Anticipation OfAgreements Regarding Capitol Hill Transit Oriented Development ("Term Sheet"). The Term Sheet expresses the commitment of staff from the City and Sound Transit to negotiate in good faith a draft of this Agreement to present to the City Council and the Sound Transit Board.

0. DPD has completed the review required by the State Environmental Policy Act ("SEP A").

P. The Director ofDPD has submitted her recommendation, consistently with SMC 23.61.016.B and D, that the City Council approve this Agreement.

Q. The City Council has conducted a public hearing on this Agreement, consistently with SMC 23.61.016.E and RCW 36.70B.200.

R. The City Council has voted to approve this Agreement, authorized its execution by the Mayor, and adopted site-specific design guidelines that will supplement the Capitol Hill Neighborhood Design Guidelines.

S. The Sound Transit Board has approved this Agreement and authorized its execution by Sound Transit's Chief Executive Officer.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the City and Sound Transit hereby agree as follows:

1. REGULATORY EFFECT OF THIS AGREEMENT

1.1 Future development of Sound Transit's surplus land on the five Sites shall be regulated by the City pursuant to this Agreement, and by the Seattle Municipal Code to the extent the Code is consistent with this Agreement. In the event of a conflict or inconsistency between this Agreement and the Code, this Agreement shall prevail.

1.2 This Agreement shall not apply to Site D to the extent it is owned and developed by Seattle Central Community College pursuant to its Major Institution Master Plan.

1.3 Any complete application for a MUP submitted to the City before the termination or expiration of this Agreement shall be regulated under, and be reviewed consistently with: (a) this Agreement; and (b) the sections ofthe Seattle Municipal Code specifically referenced in this Agreement, as those code sections are in effect on the date of this Agreement.

1.4 If a complete application for a MUP submitted to the City before the termination or expiration of this Agreement results in an issued MUP, and if that MUP has not expired or been suspended or revoked, then any complete application for a related construction permit shall be regulated under, and be reviewed consistently with: (a) this Agreement; (b) the sections of the Seattle Municipal Code specifically referenced in this Agreement, as those code sections are in effect on the date of this Agreement; and (c) to the extent they are not inconsistent with this Agreement, the Land Use Code and other land use control ordinances under which the MUP application was considered vested.

3 1.5 The City and developers of the Sites should consult the UDF and CDP for guidance in interpreting this Agreement, but neither the UDF nor the CDP is regulatory except to the extent that specific portions ofthe CDP are incorporated into this Agreement.

1.6 Buildings and open spaces constructed on the Sites shall approximately conform to the dimensions and locations depicted in the CDP, which are approximate and not based upon site surveys. However, the total building areas for each of the Sites as set forth on page 2 ofthe CDP shall not be reduced without the consent of both Parties' designated representatives.

1. 7 The number of residential units stated in the CDP are estimates and reflect assumptions about sizes and types of units. Although residential uses are required by the Agreement, no specific number of units is required in any building by this Agreement.

2. USES

2.1 The Broadway-facing areas of Sites A, C, and D shall include pedestrian-oriented nonresidential uses that have the potential to animate the sidewalk environment, as referenced in the CDP.

2.2 Sites A and C shall be developed as mixed use-buildings.

2.3 SiteD may be developed either as a mixed-use building or by Seattle Central Community College pursuant to its Major Institution Master Plan.

2.4 All uses permitted in the underlying zones are permitted within the five Sites, except that Site B-South shall be developed only with residential uses or with live-work units, and the west-facing ground floor units may include offices other than customer service offices.

2.5 Site B-North shall be developed exclusively as Affordable Housing, which may include affordable live-work units that do not include a retail use. For purposes of this Agreement, "Affordable Housing" means affordable housing as defined in SMC 23.84A.Ol6, for households with incomes not exceeding 60% of"median income" as defined in SMC 23.84A.025.

2.6 Notwithstanding the limitations imposed by Sections 2.2, 2.4, and 2.5, a community center as defined in SMC 23.84A.018 shall be permitted within the first 40 vertical feet on Sites A, B-North, C, and D. The area of any community center shall be exempt from FAR calculations.

3. GENERALLY APPLICABLE DEVELOPMENT STANDARDS

3.1 Each Site shall achieve these respective Green Factor scores: 0.388 for Site A; 0.388 for Site B-North; 0.399 forB-South; 0.0467 for Site C; and 0.047 for Site D. The Parties intend that these scores will result in a pooled Green Factor score across all Sites of0.302.

4 3.2 The maximum parking ratio for residential uses shall be 0. 7 stalls per residential unit, as illustrated on page 16 of the CDP. Parking space rents may not be bundled with rents for Affordable Housing or with rents for Affordable Units as defined in Section 5.2.

3.3 Buildings on Sites A, C, and D shall be built to a minimum height of 74' 11 ", with a maximum six floors excluding parking, and a developer may request to build up to 85' in height in order to add an additional floor as provided in Section 5.4.

3.4 Buildings on Sites B-North and B-South shall be built to a minimum height of 74' 11" and may be built up to a height of 85' as a matter of right.

4. OPEN SPACE

4.1 Sites A and B-South shall be responsible for the publicly accessible open space areas required by this Agreement and depicted in the CDP, pages 7, 8, and 12. No additional open space is required on any Site beyond what is required by this Agreement.

4.2 Site A shall be responsible for constructing and maintaining two large open space areas: a private street along the eastern boundary of Site A referred to as Nagle Place Extension ("NPE"), and a Plaza immediately west ofNPE and south of Sound Transit's Station Vent Shaft. NPE shall be 28 feet in width, and the portion of the Plaza south of the Vent Shaft shall be 53 feet in width between the west curb line ofNPE and the building plinth. Throughout this Agreement, "plinth" means a flat podium or foundation that provides a consistently level plane for the first floor of the building.

4.3 Site A also shall construct and maintain a building pass-through between Broadway East and the Plaza, and a 12-foot-wide private plaza on top of the plinth adjacent to East Denny Way.

4.4 Site B-South shall construct and maintain a building pass-through between NPE and 1oth A venue East.

4.5 Each of these open space areas shall be constructed in the locations and to the approximate dimensions depicted in the CDP on pages 3, 7, 10, and 12. Each of these open spaces shall be privately owned but publicly accessible, as described below.

4.6 The Plaza and NPE shall be open to pedestrians and bicyclists during daylight hours and a minimum 16 hours per day. In addition, pedestrian and bicycle access through the Plaza to the bicycle parking areas shall be available whenever the light rail system is in operation.

4.7 The owner of Site A shall allow members ofthe public using the Plaza and NPE to engage in activities that are lawful on public sidewalks, except that those activities that would require a street use permit if conducted on the sidewalk may be excluded or restricted. Free speech activities such as hand billing, signature gathering, and holding signs, if done without obstructing access to the open space or the buildings, and without unreasonably interfering with the enjoyment of the space by others, shall be allowed. While engaged in allowed activities, members of the public may not be asked to leave for

5 any reason other than conduct that unreasonably interferes with the enjoyment of the space by others.

4.8 Notwithstanding these general requirements for public use of the Plaza and NPE, the owner of Site A shall make the Plaza and adjoining portion ofNPE available on reasonable terms and at reasonable times, to entities and organizations seeking to conduct programmed public events.

4.9 The owner of Site A shall make NPE available at all times for use by motor vehicles accessing the service and parking entrances to the building on Site A, and by Sound Transit vehicles, except that the owner of Site A shall restrict vehicular access to NPE from the south when the Plaza and adjoining portion ofNPE are in use for programmed events.

4.10 The owner of Site A shall maintain the Plaza and NPE in a safe, clean, and functional condition.

4.11 The pedestrian pass-throughs and the small plaza on the plinth along East Denny Way shall be open to the public during daylight hours, and for at least 16 hours per day, but they may be managed as private space compatible with building uses. The pedestrian pass-through on Site A may serve, at the developer's and owner's discretion, as lobby access to the residences in the building, so long as any doors at the ends of the pass through are openable by the public at least 16 hours per day and clearly-identified as useable by the public during those hours.

5. AFFORDABLE HOUSING AND AFFORDABLE UNITS

5.1 Site B-North shall be developed exclusively as Affordable Housing.

5.2 The developers and owners of Sites A, B-South, C, and D (unless D is developed by Seattle Central Community College consistently with its Major Institution Master Plan) shall participate in the City's Multifamily Housing Property Tax Exemption Program by filing an application for exemption no later than the application deadline if that Program is available. For purposes of this Section, the "application deadline" shall be the 30th day after execution of the purchase and sale agreement for that Site, even if the Program were to allow an application for exemption to be filed later. For purposes of this Agreement, "Affordable Units" shall mean housing units that qualify as affordable within the meaning of the Program. The minimum percentage of Affordable Units required by the Program must remain in the Program for at least twelve consecutive years and may not be converted to another use, even if the Program were to allow a shorter period or other uses.

5.3 Affordable Units on each Site shall be constructed ofthe same quality, and in the same proportion of unit types (studio, one bedroom, etc.) as the market-rate units on that Site.

5.4 The City will increase the height limit on Sites A, C, or D from 74' 11" to 8 5' in exchange for proposals satisfactory to the City to provide Affordable Units that are

6 greater in number, longer in duration, and/or more affordable than what is required by Section 5.2.

6. DEVELOPMENT STANDARDS SPECIFIC TO SITE A

6.1 The ground floor clear ceiling height of the building shall be between 15 and 20 feet high, and shall be recessed four feet from the property line on Broadway East in order to provide for an 18-foot wide sidewalk area. This sidewalk area may include green spaces and/or bicycle parking.

6.2 Overhead weather protection shall be provided along Broadway East. The weather protection shall be six to eight feet deep over the public right- of-way and shall be constructed between 12 and 20 feet above the sidewalk, as determined through the design review process.

6.3 The east-west building depth for all floors not partially below grade shall be a maximum of 80 feet.

6.4 On the south portion of Site A, a building plinth is required to accommodate the downward slope of the site from west to east. There shall be a 12-foot wide plaza at the south end of Site A on top of the plinth, and the south edge of the plinth may abut the property line at East Denny Way. On the east side the building, there shall be an 8-foot wide pedestrian way on the plinth connecting the building pass-through to the north and the private plaza to the south as depicted and described on pages 3 and 10 ofthe CDP. Direct access shall be provided between the plinth and the sidewalk on East Denny Way.

6.5 At the northwest comer of Site A, there shall be a first-floor diagonal building setback that creates an open triangular space for the sidewalk, to complement the Station entrance and plaza, as depicted on pages 7 and 13 of the CDP.

6.6 Site A shall construct and maintain an east-west pedestrian pass-through (which may, at the developer's sole discretion, be enclosed) connecting the sidewalk on Broadway East with the Plaza, aligned with the southern edge of Sound Transit's Vent Shaft, and as further described in Section 4.11. This pass-through shall be at least the same height as the ground floor ofthe building, be between 15 and 20 feet wide, and meet Americans with Disabilities Act ("ADA") standards. There shall be a discernible visual break in the building mass that marks the location of this pedestrian pass-through, as determined through the design review process.

6.7 The developer and owner shall construct and maintain a 53-foot wide Plaza west ofNPE and south of the Vent Shaft, comprising approximately 6,656 square feet, including an area approximately ten feet wide along the western edge of the Plaza that shall be used for bicycle parking, unless this bicycle parking is provided within the building consistently with Section 6.1 0. The developer shall install appropriate utilities in the Plaza and adjoining portion ofNPE to support the area's use for programmed public events as provided in Section 4.8.

7 6.8 The developer and owner shall construct and maintain NPE as a minimum 28-foot wide private street where motor vehicle traffic is calmed and pedestrians and bicyclists have priority over motor vehicles.

6.9 The design ofthe Plaza, NPE, and the 18-foot side sidewalk on East Denny Way shall complement and coordinate with the design of Seattle Department of Transportation's Festival Street on East Denny Way, as determined during the design review process.

6.10 The developer and owner shall provide bicycle parking racks along the western edge ofthe Plaza south ofthe Station Vent Shaft adjacent to the building plinth, as depicted and described on page 9 of the CDP, or may instead include the same quantity of parking racks within the building so long as the racks are accessible to the public during the hours when the light rail system is in operation. These racks provide additional public bicycle parking beyond what SMC 23.54.015 requires for the uses in the building on Site A. There shall be a minimum 45 spaces in this area or within the building when the building opens for occupancy, and the number of spaces shall increase to 90 by 2030. This area shall be accessible from the pedestrian pass-through and NPE.

6.11 Vehicular access to the building shall be by means of a single curb cut on NPE, as depicted on page 15 ofthe CDP. A maximum 210 underground parking spaces shall be provided as depicted on pages 16 and 17 ofthe CDP.

6.12 The developer shall install a green roof on the building on Site A (although the developer may provide an alternative method to achieve the Site A Green Factor score listed in Section 3.1 ), planting strips on Broadway East, and two street trees on East Denny Way that match the species and size of other trees on the Festival Street.

7. DEVELOPMENT STANDARDS SPECIFIC TO SITES B-NORTH AND B-SOUTH

7.1 The maximum height of each building shall be 85 feet and the maximum building depth shall be 72 feet. The maximum length of each building is approximately 177.5 feet.

1 7.2 The buildings shall be set back five feet from the property line along 10 h Avenue East, to make room for stoops, private gardens, and entry courtyards within this setback. Stoops must be provided on the east building fa9ade.

7.3 There shall be a three-foot wide greens cape zone between the east property line and the back of sidewalk. In the event of a raised podium for an underground parking garage, this greenscape zone shall provide screening ofthe podium fa9ade. In addition, there shall be a six-foot sidewalk, a seven-foot planting strip, and alternating seven-foot deep greenscape curb bulbs and seven-foot parking bays as depicted on page 6 of the CDP. Large tree species shall be planted in the curb bulbs, to provide a unifying visual theme with the mature vegetation of Cal Anderson Park.

7.4 On the west, each building shall be set back 11 feet from NPE to provide for amenity areas, including a five-foot wide sidewalk, and to make room for entries, private

8 courtyards, private gardens, and stoops, ifthe developer chooses to include stoops on the west fac;ade.

7.5 Vehicular access shall be by means of a single curb cut shared by the Sites on lOth Avenue East, as depicted on Page 15 of the CDP.

7.6 Parking space rents shall be unbundled from all Affordable Housing and all Affordable Units.

7.7 Site B-South shall construct and maintain a pedestrian pass-through between NPE and 1oth A venue East, which shall be open to the public as described in Section 4.11 and aligned with the Site A pass-through required in Section 6.6. This pass-through shall be at least the same height as the ground floor of the building, be between 15 and 20 feet wide, and meet ADA standards.

8. DEVELOPMENT STANDARDS SPECIFIC TO SITE C

8.1 The ground floor clear ceiling height of the building shall be between 15 and 20 feet high, and shall be recessed four feet from the property line on East Denny Way in order to provide for an 18-foot wide sidewalk area.

8.2 Overhead weather protection shall be provided along Broadway. The weather protection shall be six to eight feet deep over the public right-of-way and shall be constructed between 12 and 20 feet above the sidewalk, as determined through the design review process.

8.3 Vehicular access shall be by means of a single curb cut on Nagle Place, as depicted on page 15 of the CDP.

8.4 The upper two floors fronting East Denny Way shall both be set back the same five feet from the lower floors, and no additional setback shall be required.

9. DEVELOPMENT STANDARDS SPECIFIC TO SITED

9.1 The ground floor clear ceiling height of the building shall be between 15 and 20 feet high, and shall be recessed four feet from the property line on Broadway in order to provide for an 18-foot wide sidewalk area.

9.2 Overhead weather protection shall be provided along Broadway. The weather protection shall be six to eight feet deep over the public right-of-way and shall be constructed between 12 and 20 feet above the sidewalk, as determined through the design review process.

9.3 Vehicular access shall be by means of a single curb cut on Broadway, as depicted on page 15 of the CDP.

10. DESIGN REVIEW

10.1 In reviewing projects under this Agreement, the Design Review Board ("DRB") will use the recently-adopted, site-specific design guidelines that supplement the Capitol 9 Hill Neighborhood Design Guidelines, in addition to any other applicable guidelines. The recommendation of the DRB shall be consistent with this Agreement, but ifthere is a conflict between a DRB recommendation and the terms of this Agreement, the latter shall control.

10.2 The design and materials of the Plaza and NPE shall be compatible with the design and materials of the East Denny Way Festival Street in order to create a uniform style and functionality among the private and public open spaces.

10.3 The City's design review process shall be modified as follows for development of the Sites:

10.3 .1 The developer of each Site shall be required to present only one design alternative in addition to the proposal at the Early Design Guidance meet\ng. The DRB will strive to hold no more than two meetings and will require no more than three; the developer may request additional meetings.

10.3.2 DPD will assign the proposals on all five Sites to the same planner, to the extent that the Department's workload permits.

10.3.3 If one developer successfully bids on more than one Site, the DRB will accommodate a request by such developer to consider the Sites controlled by that developer as a package at the same DRB meetings.

10.4 The developer of each Site may request to go through the standard design review process without being subject to the modifications of that process provided in Section 10.3.

11. MINOR VARIATIONS

11.1 During the MUP process, DPD may approve applications that vary in minor ways from the requirements of this Agreement. A minor variation is one that: (a) is consistent with the intent of this Agreement to achieve high-quality transit-oriented development near the Station; (b) will not result in significantly greater impacts than are allowed by this Agreement; and (c) will provide at least as much open space, amenity area, and Affordable Housing and Affordable Units as would a project that does not vary from the requirements of this Agreement. A minor variation may not approve greater height than is authorized by this Agreement.

11.2 A structure that is no more than 12 inches less than a stated minimum dimension shall be deemed consistent with this Agreement, and such lesser dimension shall not be subject to review during the MUP process and shall not require a minor variation.

12. SEPA AND THE MUP PROCESS

12.1 The MUP process for development of each Site (including but not limited to any design review or administrative appeal of a MUP or related SEP A conditioning decisions) shall not revisit or change any element of this Agreement.

10 12.2 Applications for MUPs for development of each Site will be subject to SEPA review, but notwithstanding the provisions ofSMC 25.05.680 and Chapter 23.76, administrative appeals of compliance with SEPA's procedural requirements (including but not limited to threshold determinations or the adequacy of environmental review) related to development of a Site shall not be allowed; any such appeal must be filed directly in King County Superior Court.

13. SOUND TRANSIT'S COMMITMENTS

13.1 Sound Transit will offer Site B-North to not-for-profit developers for development solely as Affordable Housing. Sound Transit will provide for City participation in the RFQ/P process for this Site so that the City may assist in evaluating the proposals and may offer appropriate City financing.

13.2 Sound Transit will provide a minimum of 88 bicycle parking spaces in one or more covered secure cages in the area west ofthe Station Vent Shaft, and will increase the number of such bicycle parking spaces to 176 by 2030. In addition, Sound Transit will provide 40 bicycle parking spaces at racks near the west entrance to the Station.

14. CITYCOMMITMENTS

14.1 The City will expedite its review ofMUP applications for development of the Sites.

14.2 The City will apply the terms of this Agreement to future developers and owners of the five Sites.

14.3 Subject to applicable law, City funding policies and guidelines, and City appropriation, the City will provide financial resources, such as the Housing Levy, to help fund Affordable Housing on Site B-North.

15. EFFECTIVE DATE AND TERMINATION

15.1 This Agreement shall be effective when signed by the Mayor and Sound Transit's Chief Executive Officer, and shall expire ten years after its effective date.

15.2 In the event that Sound Transit does not receive an acceptable response to its RFQ or RFP for any Site, Sound Transit may propose changes to this Agreement, and the City agrees to immediately negotiate such proposed changes in good faith. If such negotiations do not promptly lead to amendment of this Agreement, or if amendment of this Agreement does not promptly lead to acceptable responses to Sound Transit's RFQs and RFPs, Sound Transit may terminate this Agreement by providing notice of such termination to the City's designated representative. As of the date of such notice of termination, this Agreement shall no longer have regulatory effect on the Sites, and they may be sold and developed consistently with the underlying zoning.

15.3 For purposes ofthis Section, an "acceptable response" to Sound Transit's RFQ/P process is one that is consistent with this Agreement, and that provides fair market value to the satisfaction of both Sound Transit and the Federal Transit Administration. Fair

11 market value will be determined by comparable sales appraisal methodology. Site B North will be appraised as property with an NC3-40 zoning designation; all other Sites will be appraised at highest and best use.

15.4 The restrictions in this Agreement shall not apply to the Sites in perpetuity, and after the Sites are developed in accordance with this Agreement, or after the expiration or termination of this Agreement, the Sites may be redeveloped in the future in accordance with City regulations in effect at the time of such future re-development. Until redeveloped, however, each Site that is developed pursuant to this Agreement must comply with the applicable terms ofthis Agreement, and such terms remain enforceable by the City and Sound Transit.

16. NOTICE AND DESIGNATED REPRESENTATIVES

16.1 It is expected and desired that there will be many informal communications between City staff and Sound Transit staff regarding the interpretation and implementation of this Agreement. The City and Sound Transit agree to work cooperatively with each other to interpret and implement this Agreement. However, if disagreements arise about the meaning or effect of this Agreement that staff cannot informally resolve, the designated representative of either Party may invoke the dispute resolution provisions of this Agreement by providing written notice to the other Party's designated representative. If written notice is given by email, it shall be accompanied by mailed or hand-delivered notice.

16.2 The City's designated representative is:

Diane Sugimura, Director Department of Planning & Development 700 Fifth A venue, Suite 2000 P.O. Box 34019 Seattle, W A 98124-4019 206-233-3882 [email protected] 16.3 Sound Transit's designated representative is:

Ric Ilgenfritz, Executive Director Sound Transit Planning, Environment and Project Development 401 South Jackson Seattle, Washington 98104-2826 206-398-5264 [email protected]

16.4 The City and Sound Transit may change designated representatives by written notice to the other Party's designated representative.

12 17. DISPUTE RESOLUTION AND REMEDIES

17.1 The Parties shall attempt to resolve in good faith any disputes regarding the interpretation or implementation of this Agreement by using the procedures in this Section, except that a decision by Sound Transit to terminate this Agreement pursuant to Section 15.2 for failure to receive an acceptable response to an RFQ or RFP for any Site shall not be subject to this dispute resolution process.

17.2 The Parties agree that time is of the essence in the implementation of this Agreement, and the Parties agree to use this dispute resolution process in a cooperative and efficient manner.

17.3 This dispute resolution process shall commence when the designated representative of one Party notifies the designated representative of the other Party that he or she is commencing the process.

17.3.1 Level One: The City's Planning Division Director and Sound Transit's Transit-Oriented Development Manager shall meet to discuss and attempt to resolve the dispute. If they cannot resolve the dispute within fourteen calendar days after notice by a Party's designated representative of the commencement of this process, either Party's designated representative may give notice that he or she is referring the dispute to Level Two.

17.3.2 Level Two: The City's Director of Planning and Development and Sound Transit's Executive Director of Planning, Environment and Project Development shall meet to discuss and attempt to resolve the dispute. If they cannot resolve the dispute within fourteen calendar days after referral to Level Two, either Party's designated representative may give notice that he or she is referring the dispute to Level Three.

17.3.3 Level Three: The City's Office of the Mayor and Sound Transit's Office of the CEO shall meet to discuss and attempt to resolve the dispute within fourteen calendar days after referral to Level Three.

17.4 If the Parties cannot resolve the dispute within fourteen calendar days after referral to Level Three, then either Party's designated representative may give notice that he or she is requesting the other Party to participate in mediation or another method of dispute resolution. Whether or not the Parties agree to participate in such alternative dispute resolution, after unsuccessful completion of the Level Three process either Party may file an action in King County Superior Court seeking a declaratory judgment, specific performance, equitable relief, or a combination of these remedies. Neither party may seek damages for breach of this Agreement, but the prevailing party in any dispute that is resolved by a court shall be entitled to reasonable attorney fees and costs.

17.5 During the pendency of any dispute, neither Party shall be relieved of its obligation to comply in good faith with all provisions of this Agreement that are not in dispute.

13 18. BINDING ON SUCCESSORS

18.1 This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the City and Sound Transit.

19. GOVERNING LAW

19.1 This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Washington. Venue for any action under this Agreement shall be King County, Washington.

20. INTERPRETATION

20.1 This Agreement has been reviewed and revised by legal counsel for the City and Sound Transit, and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement.

20.2 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior negotiations, understandings and agreements, including but not limited to the Term Sheet.

21. AMENDMENT

21.1 This Agreement may be amended only by written instrument executed by both Parties pursuant to authorization of the City Council and Sound Transit Board. No failure to exercise, and no delay in exercising, any rights, power, or privilege in this Agreement shall operate as a waiver thereof.

21.2 Nothing in this Agreement shall limit the City's authority to impose new or different regulations inconsistent with this Agreement to the extent required by a serious threat to public health and safety.

22. SEVERABILITY

22.1 If any provision of this Agreement is determined to be unenforceable or invalid by a court, the remaining terms of this Agreement shall remain in effect. However, either Party may invoke this Agreement's dispute resolution process to resolve any disputes about the effect of the court's decision on the remainder of this Agreement.

23. RECORDING

23.1 This Agreement will be recorded with King County by the later of 30 days after the Agreement's effective date or 30 days after City approval of Lot Boundary Adjustments so that the boundaries of the legal parcels subject to this Agreement wrn:spond to the Sites depicted in the CDP.

14 24. EXECUTION IN COUNTERPARTS

24.1 The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

25. SECTION HEADINGS

25.1 Section headings are intended as information only and shall not be construed with the substance ofthe Section they caption, except that the headings of Sections 6, 7, 8, and 9 shall be construed to mean that the provisions under each respective heading apply only to the Site identified in that heading.

IN WITNESS WHEREOF, each of the parties has executed this Agreement by its authorized representative.

CENTRAL PUGET SOUND REGIONAL THE CITY OF SEATTLE TRANSIT AUTHORITY (SOUND TRANSIT) By: ~ By : ~0?c'\s Joan M. Earl, Chief Executive Officer Michael McGinn, Mayor

Date: \ C::::, __.~- \ 2::. Date: .fl-r:z?1-i:3 Authorized by Motion No. t« :i.-1 ~- 9-, Authorized by Ordinance No. /1 il~'}_

15 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) MiCh~td H1U"b1u.r I certify that I know or have satisfactory evidence that Jea-a M. Ear+ is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it to be the free and voluntary act and deed of the CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, for the uses and purposes mentioned in the instrument.

WITNE~'I'ffi)~~~ tw.ld official st:et rd. day of Oc-h> W , 2013. ~~()~~~,() ~ ~ : ~~ /QV:.~':s~~~i,,~~'\ = $~~OT ~Q~~ ~~~~~~~~~~~----- t ~~ ~ ~~ ~\'fh~ ignatu · of Notary) .... ::; .... ~,., .....,. ' D /'. ~ ~en::< .... s ~ JJo.ft\11.\e , \..ALS...., ~ ~~ - ~ .. ... , . ~,\ "wr&L\v # g (Prmt o stamp name of Notary) ~~:?ci'"~ =--~~o~./· NOTARY PUBLIC in and for the State ~,,,,,~WASH~/ of Washington My Appointment ~~4 -.>1 -t j

16 STATE OF WASHINGTON ) ) ss. COUNTY OF KING )

I certify that I know or have satisfactory evidence that Michael McGinn is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it to be the free and voluntary act and deed of THE CITY OF SEATTLE, for the uses and purposes mentioned in the instrument. WITNESS my hand and official seal hereto affixed thi~ay o ·~~~::::___, M.

(Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington My Appointment Expires: i_~-/ lj;

17 EXHIBIT 1 LEGAL DESCRIPTION EXHIBIT 1: Legal Description of the Area of the Five Sites Subject to this Agreement

ALL OF LOTS 1 THROUGH 6, INCLUSIVE, IN BLOCK 46, ADDITION TO THE CITY OF SEATTLE, AS LAID OFF BY D. T. DENNY, GUARDIAN OF THE ESTATE OF J. H. NAGLE, COMMONLY KNOWN AS J. H. NAGLE'S ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 1 OF PLATS, PAGE 153, RECORDS OF KING COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

EXISTING TAX PARCEL 600300-2015: LOT 1, SAID BLOCK 46;

EXISTING TAX PARCEL 600300-2020: LOT 2, SAID BLOCK 46;

EXISTING TAX PARCEL 600300-2025: LOT 3, SAID BLOCK 46, (NOTE- SEE ANOTHER PORTION OF THIS PARCEL, BELOW, IN NAGLES 2ND ADD.);

EXISTING TAX PARCEL 600300-2030: LOT 4, SAID BLOCK 46;

EXISTING TAX PARCEL 600300-2035: LOT 5, SAID BLOCK 46;

EXISTING TAX PARCEL 600300-2040: LOT 6, SAID BLOCK 46.

ALSO, ALL OF LOTS 7 THROUGH 12, INCLUSIVE, IN BLOCK 46, JOHN H. NAGLE'S SECOND ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 5 OF PLATS, PAGE 67, RECORDS OF KING COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

EXISTING TAX PARCEL 600350-1098: THE WEST 30 FEET OF LOT 7, SAID BLOCK46;

EXISTING TAX PARCEL 600350-1099: LOT 7, SAID BLOCK 46, EXCEPT THE WEST 30 FEET THEREOF;

EXISTING TAX PARCEL 600350-1105: LOT 8, SAID BLOCK 46;

EXISTING TAX PARCEL 600350-1115: THE NORTH 30 FEET OF LOT 9, SAID BLOCK46;

EXISTING TAX PARCEL 600300-2025: THE SOUTH HALF OF LOT 9, ALL OF LOT 10, AND THE NORTH 34 FEET OF LOT 11, SAID BLOCK 46 (NOTE- SEE ANOTHER PORTION OF THIS PARCEL, ABOVE, IN NAGLES ADD.);

EXISTING TAX PARCEL 600350-1130: THE SOUTH 26 FEET OF THE WEST 32 FEET OF LOT 11, AND THE WEST 32 FEET OF LOT 12, SAID BLOCK 46;

EXISTING TAX PARCEL 600350-1134: THE SOUTH 26 FEET OF THE EAST 48 FEET OF LOT 11, AND THE EAST 48 FEET OF LOT 12, SAID BLOCK 46;

Exhibit I to Exhibit A to DPD Capitol Hill Light Rail Station Sites Development Agreement and Site-specific Design Guidelines ORO EXISTING TAX PARCEL 600350-1135: THE WEST 48 FEET OF THE EAST 96 FEET OF THE SOUTH 26 FEET OF LOT 11, AND THE WEST 48 FEET OF THE EAST 96 FEET OF LOT 12, SAID BLOCK 46.

ALSO, ALL OF LOTS 8 AND 9, BLOCK 34, AND ALL OF LOTS 4, 5 AND 6, BLOCK 35, ADDITION TO THE CITY OF SEATTLE, AS LAID OFF BY D. T. DENNY, GUARDIAN OF THE ESTATE OF J. H. NAGLE, COMMONLY KNOWN AS J. H. NAGLE'S ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 1 OF PLATS, PAGE 153, RECORDS OF KING COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

EXISTING TAX PARCEL 600300-1315: LOT 8, SAID BLOCK 34;

EXISTING TAX PARCEL 600300-1320: LOT 9, SAID BLOCK 34;

EXISTING TAX PARCEL 600300-1370: LOT B, KING COUNTY SHORT PLAT NO. 166, RECORDED UNDER RECORDING NUMBER 7510240657, BEING THE NORTH 50 FEET OF THE WEST 63 FEET OF LOT 4, SAID BLOCK 35;

EXISTING TAX PARCEL 600300-1375: LOT A, KING COUNTY SHORT PLAT NO. 166, RECORDED UNDER RECORDING NUMBER 7510240657, BEING LOT 4 OF SAID BLOCK 35 EXCEPT THE NORTH 50 FEET OF THE WEST 63 FEET THEREOF;

EXISTING TAX PARCEL 600300-1380: LOT 5, SAID BLOCK 35;

EXISTING TAX PARCEL 600300-1385: LOT 6, SAID BLOCK 35.

Exhibit I to Exhibit A to DPD Capitol Hill Light Rail Station Sites Development Agreement and Site-specific Design Guidelines ORO EXHIBIT 2 COORDINATED DEVELOPMENT PLAN v...... Mardock DPD Copilol Hill Lisht Rail Slalion Sites Devdopma>t ~ 8Dd SitMpecific Design GuiJldines ElCH Z May7,2013

Capitol Hill Transit Oriented Development Coordinated Development Plan

""-< T SoUNDTRANSIT

E>lu"bit 2 to Exhibit A, CaplioiHill LislrtRail Sllllion Sites Developm ~ \ ·....n::::. t7'1 ~ ..<:: Vanessa Murdock DPD Capitol Hill Ligbt Rail Stllioa. SiteS Development Agreemem: aod Site-specific Dc:si.gn Guidelices EXH 2 May7,2013

Contents

1. TOD Development Sites

Z. TOD Development Statistics

3. Site Dimensions

4. Main Station Block Dimensions

5. Affordable Housing

6. StteetTrea-ent:s

7. Amenity Areas

8. Plaza I Farmer's Market

9. Bike Parking

10. Pedestrian Passa.,aes + Plaza

11. Green Factor

12. Public Benefit

13. UDFVision

14. Vehicle Access N71 15. Garage Access I Street Car @ Site "D" 16. Garage Plans

17. Garage Plans

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T SOUNDTRANslr Table of Contents Exbibit2 to Exhibit A, Csptiol Hill Light Rail Statioo S~es Development Agr:l-t 2 May7.2013 The Coordinated Development Plan for Capitol Hill

Sound Transit has prepared this Coordinated Action Agenda. The Action Agenda spoke direcdy to Development Plan (CDP) for the future redevelopment the importance of ensuring that the redeveloped sires of its Capitol Hill Station ttansit-<:>riented (fOD) were integrated into the neighborhood and commercial properties in direct response to community sentiment, environment. The ensuing mutual effort resulted in City of Seattle policies, wd Sound Transit requirements. a four year process of community meetings, reports This Plan is authorized for City consideration by prepared by Sound Transit and the community, and Ordinance 123711, amending Seattie Municipal agreements in principle about the future disposition of Code 23.61.016, which states that "The Director the properties. Sound Transit presented its basic plan [of the Department of Planning and Development] to the community in June 2010, which embodied the may recommend" that the City Council approve a agency's business and project objectives influenced by development agreement for the TOD properties. federal and state requirements for surplw; real property. Development agreements may be approved pur.mant to This Plan represents considerably more derailed Chapter 36. 70B of the Revised Code of Washington, redevelopment requirements and preferences as the and Ordinance 123711 directs that "The Directors result of City and Sound Transit staff negotiations recommendation shall be informed by a coottiinated leading to the Development Agreement. Much of development plan or urban design framework" that this specificity is inspired by a significant community the Director bas de,-cloped through a community effort to inform new construction, the Urban Design involvement process." Framework.

The Coordinated Development Plan constitutes This Plan's incorporation of the UDF vision intends Sound Transit's land use and development proposal, that the future developers and owners of the five depicting and describing implementation of the sites be equal to the opportunity and ciWlenge of proposed Development Agreement while articulating combining this unique location with exemplary real the benefits of the the City's October 2011 Capitol estate development and community place-making. The Hill Light Rail Station Sites Urban Design Framework UDF aspirations, combined with the Q)P's market (UDF). The Seattle City Council and the Sound Transit driven principles will guide redevelopment choices Board of Directors will ultimately decide on the terms and creativity. Approaches used elsev..-bere in the city, and conditions for entering into the Development provided by regulation or as incentives, have been Agreement. The Development Agreement will renew incorporated into this Plan, along with the expectation and clarify the underlying regulatory responsibilities for that they be included in the Devdopment Agreem;,..t. the TOD sites. A£ a result, all stakeholders will have an increased level of certainty as to the type and form of development, The basis for this Plan originated in 2006 with its uses and purposes, with regulatory approval which Sound Transit initiating meetings with the Capitol runs wi rh the land. This lends an important clement of Hill Chamber of Commerce and City staff to begin predictability to the property tranSactions developers implementation of the Broadway Economic Vitality will enter into wirh Sound Transit.

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T SOUNDTRANSIT Introduction E:dlibit 2 to E.'

L"~e>~~, ( =--~ ;;;.;. (f"!-:,;.::::::: ..., \.~ Vanessa Murdock DPD Capitol Hill Light Rail St011ion Sites Development Agreement 3tld Site--specific Design Guidelines EXH 2 M3y7.2013

Redevelopment at the Capitol Hill Station TOD sites Station where light rail, street car, and local bus routes will follow construction of the below and above converge. Combined with the transit investment, grnde Link Light fuUI's transit facilities, which include this Plan provides specific commitments to quality station entrances that are independent structures. New design principles to ensure a significant investment in commerci:ll mi.xed-use developmeot will occur on five property development, along with extraordinary pb.ce sites adjacent to the txansit facilities station entxances. making and public amenities to benefit the Broadway community. This Plan addresses the challenge of making available over 100,000 squm:e feet for five urban in-fill projects, The CDP, implemented by the Development while responding to the Urban Design Fr;,ework, Agreement and the City's community design review City regulations and guidelines, and the Broadway real and permitting process will provide future developers estate market. Implementation of the CDP combines "'~th sufficient fkci.bility and creativity for each the goals of sensitive redevelopment, balanced with site, while ensuring a defined set of unifying design density that supports increased transit ridership, and and cnvironment:al parameters are followed for the the creation of attr.lctive and successful comme~ new projects. The Plan's emphasis on specificity of development. dimensions and design details results from the site characteristics which arc determined by the station To meet those goals, it is important that Sound Transit, transit facilities. Even so, the new built environment the Broadway neighborhood, and the City continue to will include civic opportunities within a privately-owned work cooperatively to effect a predictable, responsible and shared public realm on the main station block. The transition from station facility construction to stlltion CDP and the Development Agreement present Sound area development. As the region's higb capacity Transit's response to all of these factors, within the transit provider, Sound Transit's multi-billion dollar conre:>.'t of tbe agency maintaining its core mis.sion as a investment will be highlighted by the Capitol Hill regional transit agency.

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T SOUNoTRANsrr Introduction E.'

The five Capitol Hill TOD sites span rhree city woonerf-like private street, Nagle Place E,.,-tension blocks above the future light rail station, situated at (NPE). NPE will bisect the main station block north intcn;cctions of Broadway Avenue East and East south, connecting East John with East Denny, with NPE Denny Wa.y and East John Street intersections. The ownership rights shared between Sound Transit md Sites sites arc referenced in this coordinated plan as Sites A and B. A a.nd B-North a.nd B-South (main station block/ North entrance), Site C (South entrance), and Site D Additional amenities are planned, such as east-west (West entrance). When redeveloped, the sites will be pedestrian pa.ss-throughs on Sites A and B-South, a prominent contribution to the Broadway shopping "pooled" Green Factor elements, and a wriety of public district which is enjoying a resurgence following the benefits not required by existing code. The station 2006 City of Seattle rezone of the commercial area. parcels will be in si'< ownerships: Sound Transit will Four substantial mi:.1: environment ... ," specifically affecting Sites.">., C and D. development, will be competitively offered as such, in market of regulatory certainty, while setting "-"1'licit of this Plan and the Agreement through the City's usual Sites B-North and South are not intended to include retail cooperation with the City's Office of Housing. Due to property encumbrances by Sound Transit along with development review process that requires environmental, uses, but could include "live-work" uses, especially Site a p=~ous property settlement with the Seattle Central the applicable City development codes and standards. land use and community design re,~ew as part of the B-Nortb facing Nogle Place &"tension. Community College, it r=.y receive the right to develop This will inform individual site Master Use Permit Master Use Permit and the building permit processes. an educational/institutional building by joining college applications, and eventual review of adhereance tn The Agreement will provide for incentives such as PROPERTY DISPOSITIONS property abutting Sound Tcansit's Site D. If the College community design guidelines. increased height, the designation of specific uses, and Av.Ulahility of Sound Transit's property must follow has no timely use of SiteD, it will be competitively the consolidation ("pooling") of typical development ogency disposition policies, in concert with Federal offered. Excluding the station facilities, these sites comprise requirements such as Amenity Areas and the Green regulations and approval Federal law generally requires 107,459 square feet, which will equate to more than Factor, particularly on the main station block (Sites A, competitive surplus property tnnsactions. Four of the All property transactions a.re at the discretion of the 424,000 square feet of new commercial development. B-North and B-South). five properties are planned for a competitive Request Sound Transit Board of Directors and are scheduled to As part of the overall property redevelopment, two for Qualifications process scheduled for the fourth occur in late 2014 or early 2015, as station completion public realm elements are intended: an approximate All five sites are zoned Neighborhood Commercial, which quarter of 2013, following approval of the Development allo.,.'S. It has been Sound Transit's intention that all sites 7,000 square foot private plaza on Site A, and a allows both mixed-use and residential-only structures. Agreement. A Request for Proposals competitive short be under construction as clnse as possible to when light However, on Broad\vay, the Pedestrian-Designated list process will follow in 2014. The RFQ/P process oil service begins in late 2016.

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013

T SOUNDTRANSIT F-wbiJ;QJ2i2~J(~~J;H~JJJRl1of ~ji.IJ.~ment Ajment c-- ( ;:2~ o;;;\ ·~ ::2. :.7'' - ~~ ' Vanessa Murdocli: DPD C.Jpitol Hill Light R.:UI Station Sites Developltle:nt Agreement and Site-specific DesigD Guidelines EXH 2 May7.20J3 TOO DEVELOPMENT SITE STATISTICS

Existing regulations would allow all sites to be developed be required Amenity Area (or open space) for that parcel. at a ma.-cimum Floor Area Ratio of 6.0 Ft\R. However, site The difference between acbic,ing fuJI and partial lot Site A SiteB Site Area 45,978 8-Norlh dimensions and othu factors such as the tnnsit station covcrnge and less than m:~...-cimum use of FAR has financial Lot Coverage 34% Site Area 17,158 facilities prevent the maximum FAR from being achieved. considerations. Those considerations are weighed against Building Area 134.328 lot Coverage 72% Based on this Plan, all sites are e':pected to be built at least publicly accessible, privately owned areas for potential Retail Area 21,408 Building Area 74,120 Resider1tial Area 112,920 ~ Residential Area 74,120 as the five-over-one (5/1) construction type, at 74'11" use for bicycle parking, mid-block building pass-throughs Residential Units 132 86 Residential Units maximum height. An exception could be Sites B-North and connecting the Site A pbza with Broadway and 10th MFTEUnits 27 k:~ .... .:~ ...· ~ Affordable Units 86 South, which could use the top floor of a garage structure Avenue East, and the potential use by the Broadway Parking Spaces 210 ~ - ,.. .~ • FAR 4.33 FAR 2.92 ~..... - ·-:. ~ - - as the podium, if o. parking garage is built across both sites. Farmers Market. B-South Site Area 16,699 On the Broadway fronmge sites (A. C and D), the optioul On the south side of Site A, the building is set back 12 feet lot Coverage 74% Building Area 72,810 retail e'•perience for the height of the ground floor is to provide a level plaza to compliment and strengthen the Residen~al Area 72,810 between 15 and 20 feet. This dimension is both financially place-making aspects of the adjacent Denny Festival Stree~ Residential Units as MFTEUnits 17 and ocsthctically necessary to achieve a "retail window" that with a link to the Broadway retail acri,~ty and the pbza east Par*ing Spaces 167+ provides for an inviting e>:perience on the sidewalk as wcll of the building. This private plaza is atop the fir>t floor FAR 4.36 as the street. This is consistent with new retail constructed building plinth, which provides a uniform plane aboYe the in mixed-usc buildings on Broadway. This dimension will be sloping Denny Way. most responsive to market rate retail tenant :requirements; the CDP pro,ides for a ground floor recess of four feet, .'\.ll site dimensions depicted in tlus Plan are fundamental creating a wider sidewalk area.. to meeting the market requirements of building bay depths (standard residential units and corridors), building setbacks SiteC SiteD As a compliment to ground floor emironmen~ the height necessary to achieve optioul streetscapes, accounting for Site Area 17.231 ...... •"! :t. ·:_ Site Area 10,423 lot Coverage 92% /.< f} Lot Coverage 93% Amenity Area and Green Factor requirements, and other of the remaining above floors is equally important to Building Area 96.249 tt:,V: -.; ·. 'I Building Area 46.534 creating buildings that stretch each floor based on an City codes. Within these detailed dimensions there exist Retail Area 15.784 Retail Area 8,774 interior ceiling height of ten feet. The overall effect of ground level public benefits that are complimentary to Residential Area 80,465 ' ~1· Residential Area 37.760 Residential Units 94 Residential Units 44 this vertical dimension creates a "-isually superior e~-re.rior the multi-modal transit services at and below street grade. MFTEUnits 19 MFTEUnits 9 fac;adc, while providing co=odious interior living >"Paces Balcony zones, overhangs above property lines, garden Parking Spaces 26 Parking Spaces 22 for tenants. Frre ten-foot residential floors with a retail courts, and relationships to curb lines are the same as, or FAR 5.09 FAR 4.46 street level floor at 15 to 20 feet will be most responsive to similar to, building construction approved elsewhere by the excellent design and commercial requirements. The overall City. height in the Development Agreement is proposed to allow sites constructed at 5-over-2, \vitbin 85 feet, allowing for an Even 'With the site constraints, especially when constructing additional floor including affordable housing. adjacent to the station facilities, designers will have considerable creative latitude. Conformance will be required ,\s indicated in the chart on this page, only one of the five with design details in the Development Agreemen~ as Site Zoning Minimum Total Lot FAR sites approaches r.he allowed ma...Qmum Boor area ratio depicted in this Plan, and as a result of the community Classification Height Building Coverage (FAR), and only two come dose to the allowable 100% design guidelines process. The extensive community Area lot coverage. Site A, fo:r example, achieves the lowest in involvement processes conducted by Sound Transit and A NC3P-6S 74'11" l34,328sf 34% 2.92 both cases in response to providing a larger-than would the City pro,ide a combined vision for these sites which 8-North NC3-40 74'11" 74,210sf 72% 4.44 signiJicantly contributes to creating a uniguc sense of place 8-South NC3-40 74'11" 72,810sf 74% 4.36 within the Capitol Hill community. c NC3P.OS 74'11" 96,249sf 92% 5.59 D NC3P.OS 74'11" 46,534sf 93% 4.46 424,131 sf

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T SOUNDTRANSIT TOD {2.~.'(,f![£JJ&~Jt~ §j,~ s~!Cl!/!!fof..~,Agrcem~

~\ .'· ~'::;:lC'~·77- · ~I '\.'?' Vanessa Murdock DPD Capitol Hill Light Rail SUtion Sites Developmen.t Agreement ~d Site-specific Design Guidelines EXH. 2 Mav 7.2013 SITE DIMENSIONS The site dimensions on this page, and the ne>.""t, ace fi..' station transit facilities, the agency's ..,. decision to limit construction over ~ the top of the station runnel and ~ ~ bo-", previous rt;,aulatory approval 5 V'l (U-240 Station MUP) and the ~ ~ authorizing legislation resulting --· L -xj!' ... --- -:;- -, 1'1. ~ ~ L. I I .1 I j Ill in this Coordirutted Development '<: .... Plan with pooled }uncnity Area :1.00 Green Factor provisions. Broadway Avenue It is within this comc.'.pcdicncy for developers, the community, decision-makers, and Sound Transit. l The prior Station i'viUP approv.ll bas defined the eventual TOD building site sizes, as well as sidewalk widths, Denny Fcsriv.ll ~~-;..;...... ;.,.,._..-~""":'..;; I Street design, points of access and • ~-----·------egress, and the relationship of new Nagle Place construction to the station fllciliti.,.,, _ _ _ ...:,... ______....,

Par.!; 10thAvenu

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T 50UNDTRANSIT TOD Site Dimensions 3 Exhibit 2 to Exhibit A. Ca.ptiol Hill Light Rail Sl.3..lion Sites Development Agr~ent

'::'")~~' I t::;::_';.-..,..... ~ :;:;::2 7'l ""' Vanessa Murdock DPD Capi1ol Hill Light Rail St:Ltion Sites Oe\'elopment Agreement and Site-specific Design Guidelines EXH 2 M~y 7,201J

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T SouNoTRANsrr Maiqw~ff!1L~a c~l&fil£.l2!m!!f!!i.!!l!!o, Agreem~ ~,...,c->01' b~ :J-1 \?"'_ Vanessa Murdock DPD Capitol Hill Light Rail St:JJion Sitts Development Agreement and Sit~spccific Design Guidelines EXH 2 M:tv 7.2013 AFFORDABLE HOUSING

Sound Transit's goal for the five TOD sites is to not require the e.-..-pense of a private vehicle. While ma.'

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At specific locations along Broadway, the Station structural overhang of the upper floors. This approach, with 1Oth Avenue is a residential sttect with an intcntionolly different reduced to 10 foot) and a seven foot zone for street parking. M:!ster Usc Permit requires 22 foot wide sidewalks; City a first floor height at approxim:>tcly 20 foot, provides a 17 character than Broadway. Sites B, book=ded by East John and The use of curb bulbs will reduce the impaa of stteer parking rcquin:mcnts on Broadway set an eighteen foot minimum. foot vertical clear zone that is open and spacious, enhancing East Denny, ha;·e planting strips within the 66 foot public right while providing a generous planting bed for the laq;er ttces. The predominant existing sidc:walk width for Sites A. C the retail fa-;ade and the strcctscape. In :>

functional sidewalk width, the CDP provides for a retail and balcony overlu.ogs1 canopies, awnings, or other devices private gardens and courts in the eight foot setback from the tree variety providing for variations in species, color~ size :md ~adc setback of four feet, creating a uniform 18 foot slull c"'"Tend si>: to eight feet o\'er the public right of way and property line. Setting the building fa<;ade back from the property flowering. The sidewalk is six feet in width. \Vidd1. Wrthin this 18 foot zone is a five foot planting constructed between 12 and 20 feet above the sidcw.Uk. line allows la.Jgcr trees to be provided on this blockface of 10th strip for landscaping and tree canopy, as well as space for Avenue, pro,>iding a unifying viswl theme with the mature This design approach to lOth Avenue contributes a grccnscape intermittent bicycle parking. The openness of this space The same dimensional treatment occurs on the Denny facades vegetation of Cal Anderson Park where lOth intersects Denny. for the eastern edge of Site Bin a manner that enhances the is a directly rclatcd to the height of the rcail floor which of Sites A and C; howcvet, Site A requires a plinth for the The current curb to curb dimension on 1Oth Avenue: is 23 feet, building site, the neighbothood stteet, and the visual connection subscquendy determines the height of the rcsidenti:>l bay building to accommodate the slope of the site, providing space sufficient for two lanes of traffic, but nor for parkin& This with the Park, and will set the standard for the subsequent windows, balconies and other clements in the four foot for a private plaza on the building's south facodc; ond a publicly sttcct treatment provides fot two 11 foot lanes (which could be redevelopment across the street The "poolc:dn Green Factot" accessible wall..."'W'ay an the east facade. score of .302 is achieved by these design solutions.

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 Street Treatments 6 T SouNDTRANsrr E.'

~· ~ ~~~' Vanessa Murdock DPD Capitol Hill Light Rail Stllioo Sit

The multiple puq>oses of the central pl=l, pass-throughs, UPPER FLOOR BALCONY/BAY ZONE and Nagle Place R'ttenSion a:re achieved by a coordinated Along Broadway and Denny Way on Site A, strucrural ~, or "pooled" approach to the City's Amenity Area overhangs of four feet provide usable residential spaee requirement. Given that the ID2in station block provides above the ground floor wbile contributing to fayade comparatively greater opportunities for robust public use modulation and creating a weather-protected walking and civic engagement, this Plan's approach compensates for e>:perience adjacent the retail storefronts. This zone can the limitations of Sites C and D, to the south and west of also provide a location for residential balconies, giving scale the ID2in station block. Private Amenity Areas, also City to the building fayade and creating the opportunity for required, will be accomplished by e>.-terior building ~e i~eyes oa the streer~ . modulation and interml spaces provided by the developers of each site. STATION ENTRANCE FACADE SETBACK Ar rhe north end of Site A (rhe corner of East John DENNY WAY FA<;ADE SETBACK & PUNTH and Broadway) a ground floor di.agonal building setback Site A, abutting the Denny Way Festival Street, creates creates an open triaogular space as sidewalk, emphasiog the opportunity for a 12 foot private pi=, set back from the station entrance, improving pedestrian sightlines to the building fayade. This terrace area is achieved by using the North Station Entrance, and creating a strong retail a plinth as the building's foundation to meet the public presence at this corner. sidew.dk as it falls three feet from west to east. By adding an adjoining 4' first floor retail setback, this space can be RET~LFA<;ADESETBACK generously scaled for outdoor activities associated with the This Plan's four foot setback from the property lines retail front:lge, overlooking the festival street. of Sites A, C and D, creates an 18 foot sidewalk width. This zone should be 1atgely open, with cantilevered FIRST FLOOR COURTS & STOOPS structUnl overhangs, while colutnDS in this zone should On Sites B-North and South, the residential nature of be discouraged. This will provide ma.'

On the west facade of Sites B-North aod B-South (along NPE), stoops a:re :allowed at the developers discretion. and ~ Site B north may include "live-work'' units, provided they AMENITY AREAS do not include retail uses. Along the 1Oth Avenue East N~ facade of the Sites B-North and B-South, developers a:re SITE At Grade Amenity Area Balcony Area Roof Top Amenity Area required to provide stoop entrances to the residential units. Site A 16,527 s.f. 3,700 s.f. 17,000 s.f. At both building entry facades, a setback (1 0' from the Site B 8,485 s.f. 6,857s.f. o s.f. sidew.dk along NPE and eight foot from the property line along 1Oth) provides space for entries, a private courtyard SiteC 1.024 s.f. 2,500 s.f. 0 s.f. and private gardens. Along 10th, these private courts and gardens can be augmented by a three foot landscaped SiteD o s.f. 1,020 s.f. Os.f. planting' strip between the property line and the si." foot public sidewalk, as a result of the "pooled" Green Facror. TOTAL 26,036s.f. 14,077 s.f. 17,000 s.f.

~~TOTAL, ALL AMENITY AREAS: 57,113 s.f.~~

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 TSouNonwwr ~bit2 to~bitA, Captiol HilliJrl!J!!llLfYs~f!!r!!m~ J. ~\ 1c;;..osg.,, ,,::;:_·~:2 '· Vanessa Murdock DPD C:apitol HiU Light R.:til St:ation Sites Development Agreemenl :md Site-s~ci.6c Design Guidelines EXH 2 May 7,2013 PLAZA I FARMERS MARKET

A privately-owned, publically-accessible plaza will occupy the southeastern comer of Site A, adjacent to the Denny Way Festival Street and the Nagle Place E"1:ension (NPE). r ,.,., Public use of the plaza and NPE will be determined by the Site A property owner. As buildings on Sites A and B will I ...."' "'-.; include residential units fronting the plaza and l\.'PE, their use v.i.ll need to respect the quiet cn;oymcnt of the tenants. ~ ~ I ~ - '. I "'~ Besides public bicycle parking along its edge and as an 1 j ~" ~- =oo.-~...,. ~ ~ -· I '<: g_ active gathering area pro-riding a place making clement, tbe plaza and Nl'E potentially could be used by the Broadway Farmers Market. Sound Transit may encumber the property Broad\wy Avenue for that purpose and require installation of appropri:ue utilities to support the Market and other activities. The plaza, at approximately 7,000 square feet, could -with the temporary closing of NPE, provide the space for approximately 50 fumers market stall tents. Additional farmers market stalls could occupy the Denny Festival Street under a Gry street use permit.

~~On days when the plaza and/ or NPE are in active use, the owner of Site A "ill prmide traffic control and lirnir use of the southern end of the private street.~~

The plaza design and materials "ill be compatible with the designs of Nagle Place Extension and the Denny Nagle Place Way Festival Street so as to create a uniform style and functionality of pri.-ate and public spaces. r - ~ ~ " The plaza will be a unifying link be tween Broadway and - . lOth Avenue East, given the east-west pedetrian pass ~ thcoughs. The plxza is also e..'\.-pected to prm,-ide a strong L- 7~~~ ,. t ll·l visual connection to Cal Anderson Park., as suggested in the Urban Design Framework.

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 V SOUNDTRANSIT Plaza I Farmers Market 8 Exhibil2 to Exhibit A.. Captiol Hill Light R.:W Sbtion Sites Development Agreement r-----.... !,f?}ic~~ V:mcssaMurdock DPD Capitol Hill Light Rail SuDon Sites Development Agreement and Si~pecific Design Guidelines EXH 2 May7.2013 BICYCLE PARKING

The plaza en,-ironment provides an e>:cellent opportunity for bicycle parking and storage, and the property m transaction for Sire A will ensw:e that provisions are made - v- for that purpose. Accommodating bicycles will ensure that the plaza is activated; while providing convenient and nue secw:e parking for transit -related bike commuting.

A plaza-adjacent area along the eastern edge of the Site A plinth is available and will not interfere with plaza activities. r- ;._ Alternately, a bikestation-like retail storefront use on Site A may be substituted if it provides parking in the same manner, supply, and convenience. That facility would provide the same 2017 and 2030 rack installation counts and same public a=sibility for transit riders. I Additional secw:e bike storage will be provided by Sound Transit in the space west of the Station Vent Shaft, immediately north of the plaza. This bike parking will be in I addition to 36 stalls provided by Sound Transit at the West Station Entrance by the Station Master Use Permit.

Parking use projections are based on Sound Transit's bicycle demand estimation method-4% of P.M. period 2030 1 ridership(= 120 spaces in 2017; 120 "c:pansion" capacity). Bicycle parking adjacent the plaza will be a mi:1:tw:e of covered secure cages (long-term parking) and covered or uncovered racks (short-term parking). I~_, I Per Gty code, TOD site developers will provide bicycle parking for tenants and residents within their buildings. While the Seattle Department of Transportation is responsible for on-street bicycle parking or other bicycle parking sttategies, the Coordinated Development Plan's Stteetscape concept demonstrates the potential to accommodate up to 7 5 bikes on Broadway sidewalks at BICYCLE PARKING SUPPLY Sites A and C. 2017 2030 lns1alled Added Site A Plaza: Racks 45 45 _ Cage 88 88 Totals 133 133

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 7 SOUND'fRANSIT Exhlbit2 to Exhibit A. f!{!f~fliP,I}/!tio~CJ.tl!i!!JL Agreem~ ·--...... Pa:d ~s~ ~'/""· i V:mess.:~. Murdock DPD Capitol Hill Lighl R.l.il Stali.on Site:; Developm~l Agreemmt and Site-specific Design Guidelines EXH 2 M:!v 7. 2013 PEDESTRIAN PASSAGES & PLAZA

PEDESTRIAN PASS-THROUGHS ~ . ~/~\.-- . . -..~ z As elements of the "pooled" Amenity Area approach, Sites A and ~ ~ B will have east-west enclosed pedestrian passages, connecting Broadway to the pla2a, Nagle Place Extension, and lOth Avenue ~ East. These pass.ges are to be the full height of the ground floor to-floor dimensions (15- 20 feet), of similar width (15- 20 feet), located apprmcimately on a.-cis with the Vent Shaft to allow a break in Broadway street fac;ade. The west facade break will have provide an architeCIU!al feature to emphasize the pass-through. The passages l will have pllblicly accessiblity, but will be managed as pcivate space, subject to compatible building uses, sllch as residential lobby access. At the discretion of the Site A developer, the pass-through may be open to the sky. l PEDESTRIAN PLINTH The southern building facade of Site A will be set back 12 feet from the property line, providing a generous private space on the plinth adjacent and above the Festiv-al Street. This provides a level surface for retail/restaurant frontage, while connecting to the pedes train link on the east facade of the building. ' PEDESTRIAN WAY I. The pedestcian way along Site Ns eastern facade provides a connection from the building pass-through to the pla2a and Denny Way. Due to the grade change along Denny Way, this pedestrian way on the plinth requires stairs from the plinth to the sidewalk and l street, a three-foot change in grade. L

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T 50UNDT'RANSIT P!ru'!~~K{f!ltf.Jb~i!i'l!an~fo.!~!!Asr!Q q \ 1.- ~~....r"· -"'j v~-- - 1 -~- V:mess;1 Murdock DPD Capitol Hill Light R:lll St.ltioa Sites DI!Yclopmcat Agreement and Sitc:~specific Design Guidelines £XH 2 Mav7. :!013 GREEN FACTOR & SUSTAINABLE DESIGN

CITY GREEN FACTOR REQUIREMENT Green Faccor Score Shec:t ...... S K -\ rl'U:.. _ ., u:. .. ,.·~~: /~: ....!'..·1 The CDP prov;des for a coordinated or "pooled" ·~ ~· ...... I I I I ,. approach to meeting City of Seattle Green Factor ,,,~~· --- ...... ~ ,..,.,. requirements. This approach is based on the total square ~t·~- TQU:J""'"'GJ --..-..4 Yel.al footoge of all parcels (107,489 s.f.), rather than that of A L:na~:WU•INlCI~MDMI1C110wn'g(l)(NCJ'I...... ,J . J ~..z.;:;o!.;..T.n~•l'.•_,:.;:.:.,:.c-,);-,,:iJM,~II".=";'.t r -,., - , ,., each individual parcel. This approach pro,~des flexibility '" and certainty for each developer that by the "pooloed" :..~-...~ ~ ~..:, .. l"' a or.•~.,.-.·z;· ""~',.,.....-..,_.. I --·J'.ta l l ii ~ l,t., .1. approach not every s.ite bas to satisfy Green Factor :..:,..."-L!or.- } W:~ ' - »':K:o--1 '!.t:"):•o requirements. As a result, the sites best able to pro<~de arnentities based on lot covernge and unifying design and a P\MtJ,g•roW.:b d&lft.ln br.dtc.aQD~ o~I"U'I Trorro St

the Urban De.;gn Framework informed this approach. ~... !U:..V"C~rn=>c&"l:-•ilf_ .. ..dJ,,,.~ r --~.: "'T -::. l:i"..o ..:. ,;:':1 ::_... r~~:.~~~ · ·, ~·~~:-:o:..JI::"rr'~:.oo ·.:·.on~£1t"bl1 ,.-::;:; The Green Factor Score Sheet ties to the locarions and r,_~-.1 I"JJ' · :;:~olt-·CII~ T- ~ ··· y ""'" ~ square footages of hwdscape dements that produce a ,CTI'!';•flt.:.lt.ll:liTt:o,~·,.~c,.Wc.nt ~~~p.:r ! r" : ,oco::.:ro:y!c.c'~l,..~ ~--r""~~.v~r.l -r - : ~ · I :l:. score of 0302, exceeding the Gty requirement of 0.3. : ~P'<3::'".1'~f)~ '. ".J· ':I~..,..t · :.:r.c:.:.':o.l~ t l :<·=-~t< ( l:"o t Based on the Score Sheet, Site A is intended to have a T ~ ·~· ~y t~:~ll"'""':';teo, 'floWC)J-f:'eon"Q"C';.•Y~ ,. . ·:- ..:. green roof (Score C.2). However, alternative methods to •.r:v.:...... , ...;rv~r.! ~~ -)O~' I·CB<~~ 11.Y.»~~~.-"l"':-.t- r--;- achieve an equiv.tllent score -..vill be considered if a green r1C"~" :rw,-11)' -J?~~ ':"H-:{ ';I" ao:.·; ,,.....,... --;- -.~ ··- r "·"" r.·~ }.JX·~ roof crea.tcs a structural hardship. ~,~• .;-~=~L:.:J') ~~.o.tJ.~v.'t:;..•"o:o GREENSCAPE f f'(IP:.'«f tcr ~~(/WQ:~"~t-ftll 'o:::=:J :..~.~ :•. -;•:) :..1~ 11" • ~t.,..,;. !" •I'1.=U'""~ • ~.".l:'...::l&l.:-:l"'-=:l.>l:'ro)"-"1o~~· GREEN BUILDING REQUIREMENT C. Cot-.r.-,f:f;

•:0...., ...-:._~;;~~~~o.VIA'd'::-:w:::- , ~:rt~ While not a ween Factor requirement, developers will be required by Sound Tran.;t to meet or exceed green c-.-.•r"0.11.o:::oio-"'7C""'"··~.....r> building standards. Sound Transit TOD projects must meet at minimum the LEED Silver/Evergreen Standard equivalencies. Bonus points in the RFQ/P process "ill ( --~ldltf·~ be considered for developmeat projects proposing to .""""""""""'"' exceed the minimum green building standards. ~::..=.....:-~ .....1~~-'i'lle3::~ .. .,~:!!l.:. ... ~.:..-c:c;.;.:.:r·~ ....

~~~;a.. -.-.o -.ai~A&A :'C' clrv;;#., ;r.. •• SUSTAINABLE DESIGN~~

GSLNc:l:lal'loOW~ The recently released Capitoli-Iill Eco-District report outlines strategies and considerations aay developer · -~ should evaluate in pursuing sustainable building ~4-lr::Jo:I""~O'r'.....-: .. ~~r-c--

practices, such as participating in the Seattle 2030 l,..!n-~:.W::~10ft.: ... .il~X. .. ;:)4!' 1 o.alll{"r'l"'~:"<'t'O;. I •~' '"Y:.(J;II":!'J • n.. • Jir.-.-..-:~-.- District and pro<~ding for district approaches to energy and ,-va.rcr management. l.L>~·...... :;.,\'l ~')l'll"'¥-' o.Y-~ i'"~<=",1'1:r;r.,7fo:•;:a:.;v.~;.~

~~~-·~r..-.;r.l"..-~::...>•r...... ,~~

Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 a:J' SOUNDTRANS« Green Factor 11 Exhibit 2 to Exhibit A. Capl.iol Hill Light R.:W Slal.ion Sites Development AgC\..>-emc:nt

~~I Q.. ... :::2 ~ \. -~ V:messa Munlock DPD Capitol Hill Light R.:lil Stalion Sitos Development Agreement oad Sito-speci.lio Design Guidelines EXH 2 May7.2013~~

PUBLIC BENEFIT & URBAN DESIGN FRAMEWORK VISION PUBLIC BENEFIT -, Sound Transit TOD policy eoCOIIr.lg"S the agency to demonstrate good transit-oriented design and land use mixes appropriate to their setting, transit mode, sr md II!llrket conditions. An approved Development Agreement would create appropriate regulations, to be further guided by encumbrances and design guidelines by way of this Coordinated Development Plan and City-adopted new commUDi.ty design guidelines that will apply to the TOD sites. - ' I -·- 1 - ~ ~J In response to the above policy, the public benefits shown in the COP are voluntary on Sound Transit's part. They exceed any public benefits provided by recent Broadway developmenc;, and are not those typically required by City development regulations.

The centerpiece of good transit-oriented design are those amenities that encounge place making and active spaces. Sites A and B, that could accommodate the popular and vibrant Broadway Farmers Market. As previously described, additional public benefits include bicycle puking in e.'

These enhancements, inspired by the UDF, are beyond those typically provided by new development projects. Superior public accessibility occurs east to west on the main station block, through the Site A and B-South buildings, along the eastern facade of Site A, and the full length of Nagle Place &tension, linking East John and Denny Way, and Broadway and 10th Avenue. The building pass-throughs, plaza and Nagle Pbce E...... -rension, while private property, will be encumbered by Sound Transit for managed public use. Design and materials coordinarion will occur at the interface of Nagle Place &tension, the plaza and ~ I I - -r----1· --,-- the Denny Way Festival Street.

~~Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 ,.SouNDTRANslr Public Benerd 12 E:~~

The Capitol Hill Light Rail Station TOD Sites Urban Design UOF VISION ELEMENT$ F=ncwork (UDF) embodies a considerable community effort to create a vision for Sound Transit's future development sjtes. 0 ~ ... ;.,~l·,.c;v.-nr<1~~~~t.1il\' Ku·... -.;o:to r.l.u .... r:-.h;~;;c:-.;. In n:>ponse to that effort, this Coordinated Development Plan Ui ;.su~~n:::"L r.. :.c ·.-.i',ll ·;.o.d~ has endeavored to incorporate numerous design clements and :.:...::n.-~'\JJ¢:1 suggestions to be implemented through the Dc... -clopmcnt 8 5t:x:;:.J.• G.;:r~n.: c-....~ ani ~ch i\gtccmcnt ,4.·,~·1"'.JJO: L..r"~t €) ,!:.;.'-,ji:..ctN ::~,.~~Loy ~:l..' .:!:~~:c: ·"1 ~'$.· :'\; Major subjects addressed in the UDF include: streetscape 0 ~.~ic:-l;:o;l '""" }"· :C~J'' design. site plan hierarchy, the inclusioo of affordable housing, 0 ~=t:-!e ~-.:.:~!}w.-:t: q~ lower than standard parlcing ratios, inclusion of community and !.U:-:~ commercial space, incrczcd dcnslty, sus tUnable development 0 <:- ~~r. ru:: 5.1i<,.-.~ pr.1ctices and improvements for both bicycle :md pedest:ri= e 9 ~W·•~IT..t·:<:.l&.'l;:Jiu!i!A J.CCCSS. :-..;-,.:/.:to rae: .~!.:.~ :tt""Jrr;~i.l: · "71J.,.t:me:r.:; Specific recommendations :Uso address the creation of a fcstiv:al 0 c~~l·ll:i..J] .~~~ i~:~n:..a.:; .=:rc.dw.:y street on Denny~ limited auto access to the main station site~ e f,:t:;-rj,a::,!.; l ,;:o,.~"::J r~I.W(•m!.lt: widened sidc\valks on Broadw:1y, and the creation of a private ·• rr.it's \l) ~C·1r~~ r:1a2,; inf •llC.",::rr-<--:1 "(.o't.Ui~ CDP includes pcovisions for all of the clements. ~ Ccr.J~n c...- ~l !lf' hl-' H-.t:. ... ll itt-=-=t The l'DF recognizes the importance of traffic circulation in the ~ :::c~.r.ert:!;=.gl t' FiJ(~ i:.~1)4Q..~ tO neighborhood and to the sites, calling for limil:l; to auto access~ ~ ~·.•;,qr:t:~ 'S:it!'(': lU 8\.'t!n CIC.!.."lTlt:r.: cf ·.cr1 ~-.:curt· :reduced parking ratios~ and no cue-through tr:J.f:fic on N~c EG lC\hJI(.:ll!.~l!:..~l~l"~~ Place E.'\.Lr:nsio~ among other suggestions. Non-motorized :ro:-J:Il\J:.YI ~Uii'S~ Jt»;>~· r.r.'c,:o access is strongiy advocated; the imporomcc of plaza access, ·:-.11 ;.r,(.:,'C";O:'IP';:Jri bicycle parking, and the pass-tluoughs ace reflected in this Plan. (ID ~:·~:.·~':Jl~C1 p'.l.=':II)>?.Or. l~fl ,r.·,..-t:t..--eE:sst The aforementioned coordinated approach for sustainable •l:.1 (¢Y.lfl1/_.otl$. ~o?IC:Il' 1 0:: o~S'~

~~This Plan b:llanccs and achieves many of the UDF's rccommc:ndcd features.~~

~~Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T SOUNDTRANSIJ' E~bHc9.~C!R e~~fl.rJ !r!m.!rtv2!l~. AgJl ,..,---....~~

~~' ~~:;:l :;;;_~' 0"' I '~'""' ' Vanessa. Murdock f[~f.lfeOO~' ~~~~[jt'Afi'Q~'iStl~ment 311d Site-specific Design Guidelines EXH 2~~

This Plan prm.;des a coordin:tted approach to vehicular traffic circulation, ensuring adequate site access and egress for vehicles, r-·-l- wb.ile minimizing conflicts with other modes of traYcl. This t is important in the dense urban ncighbothood setting of the I ~...... I Capitol Hill Station where there will be a combined subst:l.lltial I . - ~ increase in transit service (regional light ru1 and local street car), 5 and in the conte:\"'t of the needs of e~ting Yt!hicular rraffic. Ill _ U . _ _j . j [ Compared with the: former built C.."D\o-ironmcnt, the: new L development will create greater demands on the c.-cisting street system and its functionality due to a subst:aoti:sl increase in density. Also affecting this ncighbod:10od cinculation will be 8roadLvayA~~eJ~ue the East Denny Way Festiv-al Stree~ altetinguse as an cast-west neighborhood connectiotL The addition of the street car on Broad-.•ay, with curb parking eliminated will be major changes. The additioool residential tenants and >chicles associated with rcdcvclopmcnt, along with the City's strcetscapc changes to r·- Broadway~ W1ll occur in an environment changed by years of light rail. and street o.r construction. E>cn ·with these changes, Sound Transit's 2011 traffic analysis 1 for the TOD sites and immediate neighborhood indicated no significant impact based on the planned development. New travel circumsbnces and patterns will occur with the completion of the station, the subsequent dcvclopm<..-nt, and n<..'W t:ransit service. I --- __...~- - ~ Thoo.,..,_,..,._,'='•'->'-P""'""fu

Sound Traruir will retlln a.ccess to its facilities for planned :a.nd emergency ro:llntcnance via the phza and NPE. As allowed by the approved station MUP, agency parking will be provided adjacent the eastern wall of the North hcadhouse (h>.rched area).

Implementing the coordinntcd ciJ:culation plan ensures nc::ighborhood vehicular accessibility that contributes to an overall sense of place, functionality and development continuit): Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 V SOUNDTRANSIT Vehicular Access 14 Exhibit 2 to Exhibit~ Captiol Hill Ligbl R.Jil Station Sites Development Agreement

~~-·-.....~~

~ ~~~-~\./ \ ~ VanCSS::J Murdock DPD C::~pitol Hill Lisht Rail Sution Sites Development Agreement 3lld Site-specific Design Guidelines EXH 2 May 7.2013 VEHICULAR GARAGE ACCESS ·- ·, I Vehicular g:=ge access is a fundamental development right for each site, central to their functional and fin~cial success. At each site, a below-gtade parking option I - ~ must be provided to respond to the market and service ~J ~ I requirements, such as garbage removal The access points, tJ u .-=- i L garoge access must address site constraints based on the ""' location of transit facilities, limited points of site access, the Broadway Av~ue economics of underground parking, the surrounding street grid, and the individual and combined uses of the Denny ~-:- Festival Street and the Nogle Place E'--ccnsion. - · " ==::; :w it Site A parking garoge access is from Nogle Place Extension r-·- (NPE), adjacent to the site's retail and service loading dock. Access and egress will be to and from Nagel Place, Denny Way, and East John Street. For days and times the plaza or festival street is in use, vehicular traffic on the south end of NPE will be restricted by the property owncr. North cod 1 access for Sites A. B-North and South will occur on NPE.

Sites B parking access is required to be off 1Oth Avenue l East because it is more efficient, costs less than access off Nogle Phce Extension, and avoids vehicular conHicts with NPE pedestrians, bicyclists, plaza activities, and with Site A service delivery requirements. I l. Site C's required curb cut has only one feasible location, access from Nagle Place. Simihu:ly, SiteD is constrained to . l a single curb cut location on Broadv;ay that will be fronted with the Fir.>t Hill Street Car Station track, potentially ~ creating a temporary blocking of the curb cue due to transit operations. That conflict will be resolved wheri the street car e'--pands northward on Broadway. r N-? -----.._, ~~~-

~~Capitol Hill Transit Oriented Development Coordinated Development Plan • May 2013 T SOUNDTRANSIT E.~bit 2 to E."~~

~~...... --.., t'~;:!~ 1 ~ ~ ..-.. ... ,~_: V ;messa Murdock DPD Capitol Hill Light R.:ill Sblion Sites Development Agi=Jllent :md Site-spec:ific Design Guidelines EXH. 2 May 7.2013~~

GARAGE PLANS SITE D Capacity E>.-plicit g.=gc plans have beeo prepared to understand B-1 - 22 spaces S!Tf= the feasibility, constraints, IDd potential capacity for each Total 22 spaces site. The parking space counts in the below bblc arc a conservative indication of how the market might respond, Ramp as opposed to any required minimum or ma.ximum.. down to Underground parking will be a considerable e>.-pense to parlcing developers. However, the City bas no minimum parking requirement.

,; There is the potential for developer to work together to Broadway create a pooled approach to site parking, as no one :cite can exceed a residential ratio of .7 stalls per unit. In addition. ,-. there is the requirement that parking stalls be unbundled SITE C Capacity >. .~c, . .._ from all affordable housing unit rents. B-1 - 26 spa~s c ,, c S!TE ;-:..._ Total 26 spaces S!Tl=

Sites B-North and B-South will share a parking garage Is··~ ':' . J1 -1='"- entrnnce off a 1Oth Avenue curb cut splitting the property ~ boundary. Each developer will determine the parking Nagle-pJa.ce ---= required, within the overall average of .7 stalls per ~ ...... ~ "" N-? residential unit. This concession to :1 single curb cut creates ...__~.., -. the potential that the Site B owners may cooperate to find the most efficient aod cost-effective way to build, and perhaps share, parking. Sites C aod D have below gtade constraints making a .7 ratio unlikely. SITE CAPACITY TOO SCENARIO (Based on Feasibility Analysis) (Based on 0. 7 Residential Rqatio Sound Transit's preferred TOD rntio of .7 spaces per residential unit was not a factor in i:he market rate feasibility ~irr Ar 1 Rr z Elr j I run! R..-c 'mit:c Rrmil Rec- R;:nio TOP Ratio Rcy Spaces @ 7 E-rress /C"...,p (1) Spaces AyauaNc (2) analysis. It is possible that site constrnints and cost will A 67 70 73 210 132 78 1:1 0.7 92 "1 18 118 reduce the preferred ratio. Tbe requirement to unbundle B North 38 45 83 86 (3) 1:1 0.7 60 23 23 parking cost from afforcWJle unit rents may further B South 38 45 83 85 1:1 0.7 60 24 24 reduce residential parking availability. Sound Transit -..ill c 26 26 94 027 0.7 66 -40 D ?? ?? 4.4 0 5 -9 encumber all the TOD parcels to prevent on-site parking 07 31 Total 424 441 78 309 being used for transit park and ride purposes, or multi-hour commercial parking. (1) "Excess/Gap"= Total Capacity- Residential Spaces @0.7

~~Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 SOUNDTIWISIT T E.,;hibit 2 to E.wbitA, Captiol Hill Li'ii!flf!Jlfl.?o!CJlJ,'!, Agrl~~~

~~1~~"=- ~ ...-; ... ·~ ::2 , ~~ · VaucssaMurdocl: DPD Capitol Hill Ligjlt Roil Stllion Sites DevelopQlent Agreemelt arul Site-spcci.lic Dcsigo Guidelines EXH 2 GARAhE PLANS~~

~~,., ....,."""" -f'\r:~ ·' --····fif..=.-...... ·-:-::- " ~~~

~~; l ,...... , il ..- · -~~~= ! ------. .------=-.- .:- .;._ _, . ., ~~~ ,..,., ~~ !!:';!:-""""""'"'====-- .,_..,.,~~

~~B-1Level B-2 Level 8-JLevel~~

~~Capitol Hill Transit Oriented Development Coordinated Development Plan - May 2013 T SOUNDTilANslf E.-d!ibit2 toEl~~

~~Comparable Sales Data~~

~~LAND SALE NO. 1~~

Property Identification Property ID 42957 Property Type Mixed Use Land Property Name Piecora's Pizza (Former) Address 1401-1409 E. Madison Street City, State Zip Seattle, Washington 98122 County King Tax ID 783680-0025 Latitude and Longitude 47.613763 -122.313954

Sale Data Seller Madison Union LLC Buyer EQR-Madison Henry LLC Sale Date 04-01-2014 Sale Price $10,290,000 Analysis Price $10,290,000 Deed Type Warranty Deed Reference No. 20140401000258 Property Rights Fee Simple Transferred Verified By Greg Goodman Verification With Public records, CoStar, DJC Verification Date 06-25-2014

~~Land Data Land Size 0.59839 acres or 26,066 SF Topography Mostly level Utilities All available Shape Mostly Rectangular Access Direct from E. Madison and 14th Avenue Zoning Code NC3-65 Mixed use~~

~~Indicators Analysis Price/Gross Acre $17,196,057 per Acre Analysis Price/Gross SF $394.77 per SF~~

~~Remarks The property consists of a 26,066 square foot site located on the southeast corner of the intersection between E. Madison Street and 14th Avenue. The site is comprised of a single~~

tax lot that is mostly rectangular in shape and has a gradual upward slope to the east. At the time of the purchase, as well as currently, the property is improved with an older 1 story commercial structure. The structure was, however, considered to be of no contributory value with the sales price reflecting land value only. The buyer of the site intends to eventually redevelop the property with a mixed use structure comprised of multifamily units over ground floor commercial. However, no plans or permits were in place at the time of the purchase. Based on a market supported density of 150 units (250 units per acre), the sales price equates to $68,600 per potential unit.

~~Comp ID No. 42957~~

~~LAND SALE NO. 2~~

Property Identification Property ID 42958 Property Type Mixed Use Land Property Name Broadway Land Address 1158 Broadway City, State Zip Seattle, Washington 98122 County King Tax ID 197820-1295 Latitude and Longitude 47.612787 -122.320464

Sale Data Seller The Polyclinic Corp Buyer Maker Building LLC Sale Date 03-31-2014 Sale Price $6,150,000 Analysis Price $6,150,000 Deed Type Warranty Deed Reference No. 20140331001254 Property Rights Fee Simple Transferred Verified By Greg Goodman Verification With Public records, CoStar Verification Date 06-25-2014

~~Land Data Land Size 0.37700 acres or 16,422 SF Topography Level Utilities All available Shape Rectangular Access Direct from Broadway and E. Union Street Zoning Code NC3-65 Mixed-use~~

~~Indicators Analysis Price/Gross Acre $16,313,127 per Acre Analysis Price/Gross SF $374.50 per SF~~

~~Remarks This property is located on the southeast corner of the intersection between Broadway and E. Union Street. The property consists of a single tax lot that is rectangular in shape, level~~

and contains 16,422 square feet. At the time of the purchase, as well as currently, the property is improved with a 1 story, 16,422 square foot retail structure. Subsequent to the purchase, the buyer submitted an application to convert the structure from retail to a restaurant/brewery. Nonetheless, and when taking into account the age, condition, and quality of the structure, as well as the site s size and underlying zoning, the building is considered to be of no contributory value. Based on a market supported density of 94 units (250 units/acre) the sales price equates to $65,624 per potential unit.

~~Comp ID No. 42958~~

~~LAND SALE NO. 3~~

Property Identification Property ID 42959 Property Type Mixed Use Land Property Name Avalon Bay (Former Phil Smart Mercedes) Address 600 E. Pike Street City, State Zip Seattle, Washington 98122 County King Tax ID 880490-0390, 880490-0360 Latitude and Longitude 47.614305 -122.324138

Sale Data Seller 600 E. Pike LLC Buyer AVA Capitol LLC Sale Date 12-20-2013 Sale Price $20,000,000 Analysis Price $20,000,000 Deed Type Warranty Deed Reference No. 20131220000848 Property Rights Fee Simple Transferred Verified By Greg Goodman Verification With CoStar, Public Records, DPD, DJC Verification Date 06-25-2014

Land Data Land Size 1.10190 acres or 47,999 SF Topography Mostly level Utilities All available Shape Irregular Access Direct from E. Pike Street, E. Pine Street, Belmont Avenue and Boylston Avenue Zoning Code NC3-65 Mixed-use

~~Indicators Analysis Price/Gross Acre $18,150,385 per Acre Analysis Price/Gross SF $416.68 per SF~~

~~Remarks This is the purchase of a 47,999 square foot site located along the east side of Belmont~~

Avenue and stretching from E. Pike Street to E. Pine Street. The property also includes a small lot extending east to Boylston Avenue. The irregular shaped site has a generally level topography. At the time of the purchase, the property was improved with multiple older buildings, many of which were historically utilized as Phil Smart Mercedes. The structures were considered to be of no contributory value and have since been removed to make way for redevelopment. At the time of the purchase, the property had received approvals for the development of the site with a 7 story mixed use building containing 285 units over 20,000 square feet of street level retail and 300 underground parking stalls. It is noted, however, that the buyer in the transaction applied and paid for the entitlements. As of the date of this report the development is underway. The development is required to keep the facades of the prior buildings. In addition, the site is being developed around the remaining parcels that comprise the overall block, which are improved with various multifamily and commercial structures. The sales price equates to $71,175 per unit.

~~Comp ID No. 42959~~

~~LAND SALE NO. 4~~

Property Identification Property ID 42960 Property Type Mixed Use Land Property Name Broadstone Address 1414 10th Avenue City, State Zip Seattle, Washington 98122 County King Tax ID 600350-0055, 0060, 0065, 0070, 0135, 0140, 0150 Latitude and Longitude 47.613175 -122.318688

Sale Data Seller Jacobsen Family LLC Buyer Broadstone Capitol Hill Venture Sale Date 07-12-2013 Sale Price $17,920,000 Analysis Price $17,920,000 Deed Type Warranty Deed Reference No. 20130712001272 Property Rights Fee Simple Transferred Verified By Greg Goodman Verification With Brian Jacobsen, seller Verification Date 06-25-2014

~~Land Data Land Size 1.01077 acres or 44,029 SF Topography Level Utilities All available Shape Rectangular Access Direct from 10th Avenue, 11th Avenue and E. Union Street Zoning Code NC3P-65 Mixed-use~~

~~Indicators Analysis Price/Gross Acre $17,729,111 per Acre Analysis Price/Gross SF $407.00 per SF~~

~~Remarks This property consists of a 44,029 square foot site located on the north side of E Union Street, between 10th Avenue and 11th Avenue. The site is comprised of seven separate, but~~

contiguous tax lots that together produce an overall site that is rectangular in shape and generally level. The property was improved with numerous older commercial structures at the time of the purchase. These buildings were, however, considered to be of no contributory value and will mostly be removed to make way for redevelopment of the site. In this regard, the site received approval for the development of a 7 story mixed use building prior to the sale. The structure will include 249 residential units over 14,000 square feet of street level retail space. Plans for the project include the incorporation of the exterior facades of three existing commercial buildings on the site. A retail plaza will be developed adjacent to the street. Furthermore, the main residential lobby, which will be accessible from 10th Avenue, will be setback 25 feet to allow for the creation of an additional plaza area. As of the date of this report, the project is under construction. The sales price equates to $72,258 per unit

~~Comp ID No. 42960~~

~~LAND SALE NO. 5~~

Property Identification Property ID 42962 Property Type Mixed Use Land Property Name Former Undre Arms Site Address 1111 E. Union Street City, State Zip Seattle, Washington 98122 County King Tax ID 925690-0020, 322504-9001, 322504-9013 Latitude and Longitude 47.612745 -122.317587

Sale Data Seller Union and Madison LLC/11th and Madison LLC Buyer Seattle Madison LLC Sale Date 08-07-2012 Sale Price $8,100,000 Analysis Price $8,100,000 Deed Type Warranty Deed Reference No. 20120807001299, 20120807001300 Property Rights Fee Simple Transferred Verified By Greg Goodman Verification With Public Records, DPD, DJC Verification Date 06-25-2014

Land Data Land Size 0.40569 acres or 17,672 SF Topography Level Utilities All available Shape Triangular Access Direct from E. Union Street, E. Madison Street and 11th Avenue Zoning Code NC3P-65 Mixed-use

~~Indicators Analysis Price/Gross Acre $19,965,836 per Acre Analysis Price/Gross SF $458.35 per SF~~

~~Remarks This triangular shaped site is located at the intersections of E. Madison Street and E. Union~~

Street and extending east from 11th Avenue. The property, which consists of three separate, but contiguous tax lots, contains 17,762 square feet. At the time of the purchase, the property was improved with an older apartment complex and separate commercial structure. These buildings were considered to be of no contributory value and have since been removed to make way for redevelopment of the site. The proposed redevelopment, which had received approvals prior to the sale, consists of a 6 story mixed use building comprised of 105 units over 8,116 square feet of retail and 77 underground parking stalls. The sales price equates to $77,143 per unit.

~~Comp ID No. 42962~~

~~LAND SALE NO. 6~~

Property Identification Property ID 42961 Property Type Mixed Use Land Property Name Former Capitol Hill BMW Address 714 E. Pike Street City, State Zip Seattle, Washington 98122 County King Tax ID 880490-0215, 0230, 0185, 0190, 0205, 0535, 0540 Latitude and Longitude 47.614349 -122.322703

Sale Data Seller Pyrde Johnson Pike/Pine LLC Buyer Seattle Core Development Site 1 LLC Sale Date 03-22-2012 Sale Price $14,870,404 Analysis Price $14,870,404 Deed Type Warranty Deed Reference No. 20120322000278 Property Rights Fee Simple Transferred Verified By Greg Goodman Verification With Public Records, CoStar, DPD, DJC Verification Date 06-25-2014

Land Data Land Size 1.24297 acres or 54,144 SF Topography Mostly level Utilities All available Shape Irregular Access Direct from E. Pike Street, E. Pine Street, Boylston Avenue and Harvard Avenue Zoning Code NC3-65 Mixed-use

~~Indicators Analysis Price/Gross Acre $11,963,558 per Acre Analysis Price/Gross SF $274.65 per SF~~

~~Remarks This sale consists of the majority of the block located between E. Pike Street, E. Pine Street,~~

Boylston Avenue, and Harvard Avenue. The property is comprised of a seven separate, but contiguous tax lots that comprise an overall site that is irregular in shape and contains 54,144 square feet. At the time of the purchase, the property was improved with various older structures that had historically been utilized as a BMW dealership. However, the structures were considered to be of no contributory value with the sales price reflecting land value only. The buyer purchased the site a few days prior to a scheduled foreclosure sale. Furthermore, and as a result of the property s historic use, there was some potential for soil contamination. Subsequent to the purchase, the buyer received approvals for the development of the site with two 7-story mixed-use buildings containing 270 multifamily units, 6 live-work units, 19,090 square feet of street level retail, and 225 underground parking stalls. The plans call for the two separate buildings to be separated by mid-block walkways and a central courtyard. The walkways will connect all four streets that surround the block. The development will keep the facade of the BMW showroom building. There will also be a public plaza in front of the former showroom building. In addition, the site is being developed around the remaining parcels that comprise the overall block, which are improved with various multifamily and commercial structures. The sales price equates to $55,076 per unit.

~~Comp ID No. 42961~~

~~Qualifications~~

~~Qualifications of Gregory L. Goodman, MAI~~

Experience Principal of Allen Brackett Shedd. Involved in the real estate field since February of 1999. Appraisal experience includes a wide variety of appraisal assignments, consisting of vacant and improved commercial, industrial, residential and mixed-use properties. Examples of the wide variety of properties appraised include: large scale mixed-use projects comprised of retail, office and residential uses, subdivisions, sensitive area properties, rail and utility corridors, lake bedlands, shopping centers, auto dealerships, as well as more typical commercial, industrial and residential improved properties.

Valuations have been performed for acquisitions in fee, leased fee and leasehold interests, as well as various partial interests including conservation easements, utility easements, subsurface easements and air rights easements. Numerous appraisal assignments performed have been associated with condemnation of all or a part of a property and involved mediation and other litigation support work.

~~Appraisal assignments include work throughout the Puget Sound Region, including King, Pierce, Snohomish, Kitsap, Thurston, Whatcom, Skagit, and Island Counties.~~

~~Professional Affiliations Member, Appraisal Institute. Received MAI designation May 12, 2008 Member of the International Right-of-Way Association~~

Education University of Washington, Seattle, Washington: BA Degree in Business Administration with concentrations in Finance and Information Systems, December of 1998. Have completed all appraisal courses required for MAI designation. Additional seminar and continuing education includes:  Appraisal Institute: Basic and Advanced Condemnation courses  Appraisal Institute: UASFLA (Yellow Book) course  Appraisal Institute: Attacking and Defending an Appraisal in Litigation  Appraisal Institute: Valuation of Easements and other Divided Interests

Representative Client List: Government/Public Agencies City of Auburn City of SeaTac City of Bellevue City of Sumner City of Bellingham City of Seattle City of Bothell City of Tukwila City of Edmonds City of University Place City of Everett Covington Water District City of Kent Edmonds School District City of Kirkland Jefferson County City of North Bend King County Dept. of Transportation City of Puyallup King County Open Space City of Redmond King County Public Works City of Renton Monroe Public Schools

~~GREGORY L. GOODMAN, MAI (cont.)~~

Government/Public Agencies (cont.) Pierce County Public Works Seattle Public Utilities Port of Seattle Shoreline Public Schools Renton Housing Authority Sound Transit Seattle Housing Authority US Army Corps of Engineers Seattle Monorail Project US Navy Seattle Public Library Washington State Dept. of Transportation Seattle Public School District Woodinville Water District

Attorneys-at-Law Cairncross & Hempelmann Perkins Coie Davis Wright Tremaine Riddell Williams Foster Pepper Short, Cressman & Burgess Graham & Dunn Stella Pitts and Associates Hanson, Baker, Ludlow & Drumheller Tousley Brain Stephens K&L Gates Washington State Attorney General’s Office Lane, Powell, Spears & Lubersky Williams & Williams Lasher, Holzapfel, Sperry & Ebberson

Private Sector Burlington Northern Santa Fe McDonald’s Corporation Cadman, Inc. Nature Conservancy Cascade Land Conservancy Newmark Realty Capital Certified Land Services New Ventures Group Clise Properties Inc. Palmer Coking Coal David Evans and Associates Pharos Corporation Deposit & Associates Port Blakely Communities Development Services of America Puget Sound Energy Evergreen Center Associates Puget Western Greenwell/Renton LLC Quadrant Jefferson Land Trust San Juan Preservation Trust Johnson Underwood Properties Seattle Art Museum Kittitas Conservation Trust Seattle Pacific University Lakeside Industries Staubach Lynden Incorporated Stellar Holdings, Inc. Master Park

~~Financial Institutions Anchor Savings Bank Toyota Financial Services Bank of America Sterling Savings Bank Charter Bank Union Bank Frontier Bank US Bank Timberland Bank~~

~~State Certification Number – General: 27011-1101089 Expiration: 12/02/15 (Revised 12/13/11)~~