City of Bellevue, Development Services Department P.O. Box 90012, Bellevue, WA 98009-9012 (425) 452-6800 Fax (425) 452-5225

SEPA Environmental Checklist

Purpose of checklist: Governmental agencies use this checklist to help determine whether the environmental impacts of your proposal are significant. This information is also helpful to determine if available avoidance, minimization or compensatory mitigation measures will address the probable significant impacts or if an environmental impact statement will be prepared to further analyze the proposal.

Instructions for applicants: This environmental checklist asks you to describe some basic information about your proposal. Please answer each question accurately and carefully, to the best of your knowledge. You may need to consult with an agency specialist or private consultant for some questions. You may use “not applicable” or "does not apply" only when you can explain why it does not apply and not when the answer is unknown. You may also attach or incorporate by reference additional studies reports. Complete and accurate answers to these questions often avoid delays with the SEPA process as well as later in the decision-making process.

The checklist questions apply to all parts of your proposal, even if you plan to do them over a period of time or on different parcels of land. Attach any additional information that will help describe your proposal or its environmental effects. The agency to which you submit this checklist may ask you to explain your answers or provide additional information reasonably related to determining if there may be significant adverse impact.

Instructions for Lead Agencies: Please adjust the format of this template as needed. Additional information may be necessary to evaluate the existing environment, all interrelated aspects of the proposal and an analysis of adverse impacts. The checklist is considered the first but not necessarily the only source of information needed to make an adequate threshold determination. Once a threshold determination is made, the lead agency is responsible for the completeness and accuracy of the checklist and other supporting documents.

Use of checklist for nonproject proposals: [help] For nonproject proposals (such as ordinances, regulations, plans and programs), complete the applicable parts of sections A and B plus the supplemental sheet for nonproject actions (part D). Please completely answer all questions that apply and note that the words "project," "applicant," and "property or site" should be read as "proposal," "proponent," and "affected geographic area," respectively. The lead agency may exclude (for non-projects) questions in Part B - Environmental Elements –that do not contribute meaningfully to the analysis of the proposal.

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A. Background [help]

1. Name of proposed project, if applicable: [help] REI Development at the

2. Name of applicant: [help] Wright Runstad & Company

3. Address and phone number of applicant and contact person: [help] Cindy Edens, Wright Runstad & Company, 1201 Third Avenue, Suite 2700, Seattle, WA 98101, (206) 447-9000

4. Date checklist prepared: [help] March 22, 2017

5. Agency requesting checklist: [help] City of Bellevue

6. Proposed timing or schedule (including phasing, if applicable): [help] Construction of the proposal is expected to begin in spring 2018 with completion in 2020.

7. Do you have any plans for future additions, expansion, or further activity related to or connected with this proposal? If yes, explain. [help] The proposal is within Phase 3 of the Spring District, per Master Development Plan (MDP) Revision approved January 13, 2017. Future development connected to this proposal includes the full build-out of the Spring District, in accordance with the MDP.

Future development will be completed in phases, generally moving from the south to north of the Spring District property. These phases are generally described next.

 Phase 1A-1E – this project area includes the southern 14 acres of the Spring District. The site infrastructure, park on Tract C and residential development on Parcels 18-21 is generally complete. In addition, the GIX Building on Parcel 14 is under construction and an office building and brewpub on Parcel 12 is under Design Review. Parcels 13, 16 and 24 are commercial parcels to be developed during this phase, while Parcels 17, 22 and 23 are residential parcels. Additional park spaces to be constructed in this phase include Tracts K, G and J.  Phase 2 includes City roadway improvements (NE Spring Boulevard) and the arrival of the Light Rail Transit (LRT) station;  Phase 3 includes this proposal, including commercial buildings with retail space on Parcels 7, 9, 11, and a private yard space on Parcel 15. The development of Parcel 3A, a commercial building site, is also within this phase, but not part of this proposal.  Phase 4 adds a landmark hotel that will provide an additional entry to the LRT station;

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 Phase 5 adds development north of NE 16th Street including residential and office/retail space;  Phase 6 adds the final office building and residential complex on the north side of the property.

Each phase of development will go through Design Review with the City of Bellevue and is subject to applicable regulations and policies in effect at the time of application.

8. List any environmental information you know about that has been prepared, or will be prepared, directly related to this proposal. [help] An FEIS for the BelRed Corridor Project was issued by the City of Bellevue in July 2007. The FEIS designates a Preferred Alternative, identified by the BelRed Steering Committee in May 2007, which would increase density in the western half of the BelRed Corridor by including three closely spaced development nodes in the vicinity of Overlake Hospital Medical Center (OHMC), 122nd, and 130th Avenues NE.

9. Do you know whether applications are pending for governmental approvals of other proposals directly affecting the property covered by your proposal? If yes, explain. [help] No known applications.

10. List any government approvals or permits that will be needed for your proposal, if known. [help] In addition to the Design Review in accordance with the Master Development Plan, the development will require a Critical Areas Permit for the removal of the man-made steep slope on Parcel 7. Other required permits include Clearing & Grading, Utilities, and Building and associated permits. The proposal site will be covered under a Washington State Department of Ecology NPDES Permit.

11. Give brief, complete description of your proposal, including the proposed uses and the size of the project and site. There are several questions later in this checklist that ask you to describe certain aspects of your proposal. You do not need to repeat those answers on this page. (Lead agencies may modify this form to include additional specific information on project description.) [help] The proposal site is 7.5 acres and includes the construction of two buildings: the Main Building on Parcels 9/11 and the West Building on Parcel 7 as well as a private outdoor space on Parcel 15. The Main and West buildings are described below.

- Main Building: A five-story building with approximately 310,000 NSF of office, 10,000 NSF of retail and one level of subgrade parking accommodating approximately 205 vehicles.

- West Building: A one-story public market (approx. 10,000 NSF) with two stories of office space and private fitness center (approx. 35,000 NSF) and four levels of subgrade parkings. The parking garage will accommodate approximately 675 vehicles.

In total, the Main and West buildings will have approximately 345,000 NSF of office space and 20,000 NSF of retail. In addition, Parcel 15 will be a private “yard” space for office space users, with hardscape/landscape and pedestrian facilities.

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The construction of the building on Parcel 7 will require the removal of a man-made steep slope on-site. The parking garage will be built into the hillside, thereby performing a retaining wall function and eliminating the steep slope condition. This steep slope removal requires a Critical Areas Permit, which is being reviewed concurrently with this environmental review. See accompanying Critical Areas Memo and Geotechnical Report (Hart Crowser, 2017).

12. Location of the proposal. Give sufficient information for a person to understand the precise location of your proposed project, including a street address, if any, and section, township, and range, if known. If a proposal would occur over a range of area, provide the range or boundaries of the site(s). Provide a legal description, site plan, vicinity map, and topographic map, if reasonably available. While you should submit any plans required by the agency, you are not required to duplicate maps or detailed plans submitted with any permit applications related to this checklist. [help] The Spring District, Bellevue, King County, WA. 1209 124th Avenue NE, located to the North of NE 12th Street, East of 120th Avenue NE, and West of 124th Avenue NE. King County Parcel number 7933300000.

B. Environmental Elements [help]

1. Earth [help]

a. General description of the site: [help] (select one): ☒Flat, ☐rolling, ☐hilly, ☐steep slopes, ☐mountainous, other: Click here to enter text.

b. What is the steepest slope on the site (approximate percent slope)? [help] There is a man-made steep slope on the west side of the proposal, on Parcel 7. The construction of the building on Parcel 7 will eliminate the steep slope condition on-site. The remainder of the proposal area is flat and consists of asphalt and concrete slabs, which were the floors of warehouses and buildings on-site for more than 50 years.

c. What general types of soils are found on the site (for example, clay, sand, gravel, peat, muck)? If you know the classification of agricultural soils, specify them and note any agricultural land of long-term commercial significance and whether the proposal results in removing any of these soils. [help] The land has been developed since the late 1950’s and does not include any prime farmland. A geotechnical engineering report (Hart Crowser, 2017) confirms the likelihood of most of the proposal site being underlain with up to 20 feet of fill from historical regrading. The fill is believed to be very dense glacial soils typically consisting of gravelly to very gravelly, silty to very silty sand. Beneath the fill is native glacial deposits of medium dense to very dense sand and gravel and hard silt.

d. Are there surface indications or history of unstable soils in the immediate vicinity? If so, describe. [help] There are no indications of or history of unstable soils in the immediate vicinity.

e. Describe the purpose, type, total area, and approximate quantities and total affected area of any filling, excavation, and grading proposed. Indicate source of fill. [help] The total area of the proposal is 326,700 SF (7.5 acres). Proposed

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earthwork includes the excavation of approximately 155,000 CY of material for construction of the underground parking garages and approximately 2,000 CY of fill. Any excavated material not used on-site will be disposed of off-site at a proper disposal site.

f. Could erosion occur as a result of clearing, construction, or use? If so, generally describe. [help] As with all construction activities, there is the possibility of erosion associated with the clearing and construction of the proposal site. The excavation and grading of the proposal area has the potential to cause erosion if construction stormwater were not properly managed.

g. About what percent of the site will be covered with impervious surfaces after project construction (for example, asphalt or buildings)? [help] Currently, the proposal site is 89-percent impervious as it is mostly covered by a warehouse, buildings and parking lot. The existing building structures will be demolished under separate permit. After construction, the proposal area will be approximately 74-percent impervious. Per the BelRed code and Master Development Plan Conditions of Approval, the Spring District site cannot exceed 75-percent impervious lot coverage site-wide. See the accompanying Impervious Lot Coverage Memo (JMJ TEAM, 2017) for an updated impervious lot coverage calculation of projects in permit review or permitted to-date within the Spring District.

h. Proposed measures to reduce or control erosion, or other impacts to the earth, if any: [help] The project proponent will prepare and implement a construction stormwater pollution prevention plan (CSWPPP) per Washington State Department of Ecology requirements and a Temporary Erosion and Sediment Control (TESC) per Bellevue City Code 23.76.

The plans will identify Best Management Practices (BMPs) to minimize stormwater flows, prevent soil erosion, capture water-borne sediment from exposed soils, and protect water quality from on-site pollutant sources. These BMPs include an erosion control plan prepared in accordance with City of Bellevue standards and the Stormwater Management Manual for Western Washington. The City of Bellevue Storm and Surface Water Engineering Standards provides guidance to prevent erosion downstream of construction sites. In accordance with the NPDES permit, a Certified Erosion Control Lead (CERCL) will be on-site during construction.

Some measures that may be implemented during construction to manage source control and runoff conveyance and treatment include: road/parking area stabilization, wheel wash, dust control, concrete handling, construction timing, erosion control fencing, outlet protection, silt fencing, sediment traps, and construction stormwater chemical treatment. Additional devices and methods may be employed to ensure the erosion potential is minimized.

2. Air [help]

a. What types of emissions to the air would result from the proposal during construction, operation, and maintenance when the project is completed? If any, generally describe and give approximate quantities if known. [help] During construction, emissions to the air will be released by construction vehicles and heavy equipment. Construction will temporarily increase dust

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and vehicle emissions near the construction area. Potential mitigation could include using BMPs to control dust, covering exposed soils, and requiring idling vehicles to be shut off.

Following construction, emissions from vehicle traffic within the development will be released. The BelRed Corridor FEIS (2007) predicts that as a result of increased traffic in the study area (BelRed), carbon monoxide emissions would increase by about 40 percent over the No-Action Alternative, and emissions of particulates would increase by about 30 percent. It also states these emissions are not expected to violate air quality standards. Washington State Department of Ecology (Ecology) has jurisdiction over air quality. This proposal does not trigger the need for a quantitative analysis, as the emissions are below the 25,000 MTCO2d threshold established by Ecology. See accompanying Greenhouse Gas Technical Memorandum (JMJ TEAM, 2017).

b. Are there any off-site sources of emissions or odor that may affect your proposal? If so, generally describe. [help] There are no known off-site sources of emissions or odor that would affect this proposal.

c. Proposed measures to reduce or control emissions or other impacts to air, if any: [help] The City of Bellevue imposes standard practices as part of its Clearing and Grading permit (Bellevue City Code 23.76). Mitigation will include using BMPs to control dust and vehicle emissions near the construction area. Construction vehicles will be fitted with required, factory- installed emission control devices. To reduce the potential of dust, construction accesses will be covered with rock or aggregate. Dust emissions will also be reduced during construction through the use of spray water as necessary during dry weather conditions and planting disturbed areas with erosion control seed mix as soon as is practical. Material stockpiles will also be covered or watered as necessary to control dust.

The Bel-Red Corridor FEIS states that despite the predicted increase in traffic volumes and emissions, the Bel-Red Corridor redevelopment is not likely to result in any exceedance of the air quality standards. Maintaining traffic flow will reduce vehicles idling and, therefore, reduce pollutant emissions from vehicles.

As described in the Greenhouse Gas Emissions Memorandum, the buildings will be constructed using adaptive building reuse, sustainably grown and regionally produced projects, and high-performance systems where possible. By selecting durable and less energy consuming building components, the applicant has a proven history of building sustainable, 100-year lifespan structures.

3. Water [help]

a. Surface Water:

1) Is there any surface water body on or in the immediate vicinity of the site (including year-round and seasonal streams, saltwater, lakes, ponds, wetlands)? If yes, describe type and provide names. If appropriate, state what stream or river it flows into. [help] The proposal area is more than 400 feet northeast of . Lake

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Bellevue is the receiving water of stormwater runoff from the proposal site. The proposal site is not a major contributor of flow to the lake.

Kelsey Creek is located approximately 300 feet northeast of the proposal, with portions being piped under existing development in BelRed. The proposal will not affect Kelsey Creek.

2) Will the project require any work over, in, or adjacent to (within 200 feet) the described waters? If yes, please describe and attach available plans. [help] The proposal will not require work over, in or adjacent to any waters.

3) Estimate the amount of fill and dredge material that would be placed in or removed from surface water or wetlands and indicate the area of the site that would be affected. Indicate the source of fill material. [help] The proposal will not include fill or dredge materials placed or removed from surface waters or wetlands.

4) Will the proposal require surface water withdrawals or diversions? Give general description, purpose, and approximate quantities if known. [help] The proposal will not require surface water withdrawals or diversions.

5) Does the proposal lie within a 100-year floodplain? If so, note location on the site plan. [help] According to FEMA Flood Insurance Rate Maps, Community Panel numbers 53033C0368F and 53033C0656F (eff. May 16, 1995), the affected geographic area is not within the 100-year floodplain.

6) Does the proposal involve any discharges of waste materials to surface waters? If so, describe the type of waste and anticipated volume of discharge. [help] No waste materials will be discharged to surface waters. Stormwater from pollution-generating surfaces will be collected and treated before being conveyed through approved systems that eventually discharge to Lake Bellevue.

b. Ground Water:

1) Will groundwater be withdrawn from a well for drinking water or other purposes? If so, give a general description of the well, proposed uses and approximate quantities withdrawn from the well. Will water be discharged to groundwater? Give general description, purpose, and approximate quantities if known. [help] This proposal does not involve withdrawals of or discharges to groundwater.

2) Describe waste material that will be discharged into the ground from septic tanks or other sources, if any (for example: Domestic sewage; industrial, containing the following chemicals…; agricultural; etc.). Describe the general size of the system, the number of such systems, the number of houses to be served (if applicable), or the number of animals or humans the system(s) are expected to serve. [help] This Proposal does not include the discharge of waste materials into the ground from septic tanks or other sources. The proposal will be served by the City of Bellevue’s public sanitary sewer system.

c. Water runoff (including stormwater):

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1) Describe the source of runoff (including storm water) and method of collection and disposal, if any (include quantities, if known). Where will this water flow? Will this water flow into other waters? If so, describe. [help] In compliance with the Washington Department of Ecology Stormwater Management Manual for Western Washington, the proposal is required to provide enhanced stormwater treatment of pollution-generating surfaces. Surface runoff from driveways and loading areas will be collected and treated in bioretention cells. After treatment, the stormwater will be discharged through an underdrain and leave the site through the stormwater conveyance system. The system will connect to the existing storm drainage system at 120th Avenue NE where it is conveyed to Lake Bellevue.

Non-pollution generating surfaces, including pedestrian connections and sidewalks, will be conveyed directly to the storm drainage system and are not required to be treated.

2) Could waste materials enter ground or surface waters? If so, generally describe. [help] It is not anticipated that waste materials will enter ground or surface waters associated with this proposal. As with all projects, there is a possibly of waste materials entering ground or surface waters during construction.

3) Does the proposal alter or otherwise affect drainage patterns in the vicinity of the site? If so, describe. [help] Stormwater will continue to be discharged to Lake Bellevue. Stormwater from the pollution-generating surfaces, the parking garage driveways, will be directed to bioretention cells for treatment before discharging through the stormwater system to Lake Bellevue.

d. Proposed measures to reduce or control surface, ground, and runoff water, and drainage pattern impacts, if any: [help] The proposal will comply with all applicable requirements of the Drainage Design & Erosion Control Manual and applicable stormwater manual. During construction, contractors will be required to have a Spill Prevention Control and Countermeasure Plans and a Stormwater Pollution Prevention Plan (SWPPP) in place.

The proposal is implementing enhanced stormwater treatment through the use of bioretention cells for treating stormwater runoff from pollution-generating surfaces.

The proposal is within the Lake Bellevue Stormwater Sub-basin. The Spring District, as a whole, accounts for 26% of the total stormwater runoff within the Lake Bellevue Sub-basin. While the proposal is not a major contributor of flow to Lake Bellevue, it is important to note that the proposal will not re-direct stormwater flows away from Lake Bellevue. The stormwater flow will maintain its historic pattern of entering the lake. The proposal’s construction of low impact development techniques will reduce the peak stormwater flow rates to Lake Bellevue by slowing the rate it reaches the lake while not reducing overall flow volumes to the lake.

4. Plants [help]

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a. Check the types of vegetation found on the site: [help] ☐deciduous tree: alder, maple, aspen, other: Click here to enter text. ☒evergreen tree: fir, cedar, pine, other: sequoia trees ☐shrubs ☐grass ☐pasture ☐crop or grain ☐Orchards, vineyards or other permanent crops. ☐wet soil plants: cattail, buttercup, bullrush, skunk cabbage, other: Click here to enter text. ☐water plants: water lily, eelgrass, milfoil, other: Click here to enter text. ☐other types of vegetation: Click here to enter text.

b. What kind and amount of vegetation will be removed or altered? [help] The proposal includes the removal of two sequoia trees on Parcel 7 along the steep slope running parallel to 120th Avenue NE.

c. List threatened and endangered species known to be on or near the site. [help] There are no threatened or endangered species known to occur on or near the site.

d. Proposed landscaping, use of native plants, or other measures to preserve or enhance vegetation on the site, if any: [help] The proposal landscaping includes various plantings on-site, as well as a landscaped yard block on Parcel 15. Proposed plantings include deciduous, evergreen and fruit trees, various shrubs, vines and ground cover. In addition, rooftop plantings and a pedestrian connection between Parcels 15/16 will provide additional landscaping elements.

e. List all noxious weeds and invasive species known to be on or near the site. [help] There are no known noxious weeds or invasive species on or near the site.

5. Animals [help]

a. List any birds and other animals which have been observed on or near the site or are known to be on or near the site. [help]

Examples include:

birds: ☐hawk, ☐heron, ☐eagle, ☒songbirds, other: Click here to enter text. mammals: ☐deer, ☐bear, ☐elk, ☐beaver, other: Click here to enter text. fish: ☐bass, ☐salmon, ☐trout, ☐herring, ☐shellfish, other: Click here to enter text.

b. List any threatened and endangered species known to be on or near the site. [help] There are no threatened or endangered species known to occur on or near the site.

c. Is the site part of a migration route? If so, explain. [help] Yes, however, most of Western Washington is generally located in the

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Pacific Flyway for migratory waterfowl.

d. Proposed measures to preserve or enhance wildlife, if any: [help] As there is no known wildlife on the site, no preservation measures are needed.

e. List any invasive animal species known to be on or near the site. [help] None known.

6. Energy and Natural Resources [help]

a. What kinds of energy (electric, natural gas, oil, wood stove, solar) will be used to meet the completed project's energy needs? Describe whether it will be used for heating, manufacturing, etc. [help] The proposed buildings will require electricity and natural gas energy for heating/cooling associated with office/commercial and retail use.

b. Would your project affect the potential use of solar energy by adjacent properties? If so, generally describe. [help] The proposal will not affect the potential use of solar energy by adjacent properties. The proposal will not produce shadows to the north nor shade other adjacent properties.

c. What kinds of energy conservation features are included in the plans of this proposal? List other proposed measures to reduce or control energy impacts, if any: [help] The buildings will have several low impact development features and may seek low-impact development (LID) certification. LID features may include LED lighting, sustainable or renewable materials, and the purchase of local building materials to limit truck transit.

7. Environmental Health [help]

a. Are there any environmental health hazards, including exposure to toxic chemicals, risk of fire and explosion, spill, or hazardous waste, that could occur as a result of this proposal? If so, describe. [help] There is a chance of encountering contaminated soils during excavation from former underground storage tanks on-site. As with all sites, there may be a risk of spills during construction.

1) Describe any known or possible contamination at the site from present or past uses. [help] In 2001, six underground storage tanks were removed on-site. The geotechnical consultant concluded that the removal and cleanup of contaminated soil was effective and no further regulatory action was needed at that time.

2) Describe existing hazardous chemicals/conditions that might affect project development and design. This includes underground hazardous liquid and gas transmission pipelines located within the project area and in the vicinity. [help] There are no known hazardous chemicals or underground hazards or transmission pipelines within the proposal site. The 2001 cleanup of the underground storage tanks required no regulatory action.

3) Describe any toxic or hazardous chemicals that might be stored, used, or produced

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during the project's development or construction, or at any time during the operating life of the project. [help] There are no known toxic or hazardous chemicals involved in the construction or operation of the proposal.

4) Describe special emergency services that might be required. [help] The need for special emergency services is not anticipated. The building use is limited to offices and retail uses. Facilities storing or processing toxic chemicals are not part of this proposal.

5) Proposed measures to reduce or control environmental health hazards, if any: [help] Spill Prevention and Control Plans will be utilized by contractors working on-site during construction.

b. Noise [help]

1) What types of noise exist in the area which may affect your project (for example: traffic, equipment, operation, other)? [help] Noise from nearby roadways exists, including freeways I-405 and SR-520 and arterials 124th Avenue NE and NE 12th Street. Noise from these facilities and other surrounding uses is standard roadway noise and will not affect the proposal.

2) What types and levels of noise would be created by or associated with the project on a short-term or a long-term basis (for example: traffic, construction, operation, other)? Indi-cate what hours noise would come from the site. [help] During construction, the site will produce temporary construction noise. Long-term noise associated with the proposal will be typical vehicle noise from office and retail uses. The BelRed Corridor FEIS states that long-term noise impacts from the BelRed Corridor would be similar to the No-Action Alternative (70 to 72 dBA) in areas proposed for residential development.

3) Proposed measures to reduce or control noise impacts, if any: [help] During construction, motorized construction equipment will be properly fitted with mufflers to reduce engine noise associated with short-term construction noise. No long-term mitigation is proposed as vehicle noise is typical of any development. The buildings’ usage will omit typical noise levels associated with office and retail uses.

8. Land and Shoreline Use [help]

a. What is the current use of the site and adjacent properties? Will the proposal affect current land uses on nearby or adjacent properties? If so, describe. [help] The proposal area currently contains buildings from previous industrial uses, including a warehouse, Truck Repair Shop, Recycle Building and associated paved parking lot. These buildings are being demolished under separate permit. In 2009, the proposal site was rezoned to BelRed Office/Residential (BR-OR-2), per the BelRed zoning and code ordinance Adjacent properties to the south and north are also zoned BR-OR-2.

b. Has the project site been used as working farmlands or working forest lands? If so, describe. How much agricultural or forest land of long-term commercial significance will be converted to other uses as a result of the proposal, if any? If resource lands have not been

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designated, how many acres in farmland or forest land tax status will be converted to nonfarm or nonforest use? [help] The site was likely used for agriculture prior to its development as a light industrial warehouse site in the early 1950’s. The site has been used for warehouse distribution for the last 60+ years.

1) Will the proposal affect or be affected by surrounding working farm or forest land normal business operations, such as oversize equipment access, the application of pesticides, tilling, and harvesting? If so, how: [help] The proposal will not affect or be affected by nearby farms or forest land operations.

c. Describe any structures on the site. [help] The warehouse, Recycle Building and Truck Repair Shop currently on-site will be demolished (not part of this proposal). These buildings’ demolition has undergone a separate environmental review as part of the Sound Transit Environmental Impact Statement.

d. Will any structures be demolished? If so, what? [help] No structures will be demolished as part of this proposal.

e. What is the current zoning classification of the site? [help] In 2009, the city rezoned several sites within BelRed, including the entire Spring District property. The proposal site was rezoned from Light Industrial to Office/Residential.

f. What is the current comprehensive plan designation of the site? [help] The current comprehensive plan designation is mixed-use office/residential.

g. If applicable, what is the current shoreline master program designation of the site? [help] Not applicable.

h. Has any part of the site been classified as a critical area by the city or county? If so, specify. [help] There is a steep slope on the southwest side of Parcel 7. The slope will be removed as part of the construction of the building on Parcel 7. This steep slope removal requires a Critical Areas Permit through the City of Bellevue.

i. Approximately how many people would reside or work in the completed project? [help] There is no residence use associated with this proposal. The office space is anticipated to accommodate approximately 330 workers. The retail market on Parcel 7 and retail uses on Parcel 9/11 will also have employees associated with their operations, however, the exact number is not known at this time.

j. Approximately how many people would the completed project displace? [help] The proposal will not displace any residents or workers as the proposal site does not contain any residents.

k. Proposed measures to avoid or reduce displacement impacts, if any: [help] Not applicable.

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l. Proposed measures to ensure the proposal is compatible with existing and projected land uses and plans, if any: [help] This Proposal is compatible with the City’s existing comprehensive plan and the FEIS for the BelRed Corridor Project. Alignment with these plans ensures compatibility with existing and projected land use plans. Any future development that may be proposed within the BelRed Corridor and/or the affected geographic area would be reviewed for compliance with existing regulations in place at the time of the application.

m. Proposed measures to ensure the proposal is compatible with nearby agricultural and forest lands of long-term commercial significance, if any: [help] Not applicable.

9. Housing [help]

a. Approximately how many units would be provided, if any? Indicate whether high, middle, or low-income housing. [help] No residential housing will be constructed as part of this proposal.

b. Approximately how many units, if any, would be eliminated? Indicate whether high, middle, or low-income housing. [help] This Proposal will not eliminate any housing units.

c. Proposed measures to reduce or control housing impacts, if any: [help] Not applicable.

10. Aesthetics [help]

a. What is the tallest height of any proposed structure(s), not including antennas; what is the principal exterior building material(s) proposed? [help] The proposal includes a 69-foot-high building on Parcel 9/11, and a 34- foot-high office and 24-foot-high retail market on Parcel 7.

The building design includes materials such as metal and concrete with wood accents.

b. What views in the immediate vicinity would be altered or obstructed? [help] The BelRed Corridor FEIS included a view/visual analysis component. The analysis found that taller buildings on the ridgetop location of The Spring District would be prominently visible from several public vantage points. The allowable building height in BR-OR-2 is 150-feet tall. The proposal is well below this limit with the tallest of the two buildings at 69-feet tall.

From City Hall and the western terminus of the SR-520 Trail at NE 24th Street, the proposed building may intersect the distant ridge lines but not block significant views, such as Mount Rainier. At the public vantage points on BelRed Road and on 124th Avenue NE, the building will be prominent but not block significant views.

c. Proposed measures to reduce or control aesthetic impacts, if any: [help] The buildings have been designed using strong façade modulation and authentic articulation of materials to provide visual interest. At the ground floor level, transparent windows, solid/void massing

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rhythm, color, and appropriate signage and lighting will be used to define a visually rich pedestrian experience.

Additionally, rooftop mechanical equipment will be incorporated into the form of the building with vertical and horizontal screening; parking is accommodated in subgrade parking structures; and plantings will be lush, seasonally engaging, and reliable to provide year-round interest.

11. Light and Glare [help]

a. What type of light or glare will the proposal produce? What time of day would it mainly occur? [help] The new buildings along with street lighting and traffic on the roadway network will increase light and glare at night. However, as a former warehouse facility with truck traffic, the light and glare is not expected to increase significantly over previous conditions on site.

b. Could light or glare from the finished project be a safety hazard or interfere with views? [help] It is not anticipated that light or glare from this project will be a safety hazard or interfere with views.

c. What existing off-site sources of light or glare may affect your proposal? [help] There are no known off-site sources of light or glare that would affect the proposal.

d. Proposed measures to reduce or control light and glare impacts, if any: [help] Exterior lighting will meet City design standards and cast light downward.

12. Recreation [help]

a. What designated and informal recreational opportunities are in the immediate vicinity? [help] Wilburton Hill Park and Botanical Gardens and Kelsey Creek Park are located approximately ¾ miles to 1 mile from the Spring District site.

b. Would the proposed project displace any existing recreational uses? If so, describe. [help] The development will not displace any existing recreational uses.

c. Proposed measures to reduce or control impacts on recreation, including recreation opportunities to be provided by the project or applicant, if any: [help] Not applicable.

13. Historic and cultural preservation [help]

a. Are there any buildings, structures, or sites, located on or near the site that are over 45 years old listed in or eligible for listing in national, state, or local preservation registers located on or near the site? If so, specifically describe. [help] The Washington State Department of Archaeology and Historic Preservation online GIS map tool does not indicate there are any places or objects listed on any registers within the immediate vicinity of the proposal.

b. Are there any landmarks, features, or other evidence of Indian or historic use or occupation? This may include human burials or old cemeteries. Are there any material evidence,

City of Bellevue SEPA Environmental Checklist November 2015 Page 14 of 19

artifacts, or areas of cultural importance on or near the site? Please list any professional studies conducted at the site to identify such resources. [help] None known.

c. Describe the methods used to assess the potential impacts to cultural and historic resources on or near the project site. Examples include consultation with tribes and the department of archeology and historic preservation, archaeological surveys, historic maps, GIS data, etc. [help] Washington State Department of Archaeology and Historic Preservation online GIS map tool.

d. Proposed measures to avoid, minimize, or compensate for loss, changes to, and disturbance to resources. Please include plans for the above and any permits that may be required. [help] The development will not have any impact on historical or cultural landmarks, therefore no mitigation is proposed.

14. Transportation [help]

a. Identify public streets and highways serving the site or affected geographic area and describe proposed access to the existing street system. Show on site plans, if any. [help] The proposal is served by 124th Avenue NE to the east; 120th Avenue NE to the west; and NE Spring Boulevard to the north. Freeway access includes SR- 520 located north of the site and I-405 to the west. Primary access to the proposal will be from 124th Avenue NE via the new NE District Way; a driveway entrance from 120th Avenue NE; and a parking garage entrance from NE 14th Terrace, accessed from the internal Spring District roadway network.

b. Is the site or affected geographic area currently served by public transit? If so, generally describe. If not, what is the approximate distance to the nearest transit stop? [help] The proposal will not be served directly by public transit, however, , serves the vicinity with bus service, including:  Route MT 226-O: - approximately 0.1 miles from the proposal site  Route MT 249-O: approximately 0.3 miles from the proposal site  Route MT 672-O, MT 889-O: approximately 0.3 miles from the proposal site  King County Rapid Ride B-Line: approximately 0.3 miles from the proposal site

c. How many additional parking spaces would the completed project or non-project proposal have? How many would the project or proposal eliminate? [help] The Proposal will create a total of approximately 880 parking stalls in the underground parking garages. The proposal will not eliminate any parking stalls.

d. Will the proposal require any new or improvements to existing roads, streets, pedestrian, bicycle or state transportation facilities, not including driveways? If so, generally describe (indicate whether public or private). [help] The proposal will not construct new roadways. This proposal is part of a Master Development Plan, in which the roadways that will front and provide access to these buildings are already constructed or are in review under separate permit. These roadways include 120th Avenue NE (city roadway recently widened); 121st Avenue NE (to be constructed); NE Spring

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Boulevard (City of Bellevue CIP project); and NE 14th Terrace (to be constructed under separate permit).

e. Will the project or proposal use (or occur in the immediate vicinity of) water, rail, or air transportation? If so, generally describe. [help] The development does not use or occur in the immediate vicinity of current water, rail, or air transportation.

f. How many vehicular trips per day would be generated by the completed project or proposal? If known, indicate when peak volumes would occur and what percentage of the volume would be trucks (such as commercial and nonpassenger vehicles). What data or transportation models were used to make these estimates? [help] Trips associated with this proposal are primarily from office workers, with highest volumes in the AM and PM peak hours. The highest peak vehicle volumes are anticipated to be in the PM peak, including up to 563 outbound vehicle trips. Truck traffic will include deliveries and refuse and recycling pick-up.

g. Will the proposal interfere with, affect or be affected by the movement of agricultural and forest products on roads or streets in the area? If so, generally describe. [help] The proposal will not affect or be affected by the movement of agricultural and forest products on the roads.

h. Proposed measures to reduce or control transportation impacts, if any: [help] This proposal is part of a phased Master Development Plan. A Master Development Plan phasing plan revision was approved by the City of Bellevue Janaury 13, 2017. This Master Plan Revision reviewed anticipated traffic for transportation network impacts attributed to this and other Spring District proposals. During this review, it was determined that the square footage of commercial and retail uses associated with the proposal does not create intersection level-of-service deficiencies.

Design and construction are underway to accommodate increased density planned by the BelRed Corridor Plan and FEIS. City of Bellevue projects adjacent to this proposal include: 120th Avenue NE widening (complete), and NE Spring Boulevard (currently in design).

15. Public Services [help]

a. Would the project result in an increased need for public services (for example: fire protection, police protection, public transit, health care, schools, other)? If so, generally describe. [help] There will be an increase in demand for fire and police protection services associated with the new buildings. There will be no residential development as part of this proposal, so no additional students will be added to local schools.

b. Proposed measures to reduce or control direct impacts on public services, if any. [help] Increased tax base from the buildings will offset the financial impact of the additional public services needed.

16. Utilities [help]

a. Circle utilities currently available at the site: [help]

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electricity, natural gas, water, refuse service, telephone, sanitary sewer, septic system, other Electricity, natural gas, water, refuse service, telephone and sanitary sewer are available at the proposal site.

c. Describe the utilities that are proposed for the project, the utility providing the service, and the general construction activities on the site or in the immediate vicinity which might be needed. [help] The new buildings will connect to city sanitary sewer, storm drainage and water (domestic, fire and irrigation) to serve the demands of the proposal. Telephone service will be provided by a local communications provider and electricity and natural gas will be provided by Puget Sound Energy.

C. Signature [help]

The above answers are true and complete to the best of my knowledge. I understand that the lead agency is relying on them to make its decision.

Signature:______

Name of signee: Joleen Peterson Position and Agency/Organization: JMJ TEAM Date Submitted: March 23, 2017

City of Bellevue SEPA Environmental Checklist November 2015 Page 17 of 19

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

CONTENTS

I. Request and Review Process Pg. 3 A. Site Design B. Building Design C. Landscape Design Parcel’s 9 & 11 D. Landscape Design Parcel 15 – “Yard Block” E. Design Intent F. Review Process

II. Site Description and Context Pg. 14 A. Site Description B. Site Context C. Site History

III. Consistency with Land Use /Zoning Requirements Pg. 17

IV. Consistency with The Spring District DA and MDP….……………………….Pg. 28

V. Public Notice and Comments Pg. 40

VI. Technical Review Pg. 40

VII. State Environmental Policy Act (SEPA) Pg. 48

VIII. Changes to Proposal Due to City Review Pg. 54

IX. Design Review Decision Criteria Pg. 54

X. Decision Pg. 61

XI. Conditions of Approval Pg. 61

Attachments: A - Project Plans (located in project file) B - Environmental Checklist C - Geotechnical Report by Hart Crowser dated March 20, 2017 (located in project file) D -Development Agreement signed on July 10, 2009 and recorded September 11, 2009 (located in project file) E - FAR Amenity Incentive System Spreadsheet (Land Use Code 20.25D.090) F - Concurrency Certificate G – The Spring District Permitted Lot Coverage/Impervious Surface

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I. REQUEST and REVIEW PROCESS The applicant requests Design Review approval and a Threshold Determination under the State Environmental Policy Act (SEPA) to develop the REI Corporate Headquarters. The project limit encompasses three parcels, blocks 9, 11 and 15, within the Spring District Master Development Plan (MDP). The total site area within the project limit for the building and associated improvements is 262,774 square feet (6.03 acres). Parcels 9 and 11 will be developed with a 5- story, 349,234 gross square foot office building, and one level of below grade parking for 213 stalls. Ground floor retail spaces will front NE Spring Boulevard within level one of the structure. Parcel 15, located east and adjacent to Parcels 9 and 11, will be developed as a multi- functional, private landscaped area for on-site employees, called the Yard Block. It should be noted that Parcel 7, west of the project limit is also part of the overall REI development, but is being reviewed and approved separately under permit #17-130739-LD. Parcel 7 includes development of a 43,611 gross square foot single-story public market building and two-story office building with four levels of below grade parking for 637 stalls, which supports the main REI office development described in this report.

Spring District Master Development Plan Boundary

The REI corporate headquarters office development is located within Phase 3 of the Spring District Master Development Plan. The project continues the current development pattern from south to north, which began with Phase 1 and 2 Residential, the Global Innovation Exchange (GIX) building and the AMLI residential building projects south of the REI project limit.

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Project Limit for this Proposal within Master Development Plan Boundary

Overall REI Development within Spring District MDP Boundary (includes Parcel 7 to the west)

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

A. Site Design The subject site is located between 121 st Avenue NE and Tracts G and J to the west, NE Spring Boulevard to the north, 124 th Avenue NE to the east and NE 14 th Terrace to the south. The three parcels (within one project limit) combined are roughly rectangular, measuring approximately 335 feet from north to south and approximately 785 feet from east to west. The topography of the site is primarily flat as these parcels were previously improved with warehouse buildings and asphalt parking areas. The applicant recorded a Binding Site Plan (April 23, 2014, King County recording number 20140423000863) which allows for flexibility in site development, including building location, shared open space, and shared parking.

A singular garage access point will be located on NE 14 th Terrace with an adjacent refuse/recycling and loading dock area. Temporary vehicular access for Parcel 15 is via 124 th Avenue NE for construction purposes; however, a secondary access point is provided via NE 14 th Terrace for maintenance vehicles only once the development is complete.

The primary entrance to the building will be on the west side of the building, adjacent to the park proposal over Tracts G & J with a future connection through the park over to the associated REI development on Parcel 7. A secondary pedestrian access point for employees is located along NE Spring Boulevard. Three retail spaces on the north and north-west corner of the building will have individual entries, separate from the main REI office structure.

A fourteen-foot-wide public pedestrian connection is proposed through the center of the building connecting NE Spring Boulevard to NE 14 th Terrace, in addition to a fourteen-foot-wide public pedestrian connection along the east side of the building adjacent to Parcel 15 which will also allow for connectivity between NE Spring Boulevard and NE 14 th Terrace. A third fourteen-foot- wide pedestrian connection is also proposed along the southern boundary of Parcel 15, between 124 th Avenue NE and NE 14 th Terrace, providing another means of accessing the Spring District from 124 th Avenue NE. All three pedestrian connections will receive public access easement and will be required to have public access signage to indicate to pedestrians that there is an accessible route of travel. Refer to Section XI for Condition of Approval regarding Public Access Signage.

The street frontage improvements on NE 14 th Terrace, including the curb, gutter, streetscape planter and street trees, will be installed under a separate infrastructure permit (#17-113883- GD). This development will install the sidewalk behind the back of the streetscape planter along NE 14 th Terrace. Street frontage improvements for NE Spring Boulevard and 124 th Avenue NE include a sidewalk, planter strip, street trees, curb, gutter and bike lanes (NE Spring Boulevard only) which will be installed as part of two different City of Bellevue CIP projects. Therefore, construction of the proposed project will not include street frontage improvements or street frontage landscaping.

B. Building Design

As the new headquarters for Recreational Equipment, Inc. (REI), the proposed 5-story office building represents REI’s vision to create a hub that is accessible, sustainable and connected to the community. REI aims to build a headquarters that will bring the best of outdoor life into a collaborative work setting for employees, while connecting employees to each other and the community. The overall building design goal is to create a project that is uniquely tuned to support REI, through celebrating their mission driven values, public outreach and strengthening communities, while recognizing their specific connection to the outdoors. The campus is seen as an integral part of the community and the living embodiment of the co-op’s values.

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The REI corporate headquarters building defines strong public edges along NE Spring Boulevard through simple, elongated office massing. The massing is pinched to better define outdoor courtyard spaces that will activate the adjacent workplace activities. Connector bridges within the footprint of the structure span across internal courtyard spaces to provide a variety of interior experiences as well as a diversity of connections to the outdoors.

Aerial View Looking North-East

The building has a proposed height of 68’-6 ½” to the top of the roof, and 83’-6” to the top of the mechanical penthouse, which is below the 150-foot maximum building height permitted in the BR-OR-1 Land use district. Massing, fenestration and exterior materials are intended to convey a strong visual rhythm along the building elevations, creating a sense of multiple buildings by providing both texture and additional scale to the larger elevations. Building envelope modules emphasize verticality, amplifying the sense of rhythm and helping to maximize daylight penetration for a sustainable building.

Materials are intended to evoke the larger warehouse feel of The Spring District, including board-formed precast concrete and textured metal panels. This results in a building that not only reinforces the warehouse feel of The Spring District, but also the aesthetic of REI as a brand. All ground level retail, restaurant and office lobby areas will have vision glass to provide pedestrian visibility into these interior spaces. Refer to Section XI for Condition of Approval regarding Future Tenants/Storefront Improvements. In addition, metal/aluminum canopies are proposed to be installed 9’-6” above finished grade, and will be strategically placed above the sidewalk along NE Spring Boulevard to provide weather protection for REI employees, retail patrons and visitors to the overall Spring District. Because the canopies are proposed to be located less than 16 feet above finished grade, they will need to be removable. Refer to Section XI for Condition of Approval regarding Removable Canopy Design.

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Building Materials and Colors

C. Landscape Design – Parcel’s 9 & 11 Throughout all of the landscape spaces proposed as part of the development, the use of sufficiently scaled and spaced planting materials will give each space a full and defining character that will create a relationship with the public and REI co-op culture. Functional amenities throughout the extent of landscaping include embedded bike racks, fixed and movable seating elements and recycling containers. All planting areas both at grade, on structure and within building courtyards and on rooftops are to be permanently irrigated. It should be noted that designated areas of the landscaping adjacent to the proposed building are critical area mitigation planting areas that were required as a result of impacts to a critical area steep slope on Parcel 7, west of the subject site, which is also part of the overall REI development (#17-108852-LO). Refer to Section XI for Condition of Approval regarding Final Critical Area Mitigation Plan.

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Critical Area Mitigation Planting Areas (For Reference)

Overall Landscape Plan

The Origin Courtyard serves as an outdoor heart of REI co-op community. Located on the ground level, the space is immediately visible upon entering the lobby. The courtyard is focused on a central fire pit and clearing in a lush and shaded native landscape. Large steel seat walls form a ring around the crushed rock clearing and support the industrial vocabulary of the site as a kind of artifact or ruin around which the project might have evolved. On the eastern side of the courtyard a paved area allows flexible seating under the shade of a Bigleaf Maple tree. This paved area also serves as a crossing point connecting the mixing space and lobby sequence to the south with an exterior stair and workplace to the north of the courtyard.

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The Upper Courtyard is located on the building’s second level and takes inspiration from the region’s lush forest landscape and the intimate experience of being on a trail. Envisioned primarily as a planted courtyard with several paths and connections to exterior stairs, the courtyard also provides a variety of meeting and individual spaces.

The Summit is located on the buildings fourth floor with the main open space focused at the southwest corner of the building roof. The Summit is envisioned as an opportunity to establish an extension of the work place into a garden setting, as well as a larger collective space. Where possible, an integration of the standard building roof ballast is incorporated into the design.

The Central Pedestrian Connection through the main building provides a safe and welcoming link between Spring Boulevard and NE 14 th Terrace. Rather than offering a singular experience, the design is intended to clearly frame the public walk while layering a sequence of moments along the way. Pedestrian Connection from NE Spring Boulevard

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Pedestrian Connection Mid-Block

The Work Court is a small outdoor space to the south of the main building along NE 14 th Terrace, just east of the Central Pedestrian Connection. The space is envisioned as a private enclosed outdoor area surrounded by a low site wall that serves as a backdrop for native grasses. The court is wrapped by concrete walls punctuated by wire panels to ensure enclosure of the space while also provided variation and interest from the sidewalk. Access will be from the building interior, through two controlled access points from the loading dock and the east side of the Central Pedestrian Connection.

Refer to Section XI for Conditions of Approval regarding Final Landscape Plan, Landscape Installation Assurance Device and Landscape Maintenance Assurance Device.

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

D. Landscape Design – Parcel 15 – “Yard Block”

The Yard Block provides a private outdoor environment for small meetings, exercise, and larger collective Co-Op events for employees. The Yard Block is divided into five primary zones: The Berry Field and Public Way, the Main Lawn, Orchard Terrace, Garden Edge and Play Garden. A wood post and black metal wire fence is proposed to wrap around the Yard Block.

The Berry Field and Public Way serves as a transition between the eastern façade of the main building and the primary spaces of the Yard Block. Planting is envisioned to feature several varieties of edible berry plants and will be organized to mimic farm fields. The regional significance of berries and the seasonal interest of these plans will welcome people to pass through along a required 14-foot wide pedestrian connection between NE 14 th Terrace and NE Spring Boulevard.

The Lawn area will provide an area for daily recreation as well as large presentations and events. It is flanked to the west by a wooden deck and trellis structure. Large deciduous trees are strategically placed to provide shade and further frame the lawn space. Site lighting as well as speaker power connection points will be provided to be used during small gathering events.

The Orchard Terrace steps up from the Lawn area and serves as a flexible daily space as well as a temporary stage setup area looking out onto the Lawn. The terrace features a grid of canopy trees in a loose gravel paving held by raised seating elements around the perimeter.

The Garden Edge offers small scaled meeting and private spaces as well as a vegetated and topographic buffer between the Yard Block and 124 th Avenue NE. The scale and variety of plantings will be used to frame views to the smaller alcoves, while a backdrop of Italian Poplars is inspired by hedge rows often found at farm edges.

Overall, the design of Parcel 15 will complement both the landscape and architectural design of the main REI office building. While this design review includes a finalized landscape design for Parcel 15, a two-phased approach has been provided by the applicant. Phase 1 will install the public pedestrian connections along the southern and western boundaries of the site, in addition to landscaping adjacent to the main building. Phase 1 will remain until the main REI office building construction is complete. Phase 2 would commence at a later date once construction of the main building is complete, and will include installing the entirety of the Yard Block design submitted as part of this application. It should be noted that while the Yard Block will be developed with electrical connections to support lighting and speakers for events, this space is not open to the public and will be for the private use of REI and its employees only. No large- Page 11 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD scale events are proposed within the Yard Block that would result in an increase in vehicular trip generation or need for additional parking. If in the future, REI decides to utilize the Yard Block for larger events, private or non-private, a transportation impact study and parking study would need to be provided to City staff to evaluate impacts caused by events on the street network and parking supply for REI and the Spring District. Refer to section III.B.1 of this report for additional discussion. In addition, use of the Yard Block for employee events which amplified sound will require approval through an amplified sound permit. Refer to Section XI for Condition of Approval regarding Amplified Sound Permit.

E. Design Intent The proposed project was designed to meet the requirements of the approved Spring District MDP and advance the goals of the adopted Bel Red Subarea Plan.

The project limit is centrally located within the Spring District MDP property, on the south side of NE Spring Boulevard and north of MDP Phases 1 and 2 to the south. The northwest corner of the project limit is within the line of sight of the proposed light rail station, which will be constructed on the north side of NE Spring Boulevard where it intersects with 121 st Avenue NE. The proposed development will result in the first corporate headquarters project to locate within the Spring District which will bring additional employees and visitors to this new emerging neighborhood. The proposed ground floor retail uses will also provide additional pedestrian oriented businesses for employees, residents and visitors to The Spring District.

As stated in the MDP staff report (page 5 of 74), The Spring District goals are as follows:

• Develop a new urban community, composed of high quality regional business, commercial, retail, residential, and open spaces. Achieve compact and sustainable urban growth that is consistent with Bellevue’s vision for nodes in the Bel Red corridor.

Finding: This next phase of development provides for an urban office and retail/commercial project. The urban community and pedestrian activity is supported by three retail tenant spaces which will front NE Spring Boulevard and the future park development located on Tracts G & J, west of the project limit. Interior plazas and rooftop terraces will also provide for additional open space areas for employees of the development.

• Establish a new neighborhood identity that is inclusive and responsive to its surrounding context. The neighborhood will encompass approximately 1200 residential units.

Finding: The entire Spring District neighborhood will encompass approximately 1200 residential units; however, this project does not contain a residential component to the development. To date, approximately 792 residential units have been or are in the process of being constructed within the neighborhood. These residential developments are primarily located in the southern portion of the neighborhood, yet opportunities remain to develop additional residential buildings on the northern portion of The Spring District. Even though the proposal does not include residential uses, it still contributes to the neighborhood identity by providing a pedestrian friendly experience on NE Spring Boulevard, 121 st Avenue NE, and NE 14 th Terrace, in addition to providing two public pedestrian connections through the development. Retail tenant spaces will also front NE Spring Boulevard which will help to contribute to a neighborhood that will be diverse, inclusive and responsive to Page 12 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

its surrounding context of mixed uses which include office, residential, university and open spaces.

• Creating a world class project that will become a catalyst for new development within the Bel-Red Corridor, helping to achieve the City’s goal of creating a vibrant new district with a diversified economic base.

Finding: The proposed development will provide a high quality corporate headquarters facility for REI which includes outdoor amenity spaces, pedestrian connections and retail spaces to support a vibrant new urban district within close proximity to a light rail station.

• Create a project that does not compete with, but complements by providing an attractive alternative consistent with the planning goals of the Bel- Red Subarea Plan.

Finding: The project proposes a large-scale office development with outdoor amenity spaces, pedestrian connections and retail spaces adjacent to a new light rail station. The main REI office building spans across two parcels but is only five stories in height, resulting in a lower density development as compared to downtown Bellevue high rise office tower development. As The Spring District emerges as a neighborhood which includes open space, residential, office, university and retail uses, this project will provide a complementary large-scale office development with retail spaces that will complement the adjacent light rail station but will not compete with Downtown Bellevue office development.

• Create a new business environment that is flexible for future market demands and achieves an economically sustainable future.

Finding: Providing the first major office building and corporate headquarters will help to meet future demands and contribute to the economic vitality as The Spring District and surrounding Bel Red area matures.

• Provide vibrant new parks, plazas, and open spaces that are environmentally responsive and encourage social interaction.

Finding: The proposed project includes two public pedestrian connections within and adjacent to the main REI office building. Smaller outdoor plazas are located along these pedestrian connections and will help to continue the network of open spaces created by the existing development projects to date, which include pedestrian midblock connections, landscaped courtyards and overall connection of amenity spaces to the neighborhood.

F. Review Processes Design Review applications are Process II applications (LUC 20.35.200) with an administrative decision by the Director of Development Services (LUC 20.30F). The SEPA Determination is also a Process II decision with an administrative decision by the Environmental Coordinator. Appeals are heard and decided by the Hearing Examiner for Process II applications.

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Any modification or addition to this approval shall be processed as a post-issuance revision to the decision prior to project completion, or, post completion, as either a Land Use Exemption or a new decision. The applicant shall demonstrate compliance with the Land Use Code consistent with the Governing Regulations section of the Development Agreement. Any modification of the project design must be reviewed for consistency with the design intent as stated in this report. Conditions of Approval run for the life of the project. Refer to Section XI for Conditions of Approval regarding Project Plans and Modification to the Design Review Plans. In addition, a copy of the issued Conditions of Approval for the project approval shall be copied onto a plan sheet at the beginning of the plan set(s) submitted for construction permits . Refer to Section XI for Condition of Approval regarding Conditions of Approval.

II. SITE DESCRIPTION AND CONTEXT

A. Site Description The subject site consists of approximately 6.03 acres (262,774 square feet) within the entire 36- acre Spring District Master Development Plan (MDP). The MDP is located in the southwestern portion of the City’s Bel Red Corridor, east of downtown, approximately ½ mile east of Interstate 405 and 1/3 mile south of State Route 520. The MDP is bounded by 120th Avenue NE, NE 12th Street, and 124th Avenue NE. The project limit is located within Phase 3 of the MDP, and is located between Tracts G & J to the west, 124th Avenue NE to the east, and is bounded by the proposed NE Spring Boulevard to the north and NE 14 th Terrace to the south. Vicinity Map

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Binding Site Plan Parcels 9, 11 and 15

The subject site is currently unimproved, as several of the existing warehouse buildings were demolished as part of the preparation for construction of the REI project, and the construction of the East Link Light Rail station facility and light rail track, north west of the project limit. Properties north of subject site are the remaining undeveloped portion of The Spring District property, which the light rail crosses through. North of The Spring District boundary is the existing Safeway Ice Cream and Milk production buildings, and east of the site is the existing Coca-Cola bottling plant, across 124 th Avenue NE. The proposed Building 16 office, the Global Innovation Exchange (GIX) and the AMLI Residential developments are located south of the project limit, as well as a proposed Brew Pub and additional park space. Additional structures for the REI development are located on Parcel 7 as well as an extension of park space located on Tracts G & J, west of the site. The proposed Pine Forest Master Development Plan is located west of the Spring District, across 120 th Avenue NE, which will contain office, residential and retail uses.

The subject site is located within the Bel Red-Office/Residential-1 (BR-OR-1) land use district, has a Comprehensive Plan Designation of Bel Red-Office/Residential-1 and is located within the Bel Red Subarea.

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Zoning Map

B. Site Context The Spring District MDP was approved as a catalyst project under The Spring District MDP per LUC 20.25D.035. This office project is a portion of the overall MDP proposal. Through a long planning process, the city created a framework to transform the Bel Red Corridor to meet the city’s future residential and economic needs. This proposal is the third office development under the City’s adopted Bel Red Subarea Plan and related development regulations.

Wright Runstad & Company has received approval to develop office buildings on parcels 16 and 24, adjacent to 124 th Avenue NE. The Global Innovation Exchange (GIX) was recently completed on parcel 14, and a future brewpub/office building is currently in review for parcel 12. A park (Tract C) has been installed south of the subject site, with a future park connection over Tracts G and J, adjacent to 121 st Avenue NE and between parcels 7 and 9. Security Properties has completed development of an approximately 300-unit residential project, south-west of the subject site, known as Sparc Apartments. In addition, there are 279 units located east of the Sparc Apartments development, known as Spring Residential Phase 2. AMLI is currently constructing an approximately 204-unit residential project southwest of the subject site and north of Sparc Apartments. Remaining accessory REI office development is proposed to occur on Parcel 7, west of the site, which is being reviewed concurrently under a separate Design Review Permit (#17-130738-LD).

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C. Site History Beginning in the 1910s, The Spring District property and adjacent areas contained several single-family homes with the balance of the land being used for agricultural purposes. Beginning in the 1950s, Safeway Inc. substantially graded the site to flatten it and facilitate the development of distribution and processing plants. Additions and improvements to the warehouses continued into the 1970s. In 2005, Safeway relocated much of their operation to a new plant in Auburn, WA. At the same time, the City began a process to rezone the 900-acre Bel Red corridor from industrial to mixed-use. In 2007, Wright Runstad & Company in partnership with Shorenstein Properties purchased 36 acres of surplus Safeway land located around the future 122 nd Avenue development node. In 2009, the City completed its rezone of the entire Bel-Red Subarea and executed a Development Agreement with The Spring District to be implemented through a new MDP for the property. The current Design Review application is the fourth office application associated with the 2012-approved Spring District MDP.

III. CONSISTENCY WITH LAND USE CODE/ ZONING REQUIREMENTS

A. General Provisions of the Land Use Code The site is located in the Bel Red Land Use district. As such, the proposal is subject to the following Bel Red requirements of Land Use Code 20.25D: • Design Review LUC 20.25D.140 • Catalyst Project LUC 20.25D.035 • Bel Red Dimensional Requirements LUC 20.25D.080 • Bel Red FAR Amenity Incentive System LUC 20.25D.090 • Bel Red Landscape Development Standards LUC 20.25D.110 • Bel Red Parking, Circulation and Internal Walkway Requirements LUC 20.25D.120 • Bicycle Parking LUC 20.25D.120.G • Bel Red Development Standards LUC 20.25D.130 • Bel Red Street Development Standards LUC 20.25D.140 • Bel Red Design Guidelines LUC 20.25D.150 • Bel Red Corridor Plan (Appendix B of the Transportation Design Manual) • The Spring District Master Development Plan File #11-125943-LP, issued October 8, 2012 by Hearing Examiner • Development Agreement signed July 10, 2009 and recorded September 11, 2009

The building proposed under this application is located within the BR-OR-1 land use district. The Spring District was rezoned in 2009 as part of the City’s major initiative to transform the Bel Red corridor to “a major mixed-use employment and residential area characterized by a transit- oriented, nodal development pattern, over time replacing the area’s original low intensity light industrial and commercial past.” The Spring District Development Agreement (2009) and Master Development Plan (2012) both apply to the site.

The Land Use Code states the following purpose for the BR-OR-1 zoning:

Bel Red-Office/Residential Node 1 (BR-OR-1). The purpose of the Bel Red-OR-1 Land Use District is to provide an area for a mix of office, housing and retail uses within the core of a nodal area, with offices as the predominant use. The district is limited in extent in order to provide the level of intensity appropriate for areas in close proximity to the highest levels of transit service within the Bel Red area.

Adjacent development and zoning are as follows:

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

North: Remainder of The Spring District and Safeway Ice Cream/Milk Plant (BR-OR-1). South/Southwest: Spring Residential Phases 1 & 2 (BR-OR-1), AMLI Residential (BR- OR-1 & BR-OR-2), Global Innovation Exchange (BR-OR-1), Brierwood Center offices and retail (BR-CR), Lake Bellevue condos, offices, and retail (BR-R, BR-GC). West: Spring District Parcel 7 (BR-OR-1) and Tracts G & J (BR-OR-1) and Pine Forest Business Park (BR-OR-2) East: Coca-Cola Bottling Company (BR-OR)

Table 1 Dimensional Requirements

Item Required Proposed Comments Land Use Bel Red OR-1 Bel Red OR-1 Designation

Project Limit No minimum indicated 6.03 acres (262,774 sq. ft.)

Permitted Uses within Land Uses Office, Retail, Services & Office with ground level retail and proposed structures Land Use Restaurant parking are compliant with Code Land Use Code 20.25D.070 Heights of proposed structures are

Building compliant with Land BR-OR-1 68’-6 ½” – top of roof Height Use Code. An Base= 45’-0” 83’-6” – top of mechanical Land Use additional 15’ of Maximum= 150’-0” penthouse Code height is allowed for

20.25D.080.A rooftop mechanical Parcel 15: No buildings proposed. equipment per LUC 20.50.012.

FAR Parcel 9/11/15* = 1.18 Meets the Land Use (46,243/262,774 = 1.18) Floor Area Code, Development

Ratio (FAR) Agreement (DA) and Rolling MDP Average FAR = Land Use Per the Development Master 2.01** Code Agreement, development Development Plan

20.25D.080.A, across the MDP property *Lot area of Parcel 15 included to (MDP). (File # 11- Development shall have a minimum 2.5 calculate overall FAR for project limit of 1259943-LP) Agreement, FAR. Land Use Code Parcel 9/11/15 Refer to Section XI Master maximum is 4.0 FAR. for Condition of Development **Refer to Section IV for additional Approval Plan discussion regarding FAR Amenity regarding DA & Incentive System and MDP Average MDP. FAR.

Excludes vertical penetrations, vent

shafts, stairwells Total Gross and balconies per Floor Area No Minimum 422,404 LUC 20.50.022. (GFA) Includes parking

areas.

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Item Required Proposed Comments Excluded from GFA to calculate FAR per Exempt Retail No Minimum 14,485 LUC 20.25D.080.B.3 Excludes mechanical areas

GFA for FAR N/A and parking per 323,502 LUC 20.50.022.

GFA for FAR minus Exempt N/A 309,017 Retail Meets MDP & DA with parcels within Phase 3: Minimum 863,810 the Phase 3 SF designated office and boundary. It should 8,780 SF designated as be noted that parcel Total Gross parks and 43,030 designated 349,234 GSF 15 could be re- Square Feet as retail development within developed later as (GSF) MDP (per MDP File #11- office, which would 125943-LP and increase the GSF Development Agreement & for this portion of 16-142659-LJ) Phase 3.

Gross Square Section Feet/ Floor 20.25D.080.B.1 (GSF/F) 28,000 GSF for non- 2 Floors are greater than 28,000: allows for floor plate Above 40 Feet residential buildings less Level 4 = 46,424 exceptions. See Land Use than 80’ Level 5 = 44,406 discussion in Code Section B.3 below. 20.25D.080.A

Front – Spring Boulevard,

NE 14 th Terrace, 124 th No setback Avenue NE Front (NE Spring Blvd.) = 14’ required, but 0'-0'' building provides Front (NE 14 th Terrace) = Varies setbacks from Footnote (2) - 15’ Stepback 11’ to 31’ due to angle of building. property lines. at 40’ above grade required

Footnote (5) – Required Front (124 th Avenue NE) = N/A no Front, Rear & See below for Sidewalk Oriented structures proposed. Side Setbacks stepback Development, 15’ stepback Land Use requirements. at a height no more than 40’ Code

20.25D.080.A

Rear – West property Rear (West) = Varies 0’– 43’ No setback boundary with Tracts G & J (building entrance set back from required. 0'-0'' property line)

No setback Side – Not Applicable No side yards as part of project required. limit. Only 3 front yards and 1 rear

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Item Required Proposed Comments

Varies 18FT to 45 FT stepback Where building height provided along Spring Blvd. exceeds 45 feet, and the Façade frontage at 17-feet above AFG. building is located within 15 Stepback feet of the front property line, Upper level Varies 15FT to 24 FT due to the building shall incorporate Meets Land Use Land Use building angle along NE 14 th a 15-foot-deep stepback in Code Code Terrace frontage, measured 17- that facade at a height no 20.25D.080.A feet above AFG, only where more than 40 feet above the Footnote 2 building is located within 15-feet of average finished grade along front property line (southwest that façade corner).

A building façade on any NE Spring Boulevard is identified street identified as a Façade as Required Sidewalk Oriented Required Sidewalk-Oriented Stepback Development. The building Development pursuant to Upper Level fronting NE Spring Boulevard LUC 20.25D.130.C shall Meets Land Use Land Use incorporates a maximum 45-foot incorporate a 15-foot deep Code Code deep stepback 17-feet above stepback in that façade at a 20.25D.130.C finished grade along NE Spring height no more than 40 feet Footnote 5 Boulevard. above the average finished

grade along that façade.

Maximum impervious surface/lot coverage shall not exceed 75%, MDP wide. Maximum See Attachment G Impervious 73% Refer to Section XI Surface 4.39 acres of 6.03-acre site area for Condition of Area/Lot Approval Coverage Maximum 75%* Existing condition = 100% regarding Land Use of site area Maximum Code Imperious 20.25D.080.A MDP Cumulative = 73.0 % Surface/Lot Coverage

Site

Landscaping Project will meet Street Street frontage required for: Land Use Code. frontage and NE Spring Blvd. - Streetscape Streetscapes shown Sidewalk Transit Blvd. (NE Spring landscaping and street trees to be on project plans for Width Blvd.) – Corridor Design by installed under City CIP project. reference only. 20.25D.110 Trans. Dept. Refer to Section XI

for Condition Page 20 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Item Required Proposed Comments Green Street. (NE 14 th NE 14 th Terrace – Streetscape regarding Terrace) – 6’ sidewalk, 6’ landscaping and street trees to be Streetscape planter, street trees installed under separate permit Planters. (#17-113883-GD)

Arterial (124 th Ave. NE) – 6’ 124 th Ave. NE – Streetscape sidewalk, 5’ planter, street landscaping and street trees to be trees installed under City CIP project.

NE Spring Blvd. – Transp. NE Spring Blvd. – Design Maidenhair

NE 14 th Terrace – Black NE 14 th Terrace – Tupelo, American Black Tupelo & American See discussion Street Tree Hornbeam, Eastern Redbud, Hornbeam above. Project will Caliper and Jacquemontii Birch meet Land Use Species 124 th Avenue NE – Code 124 th Avenue NE – Summit Existing trees to remain until Ash, Greenspire Linden 124 th Avenue CIP project

Minimum 2.5” caliper.

Spacing 30’ on center

Table 2 Recycling and Solid Waste Collection Areas Based upon Gross Square Feet (GSF)

Item Required Proposed Comments

2 SF per 1,000 GSF Republic Services has Office approved proposed storage Office: 295,055/1,000 x and pick up location, see file Recycling and Solid 2 = 590 for letter. Waste Collection Areas 1 collection room at Refer to Section XI for LUC 20.20.725 5 SF per 1,000 GSF Level 1 = 988 SF Condition regarding Solid Retail Waste/Recycling Retail: 14,501/1,000 x 5 Collection Facilities = 72 Required

Total area = 662 SF

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Table 3 Parking, Loading and Bicycle

Permitted Min. & Max. Item Proposed Comments Ratios 769 stalls for Parcels 7, 9, See parking discussion in Section Parking Stalls 850 stalls 11 and 3A B.1 below for breakdown.

103 stalls are Compact Stalls Max. 50% of provided compact of 213 Meets Land Use Code 20.20.950.K.9 parking within main bldg.

Vanpool/Carpool Facility required outside 1 stall provided in Facilities of driveway or parking main parking Meets Land Use Code 20.25D.120.B.2 aisle widths structure on level P1 Footnote 6

1 space per 10,000 NSF Meets Land Use Code. Refer to for nonresidential uses 96 stalls Bicycle Spaces Section XI for Condition of greater than 20,000 NSF 84 covered 20.25D.120.G Approval regarding Bicycle 12 uncovered Parking. 312,612 NSF/10,000 = 31 stalls

Two - 10’x35’ loading spaces Meets Land Use Code. LUC Required on-site & not in Loading provided inside 20.20.590.K.4.a-c. Space reduced ROW and access a public 20.20.950.K.4 garage on level P1 through Design Review. Refer to street. Minimum 10’x55’ accessible via NE Section B.2 below. 14 th Terrace

B. Other Land Use Code Topics:

1. Parking Parking for the entire REI development encompasses parcel’s 7, 9, 11, and 15. Parcel 3A, located north of the REI development, is also included in this analysis, as the site is too small to support associated parking for its proposed retail and restaurant uses. Therefore, this analysis takes into account all five parcels and not just the development located over Parcel’s 9, 11 and 15 (subject application).

Parcel’s 9 and 11 will support the main REI office building, and includes office space and retail and restaurant spaces.

Parcel 7 will include office space, a public market building and four levels of below grade parking for the development. The public market building will be an indoor food and retail market, designed to primarily serve the surrounding office uses during the day and the nearby neighborhoods during evening and weekend hours. A public market is considered an “unspecified use” when determining parking minimums and maximums (LUC 20.20.590.F.2). Therefore, in order to determine the appropriate number of parking stalls for the proposed public market, the applicant is required to provide a parking study. Parametrix submitted a final parking study letter, dated December 8, 2017. A copy of this letter can be found in the project file. As the public market is comprised of both retail and restaurant uses, the parking study

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD analyzed data for both retail and restaurant uses, but utilized restaurant parking ratios which are parked at a higher demand, as a conservative ratio to estimate the parking requirements for the public market building use. Therefore, excess parking for the public market building may result if the public market building turns out to be more retail oriented, than restaurant oriented.

The Yard Block on Parcel 15 will be a private landscaped area for the REI development and is for on-site employee use only. Therefore, no extra parking for the parcel is necessary, as it is accommodated within the parking garages for the overall REI development. However, if in the future REI decides to utilize Parcel 15 as more than just for employee use i.e. company summer picnic, other singular large-scale events, etc., then parking would need to be re- evaluated at that time. Options include a temporary use permit, for those events which are less frequent (i.e. summer picnic for employees and family), or, if re-occurring events are proposed, (i.e. summer outdoor concert series, farmers market, etc.) and the overall use of the parcel changes, then review of a new parking study and associated traffic impact analysis would be required and reviewed by staff to determine whether the revised use of Parcel 15 would trigger either an amendment to this design review approval, or the need for a new design review approval. Refer to Section XI for Condition of Approval regarding Parcel 15 Future Use Modification.

The following is a breakdown of the minimum parking required by Parcel for the overall REI development and including Parcel 3A to be developed at a later date:

Parcel Land Use NSF of Minimum Spaces Required Total Required Use Required per Parcel 7 Office 25,923 2 per 1,000 NSF 52 Restaurant 12,170 5 per 1,000 NSF 61 113 3A Restaurant 2,850 5 per 1,000 NSF 14 Retail 6,450 2 per 1,000 NSF 13 27 9/11 Office 295,228 2 per 1,000 NSF 590 Restaurant 2,513 5 per 1,000 NSF 13 Retail 12,013 2 per 1,000 NSF 24 629 Subtotal Required 76 9 spaces Total Provided 85 0

The REI development, and including Parcel 3A, requires a minimum of 769 spaces; however, the REI development is providing an extra 81 stalls, for a total of 850 spaces. It should be noted that the maximum parking permitted for all uses is 1,290 spaces, which the project will not exceed.

Parking will primarily be accommodated on Parcels 7 and 9/11. Due to the structural design of the main REI office building located on Parcels 9/11, only one level of below grade parking for 217 stalls is proposed. Therefore, the majority of the parking will be accommodated on Parcel 7, which includes four levels of below grade parking for 639 stalls. It should be noted that the parking required for the future Parcel 3A development north of Parcel 7 will also be accommodated within the Parcel 7 development below grade garage. Therefore, an off-site shared parking agreement will be required between Parcel 7 and Parcel 3A. In addition, an off- site shared parking agreement will be required between Parcels 7 and 9/11 for the REI development.

Per LUC 20.20.590.I, the Director may approve shared use of parking facilities located on separate properties if a convenient pedestrian connection between the properties exist, the

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD properties are within 1,000 feet of each other and the availability of parking for all affected properties is indicted by direction signs. The parking proposal for all Parcels meet these criteria, therefore permitting the recording of off-site shared parking agreements. Refer to Section XI for Condition of Approval Regarding Off-Site Shared Parking Agreements.

The commercial/retail parking stalls required as part of this development are proposed to be located within the larger below grade garage on Parcel 7. These parking stalls will be required to be marked as such, and shall be accessible to the public, and not located behind gates that could be locked during hours that the commercial and retail uses will operate. Refer to Section XI for Condition of Approval regarding Commercial/Retail Parking Stall Identification.

2. Loading Per LUC 20.20.590.K.4, an off-street loading space is required which can access a public street. The standard requirement for a loading space is 10 feet wide by 55 feet long. However, the Director may reduce the required stall length and maneuvering length if the property owner demonstrates that known delivery vehicles can park and maneuver within the proposed loading and maneuvering spaces so that no part of a vehicle using or maneuvering into the loading space projects into a public right-of-way, access easement or private road.

The REI development will have minimal loading needs, primarily for office and retail use deliveries. These delivery trucks are typically smaller (i.e. office suppliers, fresh food delivery) than larger delivery trucks, which require additional loading space and maneuvering length to load and unload.

Two 10’ x 35’ loading areas are provided within the building which are adjacent to the garage entrance via NE 14 th Terrace. An adjacent refuse/recycling area is located next to the loading area for placement of a 25-yard compactor. All loading will occur within the building structure; however, pick up of refuse/recycling will occur outside of the building, but outside of the public right-of-way. Both the delivery and refuse/recycling vehicles will need to back into these spaces from NE 14 th Terrace. Refer to Sheet C1-307 within the plan set for reference diagrams. Republic Services has reviewed and approved the proposed refuse/recycling design for the building. Refer to Section XI for Conditions of Approval regarding Provisions for Loading and Solid Waste/Recycling Collection Facilities Required.

3. Floor Plate Exception Per LUC 20.25D.080.B.1.a, the Director may allow the connection of floor plates above 40 feet, such that those floor plates exceed the gross square feet per floor (gsf/f) above 40 feet consistent with the following limitations:

• The connection shall be to allow for safe and efficient building exiting patterns. The connecting floor area shall include required existing corridor area and may include the area associated with dwelling units or other building uses; • The connection shall occur on no more than three floor levels above 40 feet; and • The alternative design shall result in a building mass that gives the appearance of separate and distinct building elements.

Only 2 levels of the building above 40’ exceed the 28,000 gsf/f maximum. Level 4 of the proposed structure exceeds the 28,000 gsf/f maximum requirement by 18,317 gsf and level 5 exceeds it by 16,464 gsf. The floorplate connection at level 4 and 5 is through an enclosed connector bridge, which allows for safe exiting to a stairwell adjacent to the bridge, in addition to providing efficient circulation. The building massing is designed to give the appearance of

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD separate and distinct buildings with the inclusion of upper level stepbacks for floors 2-5 and a pedestrian connection that bifurcates the building at level 1. In addition, the material/color palette also help to further define the quadrants of the building as separate forms.

Floor Plate Connection

4. Mechanical Screening Roof plans submitted for the building permit application shall indicate locations of mechanical equipment, including any communication equipment such as satellite dishes. The applicant shall demonstrate that screening for rooftop mechanical equipment is architecturally integrated with the building. Screening shall be provided so that rooftop mechanical equipment is not visible from adjacent streets, public sidewalks, or above. All HVAC rooftop equipment shall be consolidated and screened, including painting of equipment/screening as necessary.

Power, telephone, traffic control, or other equipment shall not be located in above ground cabinets in sidewalk areas. Such equipment shall be located in underground vaults, in a building, or substantially screened per the approval of the Development Services Department.

Any at grade grills/grates or panels shall be the minimum size necessary, be ADA compliant and flush with the sidewalk or driveway in which it is installed. Review and approval of these locations and grates will be through the Clearing and Grading and Mechanical permit review process. Refer to Section XI for Condition of Approval regarding Mechanical Equipment Screening.

5. Garage Entry and Soffits The proposed garage entry for the main REI office building is located via NE 14 th Terrace to minimize pedestrian-vehicular conflicts at the base of the building fronting Spring Boulevard. The garage entry and loading dock is set back approximately 30-feet from the roadway in order to help alleviate back-ups onto NE 14 th Terrace. It should be noted that the garage entries and soffits shall be finished to provide pedestrian and vehicles a view that is consistent with the level of architectural detailing found on surrounding buildings. Refer to Section XI for Condition of Approval regarding Garage Soffit Views. Page 25 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

6. Required Ground Floor Commercial Ground floor commercial uses are an essential component of active and vital streets, as well as transit station areas. Ground floor uses create a vibrant “18-hour” pedestrian environment where neighborhood services are within an easy walk, bike or transit trip. In the 122 nd Avenue Node, (Node in which the main REI building is sited), at least 50% of the street level building edges shall incorporate ground floor commercial uses. Commercial uses include eating and drinking establishments, merchandise sales and personal services. The proposed project is subject to and includes 50% retail frontage along NE Spring Boulevard. It should be noted that Parcel 15 is to be developed as a landscaped area known as the “Yard Block”, which is not publicly accessible. If in the future, the property owner intends to develop a structure on Parcel 15, that development would be subject to ground floor commercial uses as part of the design of the future building. Refer to Section XI for Condition of Approval regarding Ground Floor Commercial Uses.

7. Street-Level Build-to Lines Build-to lines occur along select block faces to help establish a continuous “street wall”, providing a sense of enclosure and visual interest for pedestrians. Build-to lines also contribute to the economic viability of retail and commercial uses by providing direct pedestrian access and visual exposure to potential drive-by customers. Ground floor facades must be built to the back of sidewalk. In the 122 nd Avenue Node, required build-to lines may be interrupted only to accommodate public or private plazas, parks, or other publicly accessible spaces. Interruptions in the required build-to lines shall be limited to a maximum of 25% of the total project frontage on an individual block. For this proposal, build-to lines are required on Spring Boulevard. The proposed main REI office structure, located over Parcels 9 and 11 and within the 122 nd Avenue Node, is in compliance with build-to lines. It should be noted that Parcel 15 is to be developed as a landscaped area known as the “Yard Block”, which is not publicly accessible. If in the future, the property owner intends to develop a structure on Parcel 15, that development would be subject to build-to lines as part of the design of the future building. Refer to Section XI for Condition of Approval regarding Build-to Lines.

8. Required Sidewalk-Oriented Development Sidewalk-oriented development is characterized as ground floor building frontages with direct entries from the sidewalk and/or building frontages with a high degree of transparency and activating land use. This increased visual and physical interaction between the people inside and outside the buildings results in “eyes on the street” while creating a greater degree of safety and a vibrant public realm. 100% of ground floor facades shall be transparent glass. Interruptions shall be limited to 30% of the sidewalk-oriented development.

Sidewalk oriented development is required along NE Spring Boulevard, similar to required ground floor commercial uses. The proposed main REI office building is in compliance with the development standards for required sidewalk-oriented development. Parcel 15 is to be developed as a landscaped area known as the “Yard Block”, which is not publicly accessible. If in the future, the property owner intends to develop a structure on Parcel 15, that development would be subject to sidewalk-oriented development as part of the design of the future building. Refer to Section XI for Condition of Approval regarding Sidewalk-Oriented Development.

9. Restricted Driveway Access Driveway access along certain streets is restricted to minimize conflicts with transit, autos, bicycles, and pedestrians, and to reinforce active edge continuity along commercial and retail frontages. NE Spring Boulevard is identified as a street which has restricted driveway access. The proposal does not include driveway access off NE Spring Boulevard into the proposed Page 26 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD structure. Instead, the main driveway access into the development, including loading and refuse pick-up is via NE 14 th Terrace.

10. Required Street Furniture Street furniture elements support a consistent and uniform street character, reinforce the identity of a district, and minimize conflicts with pedestrian mobility. Street furniture is required on NE Spring Boulevard. The applicant has proposed to install a variety of street furniture elements throughout the development, including benches integrated into the building structure along Spring Boulevard and refuse/recycling containers and bicycle racks spread throughout the development. Tracts G and J, which are located adjacent to and east of the site will be developed as a park, which will include additional seating elements, bike racks and refuse/recycling containers. Refer to Section XI for Condition of Approval regarding Street Furniture.

C. Bel-Red Design Guidelines Per LUC 20.25D.150, each development within a Bel-Red land use district must comply with the provisions of the following Bel-Red Subarea Design Guidelines:

Character and Site Guidelines 1. Integrate the Natural Environment 2. Promote Architectural Compatibility 3. Establish and Strengthen Gateways 4. Protect and Enhance Surface Water Resources 5. Integrate Art

Finding: Active and passive gathering spaces with extensive landscaping are incorporated throughout the project, including mitigation planting areas for native habitat. Through building form and proportion, strong façade modulation and authentic articulation of materials, the REI project will fit in and complement with the existing and proposed architectural surroundings. As an important and iconic structure, the REI corporate headquarters will also help strengthen and support the overall identity and sense of place within The Spring District. The project incorporates the use of site grading to slow and capture stormwater runoff, pervious surfaces throughout the exterior of the building and on-site treatment methods to support the protection and enhancement of surface water resources. While artwork is not currently shown as part of the proposal, future installation has been contemplated and will likely be installed after project completion.

Pedestrian Emphasis Guidelines 1. Define the Pedestrian Environment 2. Enhance the Pedestrian System 3. Protect Pedestrians from the Elements 4. Create a Variety of Successful Outdoor Spaces 5. Provide Places for Stopping and Viewing

Finding: At the ground level along Spring Boulevard and along the eastern (front entrance) elevation, the building contains a massing rhythm of solid and void materiality, transparent windows, weather protection, seating areas, appropriate lighting and signage to define a visually rich pedestrian experience. In addition, mid-block pedestrian connections through the center of the proposed building and along the western and eastern sides of the development also help to enhance pedestrian circulation within the site, as well as provide a connection to the larger Spring District neighborhood. These pedestrian connections also serve as outdoor spaces that are safe and welcoming to the public with common cues which connect them into the larger Page 27 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD pedestrian network. “Eddy” spaces relate to the hierarchy of circulation, offering likely places to pause, which are particularly important along the midblock pedestrian connection running through the center of the building, as well as where the building will interface with the future installation of a park, adjacent to the main entrance of the building.

Architectural Guidelines 1. Encourage High Quality Materials 2. Provide Interesting Building Massing 3. Create Attractive Building Silhouettes and Rooflines 4. Foster Attractive Rooftops 5. Design Inviting Retail and Commercial Entries 6. Encourage Retail Corner Entries 7. Encourage Inviting Ground Floor Retail and Commercial Windows

Finding: Detailed articulation of the materials and structure details will convey a feeling of quality and permanence. Vertical and horizontal elements are used to break up the apparent mass of the structure and increase visual interest. Deep setbacks on the upper floor levels serve to further break down the mass and provide exterior deck spaces for future employees which help to create interactive rooftop spaces. Mechanical equipment at the roof level will also be concealed within the building structure and screened from above so as not to detract from the rooftop spaces.

The main entrance to the building will incorporate visually transparent and welcoming elements and materials to create an open atmosphere that will draw both employees and visitors to the structure. A proposed retail space on the north-west corner of the building will help to enhance the pedestrian environment and draw visitors across Spring Boulevard from the light rail station, which helps to anchor the development.

Lighting Guidelines 1. Orient Lighting Toward Sidewalks and Public Spaces 2. Integrate Building Lighting

Finding: Energy efficient, pedestrian scaled lighting will be used that will be compatible with the palette of fixtures used elsewhere within The Spring District. Lighting will be used to highlight key building entries with a natural diffuse glow. At the midblock pedestrian connection, a variety of lighting strategies will be used such as at grade fixtures to accentuate vertical facades, soffit lighting to provide ambient pedestrian safe illumination, and catenary lighting to add visual interest where the connection is open to the sky.

IV. CONSISTENCY WITH THE SPRING DISTRICT DEVELOPMENT AGREEMENT (DA) & MASTER DEVELOPMENT PLAN (MDP) In addition to consistency with the Land Use Code and Zoning Requirements, the project must also be consistent with The Spring District Development Agreement (DA) and Master Development Plan (MDP). Refer to Section XI for Condition of Approval regarding Development Agreement and Master Development Plan. Below each item from the DA and MDP is an explanation of how the subject Design Review application complies for the REI development.

The Spring District Development Agreement (DA) Requirements On July 10, 2009, a Development Agreement (DA) was signed between the City of Bellevue and WR-SRI 120th LLC. The Development Agreement was recorded on September 11, 2009. This

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD agreement required specific items for the development of the property known as “The Spring District.”

Note: Items are listed in the order of the Development Agreement:

A. 1 and 2 Catalyst Project Criteria and Minimum Contents of MDP Finding : The Spring District MDP met the catalyst project criteria in LUC 20.25D.035 and contains the minimum contents required under the DA to be granted the benefits of the Development Agreement, including extended vesting and specific governing regulations. Refer to The Spring District Master Development Plan at pages 25-27.

B. Development Standards and Vesting Period Finding: Pursuant to the terms of the Development Agreement, the MDP is vested for fifteen years from its effective date, October 8, 2012 (date of the City’s final administrative decision). See LUC 20.35.045. The REI application meets the conditions to be reviewed under the Development Agreement, including the DA’s Governing Regulations.

C. Governing Regulations Finding: Pursuant to the terms of the DA, the REI application is reviewed under the Governing Regulations, Title 20 (Land Use Code) and Title 21 (Comprehensive Plan) as they existed on the effective date of the DA, July 10, 2009, with certain limited exceptions. The City shall not exercise its substantive SEPA authority to impose conditions on Land Use Code approvals issued during the Vesting Period in a manner that is inconsistent with the Governing Regulations. Neither Sound Transit’s East Link Project, nor any other high-capacity transit operating within a dedicated transit-only right-of-way has begun service to a transit station within The Spring District. Therefore, the revised governing regulations provision of the DA is not yet applicable.

D-E. Consistency with DA, Proportional Compliance Finding: The proposal is consistent with DA requirements. Proportional compliance is not applicable since the subject Design Review application is for a new major office headquarter development.

F. FAR Amenity Bonus System Finding: The Spring District is a Catalyst Project consistent with the terms of the DA and Chapter 20.25D LUC. Accordingly, the FAR Amenity Bonuses are calculated pursuant to Paragraphs F.1 of the DA that is included below for reference. The proposal meets the requirements of the FAR Amenity Bonus System.

F.1. Adjustment of Tier 1 Fee-in-lieu Rate. For a Catalyst Project on the Property, the Owner may choose to comply with the LUC 20.25D.090 requirements for Tier 1 amenities by paying a fee-in-lieu at a rate of $3.75 for each square foot of floor area for the first 750,000 square feet of development under the MDP, and by paying a fee-in-lieu rate of $4.00 for each square foot of floor area above 750,000 square feet. In the alternative, this Development Agreement provision shall not bar the Owner, at its choice, from utilizing the LUC 20.25D.090 standards as of the Effective Date to provide required amenities.

G. Concurrency. Finding: Pursuant to the Development Agreement, traffic concurrency analysis was conducted for the proposed Spring District Phase 3 development, and a Certificate of Concurrency for all of Phase 3 is now issued on March 29, 2018. Per the Development Agreement, that Certificate of Page 29 of 75

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Concurrency covers the full REI development for five years until March 29, 2023, and may be extended consistent with the provisions of BCC 14.10.040.F.1.

H. Catalyst Project Residential Requirements and Delay Penalty. Finding: The MDP designated 6.9 acres of residentially-restricted property, which exceeded the DA requirement of 5.8 acres. The REI development does not contain any residential development that would count toward the minimum DA requirement of 784,000 square feet of residential use in The Spring District. Under the DA, residential uses must be developed proportionally to commercial uses no later than the date which Sound Transit’s East Link Project or other high-capacity transit operating within a dedicated transit-only right-of-way, begins regularly scheduled passenger-carrying service to a transit station within The Spring District. No such service has begun so this requirement is not yet applicable; however, this project advances a substantial portion of the required residential development.

The Spring District Master Development Plan Conditions

Note: Items are listed in the order of the Master Development Plan:

Compliance with MDP Conditions: X.A. GENERAL CONDITIONS

1. Vested Status of the Master Development Plan . Finding : The MDP is vested for 15 years from October 8, 2012 and this application was received within the vesting period.

2. Development Agreement (DA) between the City and Applicant :

(a) Residential Property .

Finding: There are no residential uses being proposed under this application. Current and future development applications will address construction on the residentially- restricted property.

(b) Parks :

• Within Phase 1, the project shall include development of a public mini- park a minimum of one acre in size (designated as project M-3 in the Bel- Red Parks and Open Space Project List in the Comprehensive Plan) and an activated park or recreation space of at least 30,000 contiguous square feet.

Finding : The public mini park is not part of this application, but remains as part of the Phase 1 development of the MDP. The activated park of at least 30,000 square feet is also not part of this application, but will be installed as part of the Phase 1 development of the MDP.

• All park tracts developed as a condition of the Development Agreement shall, if owned and maintained by the applicant, record an easement securing public access over the park tracts.

Finding: The public mini-park and existing activated park are not part of this application.

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• Future design and development of the one-acre public park (M-3), per the Development Agreement, shall be approved by the Parks & Community Services Department and be consistent with BCC 3.43.

Finding: The public mini park is not part of this application.

3. Review Process for Parks/Plaza/Gateways: Review and approval of all park/plaza/gateway areas shall be conducted under Design Review approval, with input by the City of Bellevue into the design of these areas.

Finding: This application does not include, nor is it required to have a park, plaza or gateway as required under the Master Development Plan. However, the proposal includes two pedestrian connections that are required under the MDP to replace previously existing street network. These pedestrian connections will be publicly accessible and will include seating areas.

4. Phasing Plan: The Phasing Plan shall be followed per the Conceptual Phasing Plan (Attachment F). Modifications to the phasing plan may occur, per LUC 20.30V.160.

Finding: This application for REI is within the maximum contemplated build out for The Spring District Phase 3 as shown in the MDP.

5. City Council Approval of NE 15th Street/NE 16th Street and portrayal on the Binding Site Plan:

If shifting of the NE 15th Street/NE 16th Street alignment (horizontal/vertical) at a later date is in conflict with the recorded BSP, the applicant shall amend the BSP to match the City Council approved alignment (horizontal/vertical) of NE 15th Street/NE 16th Street. Such amendment of the BSP shall occur prior to submittal of the next Design Review application for the MDP site after the final alignment is approved. The vested status of final street locations does not occur until an adjacent DR is issued.

Finding: This condition has been implemented in conjunction with the REI design review development. NE Spring Boulevard (NE 15 th Street) is being designed and constructed under a City of Bellevue Capital Improvement Project (CIP) concurrently with the construction of the REI development.

6. Public Plaza at the Light Rail Station: As a part of the master planning process for the Sound Transit 120th East Link Station, the applicant shall coordinate with the City of Bellevue and Sound Transit regarding the design of a public plaza adjacent to Sound Transit’s 120th East Link subterranean light rail station. The applicant shall designate the plaza as a “public plaza” on the recorded Master Development Plan.

Finding: This condition does not apply to this application because the station is not within the project limits for this proposal. However, the public plaza is part of Phase 3 of the MDP and will be designed and constructed in conjunction with the construction timing of the 120 th Light Rail Station.

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7. Pedestrian Amenities:

• Multi-purpose trail: A multi-purpose trail (12-14 feet in width) shall be provided along the entire length of the Spring District’s property along 124th Avenue NE to connect to the multi-purpose trail on NE 16th Street as shown on the MDP plans. See Attachment A. For Phase 1a, the applicant shall design the entire trail (for both Phase 1a and subsequent phases) and construct the Phase 1a trail adjacent to any Phase 1a development. For subsequent phases, the applicant shall complete construction of the trail as part of any development requiring design review on adjacent parcels.

• Landscaping along 124th Avenue NE: The area within the Seattle City Light easement (adjacent to 124th Avenue NE) shall be landscaped along with a multi-purpose trail. Vehicular parking areas, vehicular lanes or load/unload areas will be prohibited within this easement area. This landscaping shall be installed as a part of Phase 1.

Finding : This condition applies to this application because the Parcel 15 “Yard Block” development will front 124 th Avenue NE. The City of Bellevue is implementing a Capital Improvement Project for 124 th Avenue NE and has received federal funding for a portion of roadway and street frontage improvements. This application is required to show compliance with this condition; however, the City of Bellevue will be constructing these requirement improvements as part of the future CIP project.

• Mid-block Public Pedestrian Connection: A mid-block public pedestrian connection (14’ wide) between Buildings 15 & 16 (as shown on the MDP plans, Attachment A) shall be provided from 123rd Avenue NE to 124th Avenue NE and shall meet ADA accessibility requirements and the intent of the Green Streets Development Standards and be consistent with the design of NE 14 th Terrace. The location and design shall meet the intent of LUC 20.25D.140.D. This mid-block public pedestrian connection with its associated easement and signage shall be installed as a part of any development requiring design review on Block 15.

Finding: This condition applies to this application because the pedestrian connection will be located on the southern boundary of Parcel 15, adjacent to Parcel 16 to provide this connection. The pedestrian connection will be 14-feet wide and will meet ADA accessibility requirements.

• Green Streets: The modification request is to remove the Green Street designation from NE 15 th Terrace, which has been eliminated to accommodate the new development on-site. The proposal will retain NE 14 th Terrace as a public Green Street. Modifications to standards may be approved through the design review of individual projects. The condition to provide a public pedestrian connection between Building 15 & 16 is revised on Condition 7 above.

Finding: The required Green Street is located on NE 14 th Terrace. Although NE 14 th Terrace is located adjacent to Parcels 9, 11 and 15, this condition does not apply to this application because development of NE 14 th Terrace as a Green Street is being reviewed and constructed under a separate permit (#17-113883-GD). Page 32 of 75

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• Sidewalks: The applicant shall provide sidewalks along all city/private streets within the project limits.

Finding: The sidewalks along NE Spring Boulevard and 124 th Avenue NE will be installed as part of two different City CIP projects for roadway construction; however, the applicant will be required to pay for these sidewalk improvements. The sidewalk along NE 14 th Terrace will be installed by the applicant as part of this project.

• “Pedestrian” Gateway Connection: A “Pedestrian” Gateway Connection shall be located at the southwest corner of the property between Buildings 18 & 19 as shown on the MDP plans. See Attachment A. The gateway shall provide pedestrian access from the site (approximately NE 13th Street and 121st Avenue NE) to the adjacent city street at NE 12th Street (near 120th Avenue NE). The pedestrian connection shall be designed and permitted during the Design Review process for the first adjacent building to the gateway.

Finding: This condition does not apply to this application because this area of The Spring District is not part of the subject site.

8. Other Gateway Opportunities: The applicant will be required to provide a gateway entrance at the street level for pedestrians, motorists, and those passing by the site. The location and timing of the construction of this gateway entrance at street level shall be determined during Phase 1. Likely locations would be the entrance to the site at NE 13th Street (from 124th Avenue NE) or NE 15th Street (from 120th Avenue NE or 124th Avenue NE). Such location shall be reviewed and approved under Design Review and approved by the Transportation Department.

Finding: This condition does not apply to this application because these gateway areas of The Spring District are not part of the subject site, nor are they adjacent to the subject site. The entrance to the Spring District at 124 th Avenue NE and NE District Way will provide a gateway feature, as permitted under the design review for the adjacent buildings on Parcel’s 16 and 24.

9. Sign Master Plan: The applicant shall submit a sign master plan for the entire MDP project. The sign master plan may be submitted with the first Design Review application or separately as a Land Use Exemption to the approved Master Development Plan. Proposed signs on-site for individual buildings will not be approved until found consistent with the approved sign master plan.

Finding: The Sign Master Plan will be submitted as a separate application as allowed under this condition. There are no implied approvals of signage as part of this application. The applicant for this project is encouraged to submit a Pre-Development Services (DC Permit) application for review of sign program, instead of a Land Use Exemption. A Land Use Exemption is only for the MDP sign master plan. Signage for the proposed REI development is being reviewed separately under a Pre-Development Services application (#17-126470-DC). Refer to Section XI for Condition of Approval regarding Sign Master Plan.

10. Recycling and Solid Waste Collection: With each Design Review application, the applicant shall document how recycling and solid waste will be collected. Page 33 of 75

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Recycling and solid waste receptacles may not be pulled out to the adjacent street/sidewalk. Refuse and recycling areas may not be located within adjacent public/private streets or adjacent rights-of-way. These activities must be located on each individual building site and screened from public view. The applicant shall coordinate the location of receptacles with Republic Services or any successor in interest to the Bellevue Waste Hauling franchise.

Finding: The entrance to the below grade garage on NE 14 th Terrace will include an adjacent loading dock and recycling and solid waste collection area. A 25-yard compactor will be installed to facilitate collection and pick up. Trucks will temporarily back into the loading area to collect refuse. This design meets the MDP requirements and has been approved by Republic Services.

11. Street Development: Future street development must be approved by the Transportation Department and be consistent with LUC 20.25D.140.

Finding : NE Spring Boulevard will be constructed under a City of Bellevue CIP infrastructure project. The design will be consistent with the street development standards in LUC 20.25D.140 and has been approved by the Transportation Department. NE 14 th Terrace will be constructed by the master developer as part of a separate clear and grade permit.

12. Access to Underground Parking Garages: In order to provide alternate vehicular routes to city streets (due to the modification of the NE 12th Street local street), the applicant shall provide two vehicular access points to the underground parking garages, one along NE 12th Street and the other along 120th Avenue NE (unsignalized). The exact location of these parking garage driveways shall be determined at the Design Review stage of the subject buildings/phases. A signal at 120 th Avenue NE will be warranted in the future based upon future development west of 120 th Avenue NE. For Parcel 17’s clearing and grading permit, required intersection improvements per the Transportation Department shall be shown and installed as part of Parcel 17’s development proposal.

Finding: This condition does not apply to this application, as the project limit does not have frontage on 120 th Avenue NE or NE 12 th Street. The parking garage access point along NE 12 th Street has already been constructed as part of the Phase 1 Residential project, which is separate from this application. The master developer recently amended the approved Master Development Plan and corresponding Traffic Impact Analysis to modify the signalization requirement for the driveway entrance on 120 th Avenue NE (#16-141978-LJ). While this amendment was approved to eliminate the signalization now, provisions have been put in place for a future signal at this driveway approach once additional development across 120 th Avenue NE commences and warrants the need for signalization.

13. Modification to MDP: The applicant shall submit a modification to the Master Development Plan for minor changes to the approved MDP. Modifications can be processed as a Land Use Exemption application (LUC 20.30V.160.B). Minor changes include updates to road configurations, FAR calculations, the Amenity Chart, impervious surface/lot coverage and the Sign Master Plan. It will still be necessary to record the updated MDP.

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Finding: Any modification to this approval will require an approved revision to this MDP, processed as a Land Use Exemption. Refer to Section XI for Condition of Approval regarding Modification to the MDP.

14. Binding Site Plan: The Binding Site Plan shall be recorded upon the final decision of the Master Development Plan before the sale or lease of any lot, tract or parcel. The BSP shall include all required dedications and easements per the MDP conditions of approval at the time of each DR application for each project.

Finding: The Binding Site Plan was recorded on November 1, 2012 under King County Recording No. 20121101000274. An Amended Binding Site Plan was recorded on April 23, 2014 under King County Recording No. 20140423000863, on February 17, 2016 under King County Recording No. 20160217000684, on May 6, 2016 under King County Recording No. 20160506000760 and on September 26, 2017 under King County Recording No. 20170926000625.

15. Preliminary Design, Utility Codes and Engineering Standards: Utility review has been completed on the preliminary information submitted at the time of this application. The review of this application has no implied approvals for water, sewer and storm drainage components of the project. Final plan approval will occur under a Utility Extension Agreement which will be required for review and approval of the utility design. Submittal of the utility extension will coincide with future clearing & grading permit review. Final civil engineering may require some changes to the site layout to accommodate the utilities.

Finding: A utility extension agreement will be submitted by the applicant. Submittal of the utility extension agreement is required prior to the issuance of Clearing & Grading permits. Refer to Section XI for Condition of Approval regarding Preliminary Design, Utility Codes and Engineering Standards.

16. Art Concept: An art concept is required to be consistent with LUC 25D.150.B.5.a. Such art shall be installed within one of the public parks/plaza/gateways and reviewed under the subject Design Review application. Review/approval by the City of Bellevue Arts Commission is not required. The art concept shall be installed prior to completion/final certificate of occupancy of The Spring District.

Finding: Not applicable, as this site does not contain a required public park, plaza or gateway per the MDP. The installation of an art concept was implemented under the Phase 1 residential development (Sparc Apartments), located south of the subject site, which was the bicycle wall art located on Building E.

17. Addressing of Buildings/Tracts:

Finding: The applicant will be required to contact Parcel and Addressing Coordinator, Jami Fairleigh, Information Technology Department, phone 425-452-4310 regarding the addressing of buildings/tracts. Refer to Section XI for Condition of Approval regarding Addressing of Lots, Buildings and Storefronts.

18. Restricted Driveway Access: With each new Design Review application, the applicant shall document how the driveway access of that development meets the restricted driveway access intent of LUC 20.25D.140.F.

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Finding: The project is located along the southern side of Spring Boulevard, which has restricted driveway access, per LUC 20.25D.140.F; however, the proposed development does not include any driveway access points along Spring Boulevard. Entrance to the below grade garage and for loading activities is via NE 14 th Terrace.

19. Arterial Street Design Standards: The applicant shall meet the intent of the “Arterial Street Design Standards within the Bel-Red Subarea.” (This is now approved as part of Appendix B of the Transportation Department Design Manual, referred to as The Bel Red Corridor Plan.)

Finding: 124 th Avenue NE is designated as an arterial street. The City is currently proposing a new CIP project for roadway and frontage improvements to the section of roadway that is adjacent to the proposal, the construction of which, would occur in the future, post construction of this development. All Bel-Red street design standards will be met as part of this CIP project.

20. Right of Way and Easements: The applicant shall dedicate to the City all necessary right of way such that street improvements including on-street parking to the back of curb are located within the fee public right of way. The applicant shall also grant any necessary construction, pedestrian, landscaping and utility easements. The applicant shall provide easements to the City for location of signal and street light facilities such as above-grade boxes and below-grade vaults between the building and sidewalk within the landscape area.

Finding: The Master Developer has dedicated all necessary rights of way and the applicant will grant necessary easements consistent with applicable city requirements.

21. Vehicular Access Restrictions: All non-signalized driveways and private roads adjacent to 120th Avenue NE, NE 15th Street, 124th Avenue NE and NE 12th Street will be restricted to right in/right out. No left turns will be allowed at the signalized intersection of NE 15th Street/ 123rd Avenue NE. The applicant will purchase and post “No Left Turn” signs at the subject street and/or driveway locations, when and if necessary as directed by the City. All access is subject to additional restrictions based on traffic operations conditions as determined by the Transportation Department.

Finding: Due to restricted driveway access requirements for Spring Boulevard, the proposal does not include driveways on Spring Boulevard. Primary vehicular access to the development will be from NE 14 th Terrace. Future access for development of Parcel 15 is shown via 124 th Avenue NE; however, this driveway entrance cannot be used until the parcel is developed with a structure. It should be noted that this access point could be switched in the future over to NE 14 th Terrace, depending on the design of a future structure on the site. For the proposed Parcel 15 “Yard Block”, vehicular maintenance access is proposed via NE 14 th Terrace, which would be limited use.

22. Local Improvement District (LID): The applicant shall not protest the city's formation of a LID or Transportation Improvement District.

Finding : This condition was recorded as part of the Master Development Plan dated October 16, 2012 under King County recording number 20121016001049.

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Compliance with MDP Conditions: X.B. PRIOR TO ANY DESIGN REVIEW APPROVAL FOR A BUILDING, PHASE, AND/OR PARK/PLAZA/GATEWAY: The following conditions must be complied with prior to any Design Review approval for a building, phase, and/or park/plaza/gateway:

1. Design Review: Each new site development (i.e. building, parks, plaza, and gateway) shall require Design Review approval. If appropriate, Design Review applications may be combined.

Finding: This application is for an administrative Design Review approval for a new office building, which includes retail and restaurant spaces, along with a landscaped “Yard Block”, and is therefore consistent with this MDP condition.

2. Outward Focus of Perimeter Buildings: During the Design Review of individual buildings on the perimeter (124th Avenue NE, NE 12th Street, 120th Avenue NE), the applicant shall provide building designs that convey an outward focus toward the city streets as well as toward the interior of the development. The applicant shall incorporate the design guidelines of LUC 20.25D.150. The use of blank walls or flat nondescript walls that are not articulated by any visual interest is not consistent with applicable design criteria.

Finding : This condition is not applicable as the application does not provide building structure frontage on 120 th Avenue NE, NE 12 th or 124 th Avenue NE.

3. Coordinated Landscaping Plan along Site Perimeter: With the first perimeter Design Review submittal along 124th Avenue NE and the first perimeter Design Review submittal along 120th Avenue NE, a coordinated perimeter landscaping plan shall be submitted for the length of The Spring District property along each right-of-way. Note: This coordinated landscaping plan is for on-site landscaping and not off-site landscaping associated with any city right-of-way project.

Finding: The subject site will have frontage on 124 th Avenue NE. Landscaping will be coordinated with development to the south on Parcel 16; however, the City will be implementing a CIP project for roadway and frontage improvements to 124 th Avenue NE. These improvements will likely impact landscaping adjacent to the right-of-way. Staff will be working closely with the Transportation Department to ensure consistency with this MDP is contemplated in the design of the CIP project.

4. Impervious Surface/Lot Coverage: The maximum impervious surface/lot coverage is 75% MDP area-wide. This calculation shall be provided upon each Design Review application to keep track towards the final phase of the MDP.

Finding: The applicant provided the city with an updated calculation for this review. The existing impervious surface/lot coverage for Parcel’s 9, 11 and 15 is 100% due to the existing warehouse structures and asphalt parking lots. The total impervious surface/lot coverage of the area redeveloped under this application is 73% (191,228 sq. ft.). The cumulative impervious surface/lot coverage for all permitted projects within the entire Spring District to date is 73%, which is still below the 75% threshold required under the MDP. Refer to Section XIV.B.3 for Condition of Approval regarding Maximum Impervious Surface/Lot Coverage.

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5. Parking Stall Calculations: Each building shall submit parking stall calculations to document how it meets the Land Use Code requirements for onsite parking.

Finding: The application includes parking stall calculations showing compliance with on- site parking requirements. Refer to Section III.A Table 3 and B.1 above, which summarizes parking for the development.

6. Amenities and FAR for each Design Review:

• The phasing plan for the MDP shall provide for proportionate installation of amenities that must be included when each phase of development is constructed.

• Required amenities for each individual building shall be provided at the time of that building construction. In-lieu fees shall be assessed and collected at building permit issuance. Required amenities cannot be “borrowed” from future buildings or phases.

• The applicant shall meet the amenities outlined in the Development Agreement as well as the Land Use Code. The applicant shall use the attached Amenity calculation sheet (Attachment E) to show compliance with the DA and Land Use Code.

• The calculations shall show that for the overall MDP at full build-out, there is at least a minimum 2.5 FAR overall (per the Development Agreement) with a maximum 4.0 FAR overall (per the Land Use Code).

• With each Design Review application submitted under the MDP, the applicant shall include the physical FAR of the proposed project, as well as the calculated FAR of the project as part of the overall MDP rolling average. At no time shall the averaged MDP FAR fall below 2.5 (DA) or exceed 4.0 (LUC).

• Use of an alternate MDP FAR calculation or a change to the target MDP FAR must be reviewed and approved by the City of Bellevue as a modification, processed as a Land Use Exemption application to Design Review or as a modification request with the subject Design Review application.

Finding: As shown below, the FAR for this application is 1.18, which takes into account the landscaped “Yard Block” square footage of Parcel 15. With the inclusion of the proposed development, the MDP rolling average is no longer within the range of 2.5 to 4.0 (2.0) required under the MDP, the Development Agreement, and the Land Use Code. Future development within the Spring District MDP will need to be constructed at a higher density to ensure the MDP rolling average is maintained at a minimum 2.5 FAR, and no higher than the maximum 4.0 FAR.

The proposed FAR Amenity calculations, below, are consistent with the requirements of the Development Agreement, MDP, and Chapter 20.25D of the LUC. Fees will be collected at the time of building permit issuance. Refer to Section XI for Condition of approval regarding Payment of Fee-In-Lieu of Floor Area Amenities.

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The Development Agreement stipulates fees-in-lieu of amounts for amenity payments for this specific Master Development Plan. Each phase of development is required to provide the installation of amenities through payments in-lieu of installation (to be paid at building permit issuance). For this specific Master Development Plan, the first 750,000 square feet is paid at $3.75 per square foot. After 750,000 square feet, the fee is $4.00 per square foot.

The applicant intends to meet the FAR Amenity Incentive System (20.25D.090) code requirements through payment of fee-in-lieu to satisfy the required Tier 1 Parks and Streams tiered bonus category triggered. Based on the current building design and based on the terms of the Spring District Development Agreement, the estimated amount to be paid is $184,972.00, which will satisfy the Tier 1 Parks and Streams requirements. This estimated fee calculation is included as Attachment E. Per 20.25D.090.C.6, in-lieu fees shall be assessed and collected at building permit issuance. The fees will be re-calculated at that time, prior to collection.

The Spring District Development Agreement provides a two-tiered discounted rate for fee-in-lieu payments made under the amenity incentive zoning system. The first 750,000 Gross Square Feet (GSF) of development can make fee-in-lieu payments at $3.75 per square foot of Gross Floor Area (GFA). Following the first 750,000 square feet, remaining projects will be paid at the fee-in-lieu rate of $4.00 per square foot of Gross Floor Area.

The first 750,000 square feet of development of the Spring District has been completed, and therefore the remaining Spring District projects are no longer able to take advantage of the reduced $3.75 fee-in-lieu rate. Therefore, the proposed REI development is subject to the $4.00 fee-in-lieu rate. The total floor area subject to the fee-in-lieu obligation for the project is 46,243 square feet, which equates to $184,972.00. See tables below.

Non -Residential Development REI Development Parcels 9 , 11 & 15 Aggregate Parcel (Project Limit) Size (sf) 262,774 square feet Total Allowed SF at Max FAR (4.0) 1,051,096 square feet GFA of Proposed Development * 323,502 square feet Exempt Retail GFA 14,485 square feet GFA for FAR 309,017 square feet (323,502 – 14,485) FAR 1.18 (309,017/262,774) Base FAR Allowed (1.0) 262,774 GFA GFA Subject to Incentive System 46,243 GFA (309,017 – 262,774) GFA in Tier 1 (up to 2.5 FAR) 46,243 GFA GFA in Tier 2 (up to 0.5 FAR) 0

Amenity Fee -in -Lieu Payment Calculation REI Development Gross Square feet (GSF) of Development * 349,234 gross square feet % Floor Area Eligible for DA $3.75 rate 0% % Floor Area Eligible for DA $4.00 rate 100% Total Floor Area Subject to Amenity System 46,243 square feet

Square Feet Paid at $3.75 0 Square Feet Paid at $4.00 46,243 square feet Tier 1a: Affordable Housing $0 Tier 1 or Tier 1b: Parks and Streams $184,972.00

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* Gross Floor Area (GFA) – the area included within the inside finished wall surface of the surrounding exterior walls of a building excluding interior openings in floor plates (e.g. vent shafts, stair wells, and interior atriums), outdoor courts and exterior balconies. * Gross Square Feet (GSF) – total number of square feet within the inside finished wall surface of the outer building walls of a structure, excluding vent shafts, outdoor courts and parking.

See Attachment E for detailed amenity calculations.

Compliance with prior MDP Conditions: X.C, D, and E. PRIOR TO CLEARING & GRADING PERMIT, BUILDING PERMIT, AND ISSUANCE OF ANY CERTIFICATE OF OCCUPANCY :

Finding: Conditions contained in this section of the MDP are required by City Code and the MDP and therefore must be met before clearing & grading permits, building permits, or certificates of occupancy, respectively, are issued under this Design Review approval. Refer to Section XI for Conditions of Approval regarding Prior to Clearing and Grading, Prior to Building Permit Issuance, and Prior to Certificate of Occupancy.

V. PUBLIC NOTICE AND COMMENTS The applicant and the city held a public meeting on June 7, 2017 at City Hall. The purpose of the meeting was to discuss and clarify the proposal and to listen to neighbor concerns. The meeting was only attended by City Staff and the Applicant’s team. Comments were accepted prior to, during and after this public meeting, as well as up to the date of this decision. During the overall review of the project, the City received no official comments on the project.

VI. TECHNICAL REVIEW

A. Land Use As conditioned, short term impacts related to noise generation as a result of the construction will be minimized. Noise related to construction is allowed from 7:00 a.m. to 6:00 p.m. Monday through Friday and 9:00 a.m. to 6:00 p.m. on Saturday, except for Federal holidays and as further defined by the Bellevue City Code. Exceptions to the construction noise hours limitation contained in the Noise Control Code MAY be granted pursuant to 9.18.020.C.1 when necessary to accommodate construction which cannot be undertaken during exempt hours. Written requests for exemption from the Noise Control Code must be submitted two weeks prior to the scheduled onset of extended hour construction activity. The use of best available noise abatement technology consistent with feasibility is required during construction to mitigate construction noise impacts to surrounding uses. Refer to Section XI for Conditions of Approval regarding Construction Noise Hours and Use of Best Available Noise Abatement Technology.

B. Clearing & Grading The Clear and Grade reviewer has reviewed the plans and materials submitted for this project and has determined that the clearing and grading portion of this land use application can be approved. The future Clearing and Grading Permit application for this development must comply with the City of Bellevue Clearing and Grading Code (BCC 23.76).

C. Utilities Utility review of the REI Administrative Design Review was reviewed based on materials submitted at the time of this application and is approved for this application. No construction will occur under this permit. The approval of this application has been evaluated against City of Bellevue Utility Engineering Codes and Standards. Final utility engineering construction review and approval will be completed under separate construction permits. Refer to Section XI for

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Condition of Approval regarding Preliminary Design, Utility Codes and Engineering Standards.

Storm The development proposes to meet all the minimum requirements triggered for the site as required in the City of Bellevue Surface Water Engineering Standards and 2005 DOE manual. Based on information submitted with this permit the site will trigger storm drainage minimum requirements 1-6 of the Storm and Surface Water Engineering Standards. After a review of the materials submitted it is feasible for the development to mitigate storm water impacts to the site under the required Developer Extension Agreement permit. Flow control (Minimum Requirement 7) will not be required because site improvements will not exceed the DOE or Storm and Surface Water Engineering Standard threshold for flow control. The site is within the Sturtevant Creek 40/20 basin area allowing the use of existing condition for determining runoff control. The overall impervious area for the REI parcel area will decrease from 100% to 73%. Onsite storm water management (Minimum Requirement 5) will require the use of amended soil in landscape areas. The storm water conveyance system will have adequate capacity to serve the site.

The existing project limit is within an area of future proposed development under permits for the Spring District NE 14 th Terrace/ 121 st Avenue NE utility extension phase. Storm service connections for the lots will be provided with the construction permit and will be stubbed to the property. Water quality BMPs construction under NE 14 th Terrace/ 121 st Avenue NE utility extension will treat storm water draining from NE 14 th Terrace/ 121 st Avenue NE to Lake Bellevue. Water quality treatment for the REI development will be required since the development meets the threshold for pollution generating surfaces. No detention facility will be required since the runoff threshold will not be exceeded by the overall Spring District redevelopment.

See Utility code 24.06 and 2012 Utility Engineering Standards.

Water Domestic and fire service will connect to existing stubs provided to the site during the NE 14 th Terrace/ 121 st Ave NE utility extension. The water system has adequate capacity to serve the site. The utilities will need to be extended and constructed by Wright Runstad prior to connection. A portion of the water mains to serve the site with fire hydrants will be constructed under the Spring Blvd CIP. Building Occupancy will be tied to finalization of the water improvements in Spring Blvd for fire hydrant construction.

Sewer Sewer service will connect to sewer stubs provided to the site during the NE 14 th Terrace/ 121 st Ave NE utility extension. The sewer system has adequate capacity to serve the site. The utilities will need to be extended and constructed by Wright Runstad prior to connection.

D. Transportation

Site Access and Sight Distance This project is situated on Parcels 9, 11, and 15 in the Spring District Master Development Plan, and is in Phase 3 according to the current phasing plan for the development. This building will front on NE Spring Boulevard on the north side, 124th Avenue NE on the east, NE 14 th Terrace on the south side, and a park in Tracts J and G on the west side. The proposed building will cover most of Parcels 9 and 11, and will have a single underground parking level that will be accessed from NE 14 th Terrace. Parcel 15 is shown as a private park area in the design review Page 41 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD application, however this parcel was not included in the project traffic analysis and has no proposed access or parking.

There are a number of street projects planned or under construction in the vicinity of this site. The City has two CIP projects planned for construction in 2018-2019, one on NE Spring Boulevard between 120 th Avenue NE and 124 th Avenue NE, and another on 124 th Avenue NE between NE 12 th Street to NE Spring Boulevard. The master developer for the MDP, Wright- Runstad, is also currently constructing MDP infrastructure on 121 st Avenue NE and NE 14 th Terrace, with connections to existing infrastructure on 121 st Avenue NE, 122 nd Avenue NE, and 123 rd Avenue NE.

The MDP proposes a grid comprising public and private streets with extensive pedestrian connections to meet the intent of the Bel-Red Street Development Standards. Several of the streets proposed in the original MDP street plan were modified to allow construction of this project across these three parcels. The Street Development Standards allow a maximum block perimeter of 1200 lineal feet. To meet this, three public access corridors have been added between NE Spring Boulevard and NE 14 th Terrace for use by pedestrians and cyclists. The east corridor is generally on the west edge of Parcel 15 and connects 123 rd Avenue NE between these two streets. The center corridor is on the property line between Parcel 9 and Parcel 11, and is aligned with 122 nd Avenue NE on the south and is east of 122 nd Avenue NE on the north. The west corridor is east of Parcel 9 on the western edge of Tracts J and G. Although the west corridor isn’t on this site, as a requirement for the project, it will be included in the construction of this project. The MDP also requires the development of a multi-purpose path on the site frontage on 124 th Avenue NE, and a pedestrian connection on the south side of Parcel 15 between 124 th Avenue NE and 123 rd Avenue NE.

Access to the proposed building for vehicles will be provided via a 26-foot wide driveway on NE 14 th Terrace. There will also be a 30-foot wide driveway west of the garage driveway that will access the loading area for the building. No specific bicycle access has been identified for this building. An access driveway to Parcel 15 is allowed by the MDP but is not proposed or approved at this time.

Access to the building for pedestrians will be provided by entries to the retail spaces on NE Spring Boulevard and Tract J, and entries to the office space from NE Spring Boulevard, NE 14 th Terrace, and the three pedestrian corridors, with the main pedestrian entry to the office space from Tracts J and G. Sidewalks will be provided on the site frontage on NE Spring Boulevard, 124 th Avenue NE, and NE 14 th Terrace. Off-site improvements will also be needed to access the site on the frontages of Tracts J and G on NE Spring Boulevard, 121 st Avenue NE, and NE 14 th Terrace, and through Tracts J and G to the building entrance and in the required pedestrian corridor. The street improvements are expected to be constructed by others, but will be required to be completed prior to the occupation of this building. The improvements on the Tracts do not have a previous approval in place and will be a requirement of this project.

Because of a shared parking agreement with the smaller REI building on Parcel 7, most of the vehicle and bicycle trips to this project, including trips to the retail spaces, will use the garage across 121 st Avenue NE. Pedestrian routes will be required from the parking area in this building to the retail entrances on NE Spring Boulevard and through Tracts J and G. The route to the main office entrance will cross 121 st Avenue NE using a raised crosswalk, and continue through the park proposed for Tracts J and G. Several routes are available to reach the retail spaces in the main building along NE Spring Boulevard, including the sidewalk on 121 st Avenue NE and the east and center pedestrian corridors.

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Sight distance requirements for vehicles and pedestrians will be met at all driveways locations.

The loading area for this building will be accessed via the west driveway on NE 14 th Terrace. All loading for the site, including refuse collection, will take place within the garage and adjacent exterior area, and will not be allowed on NE 14 th Terrace. Refer to Section XI for Condition of Approval regarding Provisions for Access and Loading.

Street Frontage Improvements In order to provide safe pedestrian and vehicular access in the vicinity of the site, and to provide infrastructure improvements with a consistent and attractive appearance, the construction of street frontage improvements is required as a condition of development approval. The design of the improvements must conform to the requirements of the Americans with Disabilities Act, the Transportation Development Code (BCC 14.60), and the provisions of the Transportation Department Design Manual.

To provide access to this project, frontage improvements on NE Spring Boulevard, and NE 14 th Terrace, and off-site improvements to NE Spring Boulevard, 121 st Street NE, and NE 14 th Terrace must be completed as these streets do not currently exist. Sidewalk, landscaping, streetlights, and a minimum pavement width of 20 feet are required to be completed on NE Spring Boulevard, between 121 st Avenue NE and 124 th Avenue NE, on 121 st Avenue NE, between NE Spring Boulevard and the existing 121 st Street NE improvements south of the project and on NE 14 th Terrace between 121 st Avenue NE and 123 rd Avenue NE prior to occupancy of this building. All frontage improvements are required to be completed by the applicant if not completed by others in order receive any certificate of occupancy for the building.

Conditions X.C.2.b.9) and 11) of the MDP require the design, installation, and operation of traffic signals at the intersections of 121 st Avenue NE and NE Spring Boulevard and 123 rd Avenue NE and NE Spring Boulevard. These are included in the NE Spring Boulevard CIP project, and are required to be completed prior to occupancy of this building.

Most of the required improvements for NE 14 th Terrace are intended to be constructed by others under the NE 14 th Terrace/121 st Avenue NE grading permit. This will include the roadway, parking bays, curb and gutter, streetlighting, and landscaping. The sidewalk along the NE 14 th Terrace frontage of this site is required to be constructed with this project.

NE Spring Boulevard, including the traffic signals at 121 st Avenue NE and 123 rd Avenue NE, is intended to be constructed as part of a City CIP project beginning in late 2018, and is scheduled to be completed prior to the completion of this project. This project is required to provide all frontage improvements behind the curb on NE Spring Boulevard, including sidewalks, bike lanes, landscaping, and signals, but to avoid conflicts with the City’s contractor, the applicant will be required to contribute the cost of the improvements to the City’s CIP fund in lieu of construction. Similarly, the path on 124 th Avenue NE is a requirement of this project but will be included in the City’s CIP project with a contribution to that project for the cost of improvements.

Any construction along the NE Spring Boulevard and 124 th Avenue NE frontage, including construction access to this site, shall be coordinated with the City and the City’s contractor. Access may be temporarily restricted to allow the City’s contractor to complete project improvements as outlined in the Right of Way Use permit for the project. Refer to Section XI for Condition of Approval regarding Street Frontage and Pedestrian Corridor Improvements.

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

Required Project Improvements

1. Improvements on NE Spring Boulevard between the curb and the back of the sidewalk, and the traffic signals at 121 st Avenue NE and NE Spring Boulevard and 123 rd Avenue NE and NE Spring Boulevard are the responsibility of the Parcel 9, 11, and 15 developer per MDP conditions X.C.2.b.9), 11), 12), and 13). These are included in the City’s CIP project, but the developer of Parcel 9-11-15 is responsible for a contribution to the CIP fund in the amount of the cost of their construction.

2. The multi-purpose trail on 124 th Avenue NE is the responsibility of the Parcel 9, 11, and 15 developer per MDP conditions X.A.7. This is included in the City’s CIP project, but the developer of Parcel 9,11,15 is responsible for a contribution to the CIP fund in the amount of the cost of the construction.

3. Sidewalk along NE 14 th Terrace is not included in the improvements to be constructed by others, and shall be constructed to a width of at least 6 feet with a planter strip of at least 5 feet, not including the curb width.

4. Landscaping, streetlights, and a minimum pavement width of 20 feet shall be completed on NE 14 th Terrace, between 121 st Avenue NE and 123 rd Avenue NE, either by others or by the applicant.

5. Sidewalk, landscaping, streetlights, and a minimum pavement width of 20 feet shall be completed on 121 st Avenue NE, between NE Spring Boulevard and NE 14 th Terrace, either by others or by the applicant.

6. Sidewalk, landscaping, streetlights, signals and a minimum pavement width of 20 feet shall be completed on NE Spring Boulevard, between 121 st Avenue NE and 124 th Avenue NE, either by others or by the applicant.

7. A mid-block pedestrian connection, minimum 14-foot width, shall be completed on the south side of Parcel 15 per MDP condition X.A.7.

8. ADA accessible pedestrian connections, minimum 14-foot width, shall be provided at two locations on parcels 9-11-15 and on Tracts J and G to ensure that the 1200-foot maximum block perimeter requirement in BCC 20-25D.140.3a is met.

9. An ADA accessible pedestrian connection, minimum 14-foot width, shall be provided across Tracts J and/or G from 121 st Avenue NE to the main office entrance on Parcel 9 to provide access from the parking area on Parcel 7

10. Any existing sidewalk, landscaping, streetlights, or other improvements along site frontages or off-site improvements shall be restored if disturbed during the construction of this project.

11. Any modification needed for any of the existing street light plans are required for review and approval prior to completion of engineering and landscape plans showing any relocated fixture(s) along with street tree locations.

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Other Requirements:

12. The Americans with Disabilities Act (ADA) requires that sidewalk cross slopes not exceed two percent. The sidewalk cross slope may be less than two percent only if the sidewalk has a longitudinal slope sufficient to provide adequate drainage. Bellevue’s standard for curb height is six inches, except where curb ramps are needed. The engineering plans must comply with these requirements, and must show adequate details, including spot elevations, to confirm compliance. New curb and sidewalk shall be constructed in compliance with these requirements. Building elevations shall be consistent with the required curb and sidewalk elevations. Spot elevations must be included in the building plans in a manner that proves that building elevations are designed to correspond to the sidewalk elevations shown in the engineering plans, especially at entrances and other key points. Curb and sidewalk elevations will not be revised to fit the building, and city inspectors may require spot surveys during construction in order to confirm the required elevations.

ADA also requires provision of a safe travel path for visually handicapped pedestrians. Potential tripping hazards are not allowed in the main pathway. Any planter boxes installed in the sidewalk to improve pedestrian sight distance at driveways must be designed to reduce the tripping potential and must not extend more than two feet into the public sidewalk. Traffic signal controller boxes and streetlight contactor cabinets must be located so as not to interfere with the main pedestrian path. Buildings shall be designed so that doors do not swing out into the pedestrian path. Installation of colored or textured bands to guide pedestrians in the direction of travel is advisable, subject to the requirements for non-standard sidewalk features. ADA-compliant curb ramps shall be installed where needed, consistent with Design Manual standard drawings.

ADA-compliant curb ramps shall be installed at all pedestrian crossing locations consistent with City and WSDOT standard drawings. If such standards cannot be met, then deviation from standards must be justified on a Design Justification Form to be filed with the Transportation Department.

13. No new building structure or garage shall be constructed under a street right of way or existing public sidewalk unless it is allowed in an easement. No soil nailing is allowed under a street right of way or sidewalk/utility easement without an indemnification agreement that protects the city.

14. To the extent feasible, no new utility vaults that serve only one development will be allowed within a public sidewalk. Vaults serving a broader public purpose may be located within a public sidewalk. To the extent feasible, no utility vaults may be located within the primary walking path in any sidewalk.

15. Any awning, marquee, balcony, etc. over a sidewalk or utility easement must be at least 12 feet above the sidewalk, or be removable (with an agreement regarding removal and replacement); and must have at least three feet horizontal clearance from any streetlight or traffic signal pole.

16. No fixed objects, including fire hydrants, trees, and streetlight poles, are allowed within ten feet of a driveway edge, defined as Point A in standard drawings. Fixed objects are defined as anything with breakaway characteristics greater than a four- inch by four-inch wooden post. Page 45 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD

17. No new overhead utility lines will be allowed within or across any right of way or sidewalk easement.

Refer to Section XI for Conditions of Approval regarding Civil Engineering Plans – Transportation and Building and Site Plans – Transportation.

Easements Public pedestrian easements will be required for each of the identified pedestrian corridors, including the corridors on Tracts J and G. Sidewalk and utility easements have been recorded or will soon be recorded for the improvements on NE Spring Boulevard and 121 st Avenue NE. It is anticipated that these will accommodate the frontage improvements, however any additional easements that may be necessary shall be provided to the City. These may include temporary construction easements and slope easements. Refer to Section XI for Conditions of Approval regarding Existing Easements and Sidewalk/Utility/Access Easements.

Right of Way Dedication To incorporate street improvements which are reasonably necessary to mitigate the direct results of the development, and to accommodate the street widening described elsewhere in this document, the developer is required to dedicate property such that street surface to back of curb is accommodated within the public right of way.

MDP condition X.D.2.E. requires that the right-of-way be dedicated prior to the issuance of the project building permit. The right of way necessary for the improvements on NE Spring Boulevard and 121 st Avenue NE is expected to be provided to the City by others prior to the start of construction for this project, but must be provided by the applicant if that doesn’t occur. Refer to Section XI for Condition of Approval regarding Dedication of Right of Way.

Use of the Right of Way During Construction Applicants often request use of the right of way and of pedestrian easements for materials storage, construction trailers, hauling routes, fencing, barricades, loading and unloading and other temporary uses as well as for construction of utilities and street improvements. A Right of Way Use Permit for such activities must be acquired prior to issuance of any construction permit including demolition permit. Sidewalks may not be closed except as specifically allowed by a Right of Way Use Permit. Refer to Section XI for Condition of Approval regarding Right of Way Use Permit.

Pavement Restoration The City of Bellevue has established the Trench Restoration Program to provide developers with guidance as to the extent of resurfacing required when a street has been damaged by trenching or other activities. Under the Trench Restoration Program, every street in the City of Bellevue has been examined and placed in one of three categories based on the street’s condition and the period of time since it has last been resurfaced. NE Spring Boulevard, 124 th Avenue NE, NE 14 th Terrace, and 121 st Avenue NE will be classified as “No Cut” streets when accepted into the City system. Refer to Section XI for Condition of Approval regarding Pavement Restoration.

Transportation Management Program In order to reduce single occupant vehicle trips and provide enhanced options to employees and infrastructure users, the City has adopted code provisions for a transportation management program in BCC14.60.070. Refer to Section XI for Conditions of Approval regarding

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Transportation Management Program and Implement the Transportation Management Plan.

E. Building Division The plans for Design Review have not been sufficiently developed for a thorough review under the 2015 IBC (International Building Code), including amendments made by the State of Washington and the City of Bellevue. Complete review will occur under the Building permit application(s). The following comments are preliminary in nature and are not intended to be all- inclusive or imply approval.

The plans generally conform to the level of detail typical at this stage in the design process. The following items are required to be addressed in the development of the plans for building permit.

The drawings for the main building currently show the building spanning across property lines. However, buildings are not legally permitted to span across property lines. This condition will need to be resolved via a single site agreement. The Building Department requires, prior to issuance of any Building permit, that legal documentation be provided that demonstrates this has been completed. Refer to Section XI for Condition of Approval regarding Single Site Agreement.

The drawings for the main building currently show canopies on the west side of the building that span across the property line onto Tract J. Buildings, or portions thereof, are not legally permitted to span across property lines. This condition will need to be resolved either via a single-site agreement or via revisions to lot lines. The Building Department requires, prior to issuance of any Building permit, that legal documentation be provided that demonstrates this has been completed. Refer to Section XI for Condition of Approval regarding Canopies.

The plans currently show Tracts J & G directly adjacent to the west side of the main building. Exterior wall ratings, opening protection, and projections are required to be addressed in accordance with IBC Section 705, based on the fire separation distance. Fire separation distance is defined as the distance measured from the building face to one of the following (the distance is required to be measured at right angles from the face of the building wall).

1. Closest interior lot . Centerline of a street, alley or public way 3. An imaginary line between two buildings on the lot

Please be aware that Tract J & G currently do NOT qualify as public way as these tracts are privately owned. The fire separation distance for the main REI building would be required to be based on the eastern property lines of Tract J and Tract G. Given the proximity of the building to these property lines, walls and opening protection would be required. Projections would be limited. In order to consider Tracts J & G as ‘public way’ and meet Land Use requirements, the Building Department requires legal documentation (title encumbrance) that prohibits, in perpetuity, the construction of any building (any structure that has roof or floor area) on tracts J & G. This encumbrance must be filed and recorded with King County Recorder’s Office, a copy of which must be submitted to the City prior to issuance of the Building permit. Refer to Section XI for Condition of Approval regarding Building Prohibition.

At least one accessible route within a site is required to be provided from public transportation stops, accessible parking, accessible passenger loading zones, and public streets or sidewalks to the accessible building entrances served. The drawings are not currently developed to a sufficient level for us to determine if accessible route requirements are met. Building permit Page 47 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD drawings and documents are required to demonstrate that accessible route requirements will be met. Refer to Section XI for Condition of Approval regarding Accessible Route.

A vertical clearance of 98 inches minimum is required to be provided at the following locations: parking spaces for vans, the access aisles serving parking spaces for vans, and the vehicular routes serving parking spaces for vans. Building permit drawings and documents are required to demonstrate that sufficient clearances will be provided. Refer to Section XI for Condition of Approval regarding Vertical Clearance.

F. Fire The Fire Department has reviewed this proposal and recommends approval.

G. Addressing The parcel is currently addressed as 1501 124 th Avenue NE. This address, associated with the Bellevue Distribution Center, will likely change as the Spring District continues to develop. The following are the proposed addresses for the REI development:

1550 121ST AVE NE for the Main Building 12125 NE Spring Blvd for the western-most retail space 12225 NE Spring Blvd for the eastern-most retail space.

The final building addresses will depend upon the final building configurations. A change to a building’s egress may require readdressing. Refer to Section XI for Condition of Approval regarding Addressing of Lots, Buildings and Storefronts.

VII. STATE ENVIRONMENTAL POLICY ACT (SEPA) The environmental review indicates no probability of significant adverse environmental impacts occurring as a result of the proposed Design Review approval that are beyond those identified in the Bel-Red Corridor EIS and the Transportation Facilities Plan EIS. The Environmental Checklist together with information submitted (in the official file) adequately discloses expected environmental impacts associated with the proposed Design Review approval. The City codes and requirements, including SEPA, Land Use Code, Noise Ordinance, Building Code and other construction codes adequately mitigate expected environmental impacts. Therefore, issuance of a Determination of Non-Significance (DNS) is the appropriate threshold determination under the State Environmental Policy Act (SEPA) requirements, with incorporation by reference of:

• The Bel-Red Corridor Project Draft and Final Environmental Impact Statement, issued July 19, 2007 and addendum. • Addendum to Final Environmental Impact Statement, 2016-2027, Transportation Facilities Plan, December 2015.

These documents are available in the City of Bellevue, Records Room, Lobby Floor, Bellevue City Hall, 450 110 th Avenue NE under file #05-127994-LE and as part of #12-127104-LE.

Adverse impacts which are less than significant are typically subject to City Codes or Standards which are intended to mitigate those impacts. Where such impacts and regulatory items correspond, further documentation is not necessary. For other adverse impacts which are less than significant, Bellevue City Code, Section 22.02.140, provides substantive authority to mitigate impacts disclosed through the environmental review process.

The following amendments to the Environmental Checklist are provided by the City of Bellevue.

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Transportation

Long Term Impacts and Mitigation The long-term impacts of development projected to occur in the City by 2027 have been addressed in the City’s 2016 – 2027 Transportation Facilities Plan FEIS Addendum. The impacts of growth which are projected to occur within the City by 2027 are evaluated on the roadway network assuming that all the transportation improvement projects proposed in the City’s 2016 - 2027 Transportation Facilities Plan are in place. The Transportation Facilities Plan EIS divides the City into several Mobility Management Areas (MMAs) for analysis purposes. REI Parcel 9, 11, and 15 lies within MMA #12, which has a 2027 total growth projection of 5,628,489 square feet of office development and 2,854,930 square feet of retail development. This development proposes 400,000 square feet of office development, 3,000 square feet of high-turnover restaurant, and 16,000 square feet of retail development. Therefore, the volume of proposed development is within the assumptions of the Transportation Facilities Plan FEIS Addendum.

Traffic impact fees are used by the City to fund street improvement projects to alleviate traffic congestion caused by the cumulative impacts of development throughout the City. Payment of the transportation impact fee, as required by BCC 22.16, contributes to the financing of transportation improvement projects in the current adopted Transportation Facilities Plan, and is considered to be adequate mitigation of long-term traffic impacts. Fee payment is required at the time of building permit issuance. Refer to Section XI for Condition of Approval regarding Transportation Impact Fee.

Mid-Range Impacts and Mitigation Project impacts anticipated to occur in the next six years are assessed through a concurrency analysis. The Traffic Standards Code (BCC 14.10) requires that development proposals generating 30 or more new p.m. peak hour trips undergo a traffic impact analysis to determine if the concurrency requirements of the State Growth Management Act are maintained.

The Spring District Development Agreement and Master Development Plan allow concurrency to be analyzed by phase. This project is included in Phase 3 of the MDP. A concurrency analysis was completed, and a traffic impact analysis was prepared for this phase by Parametrix in March 2018. The analysis assumes development on Parcels 9 and 11, and a private park area on Parcel 15. The analysis assumes that no trips would be generated by activity on Parcel 15 because the area would only be used by on-site employees. Any proposed future change in use on Parcel 15, such as events for off-site employees, is not included in this approval and will require a separate analysis and approval.

Phase 3 will generate approximately 749 new p.m. peak hour trips, of which 592 are associated with this project. The trips were distributed and then assigned to the street network using the City’s EMME-2 travel forecasting model with the current Capital Investment Program network. By adding the expected Phase 3 trips to the traffic volumes in the model, the area average levels of service were determined. To create a baseline condition for comparison, the levels of service were also determined using traffic volumes without the project-generated trips. In this analysis, nine system intersections received 20 or more p.m. peak hour trips.

Neither the maximum area-average levels of service nor the congestion allowances would be exceeded as a result of traffic generated from this proposal. Therefore, Phase 3 passes the concurrency test and complies with the Traffic Standards Code. The concurrency test results are included in the Transportation Department file for this development. A concurrency determination for Phase 3 is issued on the date of issuance of the first land use decision for this Page 49 of 75

The Spring District – REI – Parcel’s 9,11,15 17-108853-LD phase. The Phase 3 Certificate of Concurrency was issued March 29, 2018 in conjunction with this project approval (see Attachment F).

The development agreement for The Spring District allows the concurrency approval for each phase to be vested for a period of five years. At the time of a complete building permit for each project in the phase, the concurrency reservation for each building will remain in effect for the life of the building permit application, pursuant to BCC 23.05.090.H. Upon issuance of the building permit, concurrency is reserved for the life of the building permit as provided for in BCC 23.05.100.E.

Short Term Operational Impacts and Mitigation A traffic impact analysis was prepared for Phase 3 to determine if impacts would be created that would require mitigation, and to confirm that this phase is consistent with the TIA prepared for the MDP (as modified). The TIA analyzed traffic operations during the p.m. peak hours for nine study intersections, and determined that the traffic operations for this phase are consistent with the MDP analysis. The MDP analysis assumed that a traffic signal would be constructed at the intersection of 121 st Avenue NE and NE Spring Boulevard at the northeast corner of Parcel 7.

The traffic operations for this parcel were also analyzed to determine if they are consistent with the Phase 3 analysis, and if any additional mitigation would be required. Because this project shares parking between the proposed building on Parcels 9-11 and the building on Parcel 7, the number of trips associated with the garage to be constructed on Parcels 9-11 is substantially lower than the number of trips generated by this proposal. Approximately 39% of the pm peak hour trips, or 231, would use the garage constructed on this site, and 61%, or 361, would use the garage on Parcel 7. The trips associated with this project that are assigned to Parcel 7 were included in the operational analysis for that project. The trips assigned to this site will account for about 31% of the Phase 3 total. The level of service analysis for this project was consistent with the Phase 3 TIA, and no additional traffic impacts are expected.

The analysis for the traffic operations for this project is consistent with the MDP traffic analysis and the Phase 3 traffic analysis. Mitigation for the MDP impacts will be provided by constructing a traffic signal at 121 st Avenue NE and NE Spring Boulevard to be completed with this project and the streets used to access the building.

Earth The affected geographic area is relatively level. Recently demolished warehouse buildings with the remaining building pads and asphalt parking areas are located over Parcel’s 9, 11 and 15. These structures were demolished in advance of the East Link Light Rail construction, directly north and adjacent to the proposed project.

According to the geotechnical report prepared by Hart Crowser, dated March 20, 2017, development of the main REI office building over Parcel’s 9 and 11 will require an excavation of about 15 feet deep, as the proposal includes only one level of below grade parking. Most of the building site is immediately underlain by fill from historical regrading. The fill thickness could range from about one foot thick at the eastern edge to nearly 20 feet thick at the western-most edge. Beneath the fill, native glacial deposits predominantly consisting of medium dense to very dense sand, gravel and hard silt. The glacial deposits will provide a suitable bearing layer for the building foundations.

Groundwater was observed at depths ranging from 15 to 35 feet below ground surface. Groundwater may fluctuate because of variations in rainfall, temperature, season and other

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The Spring District – REI – Parcel’s 9,11,15 17-108853-LD factors. It is recommended that the design correspond to a regional groundwater table of elevation 145 feet.

According to the overall geotechnical findings of the report, the project limit area is capable of supporting the proposed REI development, with additional evaluation once foundation and shoring plans have been finalized for review. During construction, there is potential for erosion and sedimentation impacts as a result of the earth movement activities. Applicants, permittees and contractors are responsible for preventing erosion and discharge of sediment and other pollutants into the storm and surface water system and receiving waters. A Construction Stormwater Pollution Prevention Plan (CSWPPP) prepared according to the Washington State Department of Ecology Stormwater Management minimum technical requirement # 2, will be required at time of Clearing & Grading permit application for each of the development phases (Bellevue City Code 23.76).

By incorporating the requirements of existing codes and standards, the recommendations included in the geotechnical report (including site management techniques), use of Best Management Practices for temporary erosion and sedimentation control, and rainy season restrictions, it is expected that anticipated impacts to earth resources will be adequately mitigated.

Water, Sewer, Storm Water Controls Refer to Utilities technical review section above for discussion.

Air Quality During construction, emissions to the air will be released by construction vehicles and heavy equipment. Following construction, emissions from office and retail workers vehicles will be released.

Construction would temporarily increase dust and vehicle emissions near the construction area. Mitigation will include using BMPs to control dust, covering exposed soils, and requiring idling vehicles to be shut off. Construction vehicles will be fitted with required, factory-installed emission control devices. To reduce the potential of dust, construction accesses will be covered with rock or aggregate. Dust emissions will also be reduced during construction through the use of spray water as necessary during dry weather conditions and planting disturbed areas with erosion control seed mix as soon as is practical. Material stockpiles will also be covered or watered as necessary to control dust. These are standard practices imposed on the Clearing & Grading permit. (Bellevue City Code 23.76)

Construction vehicles and heavy construction equipment shall emit the least amount of air pollution as possible. While on city streets, all construction vehicles shall meet the requirements of the Revised Code of Washington 46.61.655 for covered loads. Refer to Section XI for Condition of Approval regarding Air Pollution from Construction Vehicles and Equipment.

The Bel-Red Corridor DEIS states that to the extent that pollutant-generating land uses (i.e. repair shops, drycleaners) redevelop over time within the Bel-Red Corridor, overall emissions would be lower in the future than they are now. And, that despite the predicted increase in traffic volumes and emissions, the Bel-Red Corridor redevelopment is not likely to result in any exceedance of the air quality standards. Maintaining traffic flow will reduce vehicles idling and, therefore, reduce pollutant emissions from vehicles. With the future light rail trips, pollutant emissions from vehicles are assumed to be further reduced.

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Washington State Department of Ecology (Ecology) has jurisdiction over air quality in Washington State. The City of Bellevue does not have code authority to regulate air quality which is under the jurisdiction of Ecology. Ecology provides thresholds based on building type and square footage to estimate the annual carbon dioxide emissions (CO2e) from the buildings and associated traffic. The analysis compares the estimated change in GHG emission for the project to the State of Washington GHG reporting thresholds Chapter 173-441 WAC, Reporting of Emission of Greenhouse Gases.

Greenhouse Gas (GHG) Emissions

Facilities that emit at least 10,000 metric tons of carbon dioxide equivalent ( CO 2e) per year in Washington are required to report their greenhouse gas emissions to the Department of Ecology. The expected sources of emissions for the REI development include embodied emissions created through transportation, construction, and disposal of building materials as well as emissions created through landscape disturbance, all of which will be below that estimate.

The project has been estimated using the King County Department of Development and Environmental Services SEPA GHG Emissions Worksheet, Version 1.7. No mitigation reductions in MTCO2e emissions were applied to these calculations.

GHG Emissions Worksheet – REI Parcel’s 9, 11

Building Use Area Lifespan Estimated Annual Emissions Lifespan Emissions Office 295,000 SF 398,000 MTCO2e 100 Years 3,980 MTCO2e Retail 12,000 SF 10,000 MTCO2e 100 Years 100 MTCO2e Restaurant 2,500 SF 6,500 MTCO2e 100 Years 65 MTCO2e Total 4,145 MTCO2e

This development project’s emissions would be below the State of Washington reporting threshold of 10,000 cubic metric tons and therefore less than significant. However, it should be noted that low-impact development methods apply to the entire Spring District MDP, which includes the subject development. Mitigation measures for potential impacts to air quality include:

1. Transit-Oriented Development The REI development will be located within the Spring District which is a transit- oriented development with a future light rail station, bus lines, a walkable community layout and overall mixed-use development. The estimated MTCO2e reduction associated with the reduction of vehicle dependency in a transit-oriented development is 25%*. The elements of a transit oriented development that result in reductions of CO2 emissions include the following: • High employment concentrations • Mixed-use development (retail, office, residential) • Significant public transportation accessibility * Source: The Transportation Research Board, Special Report 298: Driving and the Built Environment – The Effects of Compact Development on Motorized Travel, Energy Use, and CO2 Emissions, 2009

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2. Building Lifespan These mitigation measures include applicant commitment to ecological construction, green building management and a practice of energy conservation. Other mitigation measures include adaptive building reuse, sustainably grown and regionally produced products and high-performance systems. Additional mitigation measures include applicant commitment to waste reduction, as well as, reuse and recycling in the building. By selecting durable and less energy consuming building components, the applicant has a proven history of sustainable 100-year buildings.

3. Other Mitigation Measures While it is difficult to quantify the MTCO2e reductions of many low-impact development techniques, these features will certainly provide additional emissions reductions.

• Bike and Pedestrian Facilities: Bike and pedestrian facilities provided in and around the project will encourage non-motorized transportation that will further reduce the number of vehicle miles trips. • Low-Impact Development (LID): The site will include several low impact development techniques to reduce land use change impacts. These techniques may include, but are not limited to: • Bio retention cells • Roof gardens and green roofs

Odors and Noise Restaurant and garage exhaust vents shall be located and designed to avoid pedestrian impacts, including odors and noise, to ensure a pleasant pedestrian experience along public right of way. The applicant shall provide certification by a noise consultant that the noise from the exhaust fans will not exceed 60 dBA, and a determination that the velocity and direction of airflow from the exhaust system within pedestrian areas will not exceed 500 CFM. This documentation shall be submitted and reviewed with the application for a building permit. Refer to Section XI for Conditions of Approval regarding Restaurant and Garage Exhaust Vents and Certification by a Noise Consultant.

Plants and Animals The existing 6.03 acre project limit was a light industrial site with 100% existing impervious surface due to existing warehouse structures and asphalt parking lots. Upon completion of this Design Review proposal, the overall impervious surface will be decreased from 100% to 73%. With the installation of site landscaping i.e. perimeter/interior, and streetscape, there will be the opportunity for new plant material (native/ornamental). It is anticipated that small urban animals and native birds will occupy the site area.

Light and Glare There is the potential for light and glare with the proposed exterior building lights at night on adjacent development within the Spring District. Potential light and glare impacts will extend to adjacent businesses and residences, in addition to vehicular/pedestrian traffic along adjacent streets. In order to mitigate potential impacts to adjacent vehicular drivers/businesses/residents, any light source emitting from the project area shall incorporate cutoff shields and be designed so as not to provide light and glare and spillover offsite. Refer to Section XI for Condition of Approval regarding Shielded Lights.

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VIII. CHANGES TO PROPOSAL DUE TO CITY REVIEW The applicant addressed these comments, questions, and concerns and made clarifications or changes to the proposal due to City review.

• Provision of required street furniture on NE Spring Boulevard. • Clarification on refuse collection and loading activities for retail spaces adjacent to NE Spring Boulevard. • Removal of the louver system above the building to further define the structure as separate but distinct buildings to meet the connected floorplates exemption. • Refinement of the location of canopies for weather protection along NE Spring Boulevard. • Incorporation of a building entrance along NE Spring Boulevard to meet required sidewalk oriented development standards. • Clarification on pedestrian lighting along NE Spring Boulevard to ensure safety. • Refinement of the required 14’ wide pedestrian connection through the center of the building. • Clarification of development phasing for Parcel 15.

IX. DESIGN REVIEW DECISION CRITERIA Per Land Use Code 20.30F.145, the Director may approve or approve with modifications an application for Design Review if:

A. The proposal is consistent with the Comprehensive Plan.

Finding: The proposal, as conditioned, is consistent with the Comprehensive Plan and Bel Red Subarea Plan. Staff has reviewed the policies which apply to the project and determined that those applicable policies will be implemented through the application of City Codes and the adopted Design Guidelines identified in the Bel Red Chapter of the Land Use Code. Conditions of approval imposed on the project include building design, site design, landscaping, vision glass and master sign permit package. Refer to Section XI for Conditions of Approval regarding Project Plans, Final Landscape Plan, Vision Glass, Building Material/Details and Color Samples, Approval Recording, Sign Master Plan, and Future Tenant/Storefront Improvements.

The proposal is consistent with the Comprehensive Plan, including the following goals and policies from the Bel-Red Subarea Plan:

1) Bel Red Subarea Vision:

• The Bel-Red corridor in 2030 will be an area that is unique within the city of Bellevue and the entire Puget Sound region. It will be an area where thriving businesses will be adjacent to, and sometimes mixed with, livable neighborhoods, all served by a multi-modal transportation system that connects the area to the greater city and region. The area will also be distinguished by environmental and community amenities that will serve residents and employees in the area, as well as residents from surrounding neighborhoods and the entire city. The area will transition gracefully over time, with existing businesses being accommodated while new types of development will occur as conditions warrant.

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• A thriving economy: Bel-Red will be home to major employers, types of businesses and employment sectors unique to this part of Bellevue, and services that are important to the local community. • A comprehensive, connected parks and open space system. System components will include trails along stream corridors, urban and natural open space areas, community facilities, community and neighborhood parks, and cultural/arts features. • Appropriate scale of development: Development and redevelopment in Bel-Red should complement, not compete with, Downtown Bellevue, and should provide graceful transitions in scale in areas adjacent to residential neighborhoods. • Sustainability: New neighborhoods, buildings, streetscapes, parks and open space systems, environmental enhancements, and transportation facilities will also be planned, designed and developed using state-of-the- art techniques to enhance the natural and built environment and create a more livable community.

Finding: The proposed REI development is consistent with the goals and policies of the Bel Red Subarea Plan. The project helps to implement the vision of the Bel Red Subarea by providing a major employer/corporate headquarters within this emerging new neighborhood as well as small retail spaces. As the business and employment sector population increases with the construction of this major development, activation of the sidewalk, parks, retail spaces and other outdoor gathering spaces will result. The project will also further enhance pedestrian activity and movement along new city streets, including NE Spring Boulevard, 121 st Avenue NE and NE 14 th Terrace. The building design is proposed to be environmentally sustainable, and will include green roof(s), photovoltaic roof design and glazing to maximize daylight penetration.

2) Land Use Goal: To develop a land use pattern that is environmentally sustainable and economically vibrant, and that creates distinctive new commercial and residential neighborhoods for the Eastside.

POLICY S-BR-6. Concentrate the majority of future Bel-Red growth into a series of mixed use, pedestrian-friendly and transit-oriented development nodes, with higher density and height therein, as enabled through a land use incentive system. Within each node, provide for tiered building heights, with maximums at the center.

POLICY S-BR-8. Encourage mixed use development, promoting opportunities to live, work, shop, and recreate within close proximity.

Finding: The proposed REI development meets the Land Use goals and policies of the Bel Red Subarea plan noted above. The proposed building will be the first major employer/corporate headquarters to be developed in the 36-acre Spring District MDP. Small retail spaces at the ground level fronting NE Spring Boulevard will create a mixed-use type of development, which will support the existing residential, university/office, future light rail station and park area developments to the south, west and north of the project.

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3) Urban Design Goal: To achieve a design character that results in aesthetically beautiful, distinctive, and long-lasting places that evoke a strong sense of Bellevue and the Northwest, and a dynamic public realm that encourages social interaction.

POLICY S-BR-14 . Use design guidelines to promote pedestrian-friendly and transit-oriented design, ensure quality and a sense of permanence, promote environmental sustainability, and create a distinct sense of place. Conduct design review for all mixed use, office and residentially designated areas of the Subarea. Apply additional depth and attention to the details of design review within transit-oriented development nodes.

Discussion: Design review should pay special attention to creating a pedestrian-friendly environment, by helping to create vibrant, interesting, safe, walkable and interconnected sites.

POLICY S-BR-16. Encourage place-making and a dynamic public realm by integrating publicly accessible plazas, open spaces and other gathering places with development, in public and private projects.

POLICY S-BR-17. Promote environmentally sensitive design in public and private projects, including practices such as the US Green Building Council LEED certification of buildings, use of natural drainage systems, water conservation measures and other practices.

POLICY S-BR-18. Encourage diversity in the built environment through a variety of building heights and forms, building articulation and modulation. Encourage building rooflines and floor plates that break down the scale of buildings, help to differentiate Bel-Red from Downtown, and enhance the architectural variety of the area.

POLICY S-BR-22 . Promote parking design and management that supports local uses in a manner compatible with the area’s urban design, transit and pedestrian orientation, including: a) Encourage shared parking; b) Encourage structured parking as opposed to surface parking, particularly in identified development nodes; c) Prohibit surface parking between buildings and sidewalks where appropriate, and provide visual screening and/or landscaping relief of surface parking where it occurs; and d) Allow reduction of parking supply in transit development nodes.

POLICY S-BR-25. Design and develop an outstanding street environment that promotes streets as key urban places, sensitive to their context and providing an interesting and aesthetically rich experience. Apply a street hierarchy with design guidelines and street standards that provides an appropriate combination of the following elements:

a. Strong consideration of character and aesthetics in the design and implementation of all street projects; b. Integration of open space and landscaping, including street trees; Page 56 of 75

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c. Environmentally sensitive practices, including natural drainage systems where appropriate; d. Sidewalk development standards that promote pedestrian functionality and interest, and avoid obstructions; e. Ground floor differentiation, including preferred uses, visual and physical access; f. Mid-block pedestrian crossings; and g. On-street parking, where it contributes to pedestrian convenience and safety.

Finding: The Urban Design goals and policies of the Bel Red Subarea Plan are incorporated into the REI development. As described in detail in Section III above, the proposed office building with ground level retail uses will create a distinct sense of place along Spring Boulevard, in addition to complementing the Spring District neighborhood. The project is subject to the plans submitted, which are attached. Refer to Section XI for Condition of Approval regarding Project Plans and Modification to The Design Review Plans.

The design of the building will complement the existing development within The Spring District, including existing and proposed open space areas throughout the neighborhood. The REI development will provide an inspiring catalytic anchor for the Spring District through its unique building form, use of materials and innovative workplace philosophy. The pedestrian environment will be enhanced through extensive streetscape improvements, use of landscaping and a comprehensive connected program of sidewalks, pedestrian connections, stormwater management and street tree plantings. Retail storefront space along NE Spring Boulevard will engage pedestrians through extensive visual access and thoughtfully located entries with lighting and weather protection.

A primary pedestrian connection through the center of the building will function as a central connection between NE Spring Boulevard and NE 14 th Terrace to the south. A multi-purpose path will be constructed on the southern boundary of Parcel 15, connecting 124 th Avenue NE to NE 14 th Terrace and the greater Spring District neighborhood. This connection will also connect to a new pedestrian connection on the east side of the office building on Parcel 15, connecting NE 14 th Terrace to NE Spring Boulevard.

The streetscape fronting NE Spring Boulevard, NE 14th Terrace and 124 th Avenue NE will incorporate wide sidewalks and streetscape planters with street trees, some of which are designed for bio-infiltration to reduce stormwater pollutants.

4) Environment: To redevelop the Bel-Red area as a model of environmental sustainability, realizing opportunities provided by new development to achieve significant improvements over current conditions.

Policy S-BR-28. Encourage natural drainage practices where feasible in public and private projects, as an alternative to traditional stormwater treatment and control. Allow natural drainage practices to offset traditional Page 57 of 75

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treatment and control standards to the extent practicable, and provide other incentives to promote their use if needed.

Finding: Along the internal streets within The Spring District, low-impact development techniques in the form of stormwater bio retention facilities are located within streetscape planter areas. These will be located on the streets which the REI development front, including NE Spring Boulevard and NE 14 th Terrace.

5) Parks and Open Space Goal: To create a robust, aesthetically beautiful, and functional parks and open space system that serves the needs of Bel- Red and the broader community, and that connects with and complements the larger Bellevue parks and open space system.

POLICY S-BR-39. Promote the development of “green streets” throughout the corridor, with an abundance of street trees and areas of landscaping to improve and reduce the amount of storm water runoff, be aesthetically pleasing, and provide an attractive pedestrian experience.

Finding: Along the streets within The Spring District, the original developer, Wright- Runstad, has provided the required local street landscaping, which includes street trees, planting strips, tree wells and bio-retention facilities. NE 14 th Terrace will be constructed as a “green street”, which is currently being reviewed and constructed under a separate permit from this development.

A public park has been installed south of the project site (Tract C), and there are plans to develop an extension of this existing park to the north, over Tracts G & J, which are located adjacent to the proposed structure, between 121 st Avenue NE and Parcel 9. Areas surrounding the main REI office building will include additional areas of landscaping, particularly at building entries, interior courtyards and along pedestrian connections provided through and adjacent to the development. Although the applicant has opted to develop Parcel 15 as a private use “Yard Block” open space for employees of the REI development, this parcel will include various landscaped areas, including a berry field, a main lawn, an orchard terrace, a garden edge and a play garden.

6) Transportation Goal: To create a more complete, connected, and well- balanced transportation system, while protecting neighborhoods from spillover traffic impacts and while ensuring that transportation investments contribute to the area’s sense of place and sustainability.

POLICY S-BR-59. Design Bel-Red arterials and local streets in a manner that contributes to community character, open space, and environmental enhancements.

POLICY S-BR-60. Include on-street parking where it contributes to the pedestrian environment and other elements of the desired neighborhood character.

POLICY S-BR-62. Include pedestrian and bicycle facilities in the design of Page 58 of 75

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arterials and local streets.

POLICY S-BR-63. Improve pedestrian connectivity and the quality of the pedestrian environment with a comprehensive sidewalk and trail system, including through-block pedestrian connections, and mid-block crossings. Include pedestrian amenities such as pedestrian-scaled lighting, seating, transit shelters and weather protection.

Finding: The master developer, Wright-Runstad, is providing the required local street frontage improvements on NE 14 th Terrace. The City of Bellevue is currently implementing a Capital Improvement Project (CIP) for construction of a new roadway and frontage improvements for Spring Boulevard, Zone 2, which is located between 120 th Avenue NE and 124 th Avenue NE, on the north side of the subject site. Bike lanes are included with the design of Spring Boulevard to further promote the City’s multi- modal corridor and non-motorized transportation goals. This City is also currently reviewing roadway and frontage improvements as part of a CIP project for 124 th Avenue NE, east of Parcel 15, which will be developed at a future date. The streets within and adjacent to the Spring District are designed to comply with the street development standards for Bel- Red.

The proposed project will include a driveway/garage access point via NE 14 th Terrace. General loading and deliveries along with refuse collection will occur adjacent to the garage entrance to minimize impacts to NE 14th Terrace. A future driveway access point for Parcel 15 is shown via 124 th Avenue NE; however, most vehicular access will occur at the end of 123 rd Avenue NE where it meets NE 14 th Terrace for maintenance vehicles only entering the Yard Block.

Pedestrian connectivity is further enhanced on all adjacent street frontages with the inclusion of pedestrian scaled lighting, landscaping, weather protection and street furniture. In addition, three pedestrian connections are proposed throughout the project limit, providing further bicycle and pedestrian connectivity within the Spring District and surrounding development. Retail tenant spaces proposed along Spring Boulevard NE will also help to activate the pedestrian environment.

7) Neighborhoods/Districts Goal : To support the development of new Bel-Red neighborhoods that achieves distinctive and high-quality character.

Node at 122 nd Avenue NE

POLICY S-BR-87. Provide for a mix of office, housing and retail uses in this area with office as the predominant use.

Finding: The proposal meets this policy as it provides for both office and retail uses within the 122 nd Avenue Node. It should be noted that 122 nd Avenue NE previously divided the subject parcels and terminated at Page 59 of 75

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Spring Boulevard NE. This section of 122 nd Avenue was removed from the Spring District MDP as part of a recent amendment to create the parcel layout for the REI development. However, to remove the 122 nd Avenue section of street within the MDP, the master developer was required to provide a 14-foot wide pedestrian connection in its place to continue non-motorized connectivity through the REI development to Spring Boulevard, where the 122 nd Avenue Node previously existed.

B. The proposal complies with the applicable requirements of this Code.

Finding: As conditioned, the proposal complies with applicable requirements of the Land Use Code:

• Dimensional requirements. • Parking/Loading requirements. • Building and Site Design requirements. • FAR Amenity Incentive System. • Use charts. • Catalyst Project. • Bel-Red Corridor Plan. • The Spring District Master Development Plan. • The Spring District Development Agreement.

See Section III, Consistency with Land Use Code/Zoning Requirements and Section VI, Technical Review.

C. The proposal addresses all applicable design guidelines or criteria of this Code in a manner which fulfills their purpose and intent.

Finding: As conditioned, the proposal complies with applicable requirements of the Land Use Code. Refer to Section I.B, Building Design and I.C, Design Intent, for discussions on overall design of the proposal. In addition, refer to Section III, Consistency with Land Use Code/Zoning Requirements and Section IV, Consistency with the Spring District Development Agreement (DA) and Master Development Plan (MDP) for additional design requirements.

D. The proposal is compatible with and responds to the existing or intended character, appearance, quality of development and physical characteristics of the subject property and immediate vicinity.

Finding: As conditioned, the project meets this criterion. See responses to Criteria IX.A-C above.

E. The proposal will be served by adequate public facilities including streets, fire protection, and utilities.

Finding: All urban level public utilities/infrastructure are available to the site or will be constructed/installed with the development. All city departments have reviewed the proposal and have required associated conditions, as necessary. See Section IV. for Technical Review.

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X. DECISION After reviewing the proposal for consistency with applicable City of Bellevue requirements, policies, development standards, and State Environmental Policy Act (SEPA), the Director hereby APPROVES WITH CONDITIONS THE DESIGN REVIEW APPLICATION FOR THE REI CORPORATE HEADQUARTERS.

XI. CONDITIONS OF APPROVAL

COMPLIANCE WITH BELLEVUE CITY CODES AND ORDINANCES:

NOTE – Vested Status of the Design Review approval: The vested status of the Design Review approval is per Land Use Code 20.25D.035.B and the Development Agreement, signed July 10, 2009 and recorded September 11, 2009, recording number #20090911000269. These provisions allow for extended vesting up to a maximum of 15 years from the date of the City’s final decision, unless a completed building permit application is filed before the end of the 15 year term. Upon issuance of a building permit, the vested status of a land use permit or approval shall be automatically extended for the life of the project.

COMPLIANCE WITH BELLEVUE CITY CODES AND ORDINANCES: The applicant shall comply with all applicable Bellevue City Codes (BCC) and Ordinances including but not limited to:

Clearing & Grading Code - BCC 23.76 Savina Uzunow 425-452-7860 Bellevue Development Standards Savina Uzunow 425-452-7860 Transportation Development Code - BCC 14.60 Molly Johnson 425-452-6175 Transp. Impact Fee Program - BCC.22.16 Molly Johnson 425-452-6175 Right-of-Way Use Permit - BCC 14.30 Tim Stever 425-425-4294 Bellevue Utilities Code - BCC Title 24 Mark Dewey 425-452-6179 Construction Codes - BCC Title 23 Doug Beck 425-452-4563 Structural Codes – BCC Title 23 Doug Beck 425-452-4563 Land Use Code - BCC Title 20 Laurie Tyler 425-452-2728 Sign Code - BCC Title 22B Laurie Tyler 425-452-2728 Noise Control - BCC 9.18 Laurie Tyler 425-452-2728 Uniform Fire Code - BCC 23.11 Sean Nichols 425-452-2926 Transportation Department Design Manual Molly Johnson 425-452-6175 The Bel-Red Corridor Plan Streetscape Character, Molly Johnson 425-452-6175 Guidelines, and Standards Addressing Jami Fairleigh 425-452-4310

A. GENERAL CONDITIONS: The following conditions apply to all phases of development.

UTILITIES DEPARTMENT (GENERAL)

1. PRELIMINARY DESIGN, UTILITY CODES AND ENGINEERING STANDARDS Utility review has been completed on the preliminary information submitted at the time of this application. The review of this application has no implied approvals for water, sewer and storm drainage components of the project for construction purposes. Final construction plan approval will occur under a Utility Developer Extension Agreement. Final civil engineering may require some changes to the site layout to accommodate the utilities. The plan submittal will be required to comply with all engineering codes and standards in place at the time of this application. Easements will be required under the Developer Extension Agreement for water and storm water infrastructure. Water easements, if required, will be required on City of Bellevue forms as part of the UE

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permit process, and will be submitted for review, signature and final recording at the closeout of utility construction. Water and sewer connection charges for the Cascade Water Alliance, Bel-Red /Downtown Reservoir charge and 120 th Ave NE sewer charge will be due at time of permit plan approval under the developer extension agreement. Building occupancy will not be granted until all the utility improvements have been accepted by the Utilities Department.

AUTHORITY: Bellevue City Code Title 24.02, 24.04, 24.06 REVIEWER: Mark Dewey, Utilities Department

TRANSPORTATION DEPARTMENT CONDITIONS (GENERAL)

2. PROVISIONS FOR ACCESS AND LOADING Vehicle access to Parcels 9, 11, and 15 shall be from NE 14 th Terrace. No access shall be allowed under this approval to 124 th Avenue NE. An off-street loading space shall be provided with access to NE 14 th Terrace. This must include an off-street location for garbage pick-up, which must be acceptable to the garbage hauler. On-street loading and unloading in the public right-of-way will not be permitted.

AUTHORITY: LUC 20.20.590.K.4; BCC 14.60.180 REVIEWER: Molly Johnson, Transportation

LAND USE DIVISION CONDITIONS (GENERAL)

3. DEVELOPMENT AGREEMENT (DA) AND MASTER DEVELOPMENT PLAN (MDP) The applicant is subject to relevant conditions and requirements of the Development Agreement between the City and the The Spring District, signed July 10, 2009 and recorded September 11, 2009 recording number #20090911000269. The applicant is also subject to relevant approval conditions of the Master Development Plan (File number 11-125943 LP) approved May 3, 2012 by Development Services and affirmed by the Hearing Examiner on October 8, 2012 (File number AAD 12-41).

AUTHORITY: Development Agreement, signed July 10, 2009 and recorded September 11, 2009, recording number #20090911000269, Master Development Plan (File number 11-125943 LP) approved May 3, 2012 by Development Services and affirmed by the Hearing Examiner on October 8, 2012 (File number AAD 12-41). REVIEWER: Laurie Tyler, Land Use

4. PROJECT PLANS The project is subject to the plans as attached.

AUTHORITY: Land Use Code 20.35.230 REVIEWER: Laurie Tyler, Land Use

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5. CONSTRUCTION NOISE HOURS Noise related to construction is allowed from 7:00 a.m. to 6:00 p.m. Monday through Friday and 9:00 a.m. to 6:00 p.m. on Saturday, except for Federal holidays and as further defined by the Bellevue City Code. Exceptions to the construction noise hours limitation contained in the Noise Control Code MAY be granted pursuant to 9.18.020C.1 when necessary to accommodate construction which cannot be undertaken during exempt hours. Written requests for exemption from the Noise Control Code must be as an application for a Noise Exemption (LY Permit) submitted two weeks prior to the scheduled onset of extended hour construction activity.

AUTHORITY: Bellevue City Code 9.18.020, .040 REVIEWER: Laurie Tyler, Land Use

6. USE OF BEST AVAILABLE NOISE ABATEMENT TECHNOLOGY The use of best available noise abatement technology consistent with feasibility is required during construction for construction equipment to mitigate construction noise impacts to surrounding uses.

AUTHORITY: Bellevue City Code 9.18.020.F REVIEWER: Laurie Tyler, Land Use

7. MODIFICATION TO THE DESIGN REVIEW PLANS Any modification to this approval shall be documented as a Post Issuance Revision to this Design Review OR as an modification or addition to this issued land use approval, processed as a Land Use Exemption. The applicant shall demonstrate compliance with the Land Use Code consistent with the Governing Regulations section of the Development Agreement. Any modification of the project design must be reviewed for consistency with the design intent as stated in Section I.C of this report. Conditions of Approval run for the life of the project.

AUTHORITY: Land Use Code 20.30F.175, Development Agreement Section C REVIEWER: Laurie Tyler, Land Use

8. CONDITIONS OF APPROVAL A copy of these conditions of approval shall be copied onto a plan sheet at the beginning of the plan set(s) submitted for clear and grade and building permits.

AUTHORITY: Land Use Code 20.35.230 REVIEWER: Laurie Tyler, Land Use

9. PARCEL 15 FUTURE USE MODIFICATION If in the future REI decides to utilize Parcel 15 Yard Block for more than just on-site employee use (i.e. company picnics, events, etc.), then parking would need to be re- evaluated at the time of request. Options include a temporary use permit for those events which are less frequent, or, if re-occurring events are proposed, and the overall use of the parcel changes, then review of a new parking study and associated traffic impact analysis would be required and reviewed by staff to determine whether the revised use of Parcel 15 would trigger either an amendment to this design review approval, or the need for a new design review approval.

AUTHORITY: LUC 20.25D.120; LUC 20.30M; LUC 20.30F.175; BCC 14.60 REVIEWER: Laurie Tyler, Land Use Page 63 of 75

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Molly Johnson, Transportation

10. AMPLIFIED SOUND PERMIT Employee events held within the Yard Block which require use of amplified sound shall not be permitted until an Amplified Sound Permit (LY) is submitted and approved by the City.

AUTHORITY: BCC 9.18.020.D REVIEWER: Laurie Tyler, Land Use

B. PRIOR TO CLEARING & GRADING (CG) PERMIT ISSUANCE: The following conditions are imposed to ensure compliance with the relevant decision criteria and Code requirements. These conditions must be complied with on plans submitted with the Clearing & Grading permit applications:

TRANSPORTATION DEPARTMENT CONDITIONS (prior to CG issuance)

11. RIGHT-OF-WAY USE PERMIT Prior to issuance of any construction or clearing and grading permit, the applicant shall secure applicable right-of-way use permits from the City’s Transportation Department, which may include:

a) Designated truck hauling routes. b) Truck loading/unloading activities. c) Location of construction fences. d) Hours of construction and hauling. e) Requirements for leasing of right of way or pedestrian easements. f) Provisions for street sweeping, excavation and construction. g) Location of construction signing and pedestrian detour routes. h) All other construction activities as they affect the public street system.

In addition, the applicant shall submit for review and approval a plan for providing pedestrian access during construction of this project. Access shall be provided at all times during the construction process, except when specific construction activities such as shoring, foundation work, and construction of frontage improvements prevent access. General materials storage and contractor convenience are not reasons for preventing access.

The applicant shall secure sufficient off-street parking for construction workers before the issuance of a clearing and grading, building, a foundation or demolition permit.

AUTHORITY: BCC 11.70 & 14.30 REVIEWER: Tim Stever, Right of Way

12. CIVIL ENGINEERING PLANS – TRANSPORTATION Civil engineering plans produced by a qualified engineer must be approved by the Transportation Department prior to issuance of the clearing and grading permit. The design of all street frontage improvements, pedestrian corridor improvements, and driveway accesses must be in conformance with the requirements of the Americans with Disabilities Act, the Transportation Development Code, the provisions of the

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Transportation Department Design Manual, and specific requirements stated elsewhere in this document. All relevant standard drawings from the Transportation Department Design Manual shall be copied exactly into the final engineering plans. Requirements for the engineering plans include, but are not limited to:

a. Improvements on NE Spring Boulevard between the curb and the back of the sidewalk, and the traffic signals at 121 st Avenue NE and NE Spring Boulevard and 123 rd Avenue NE are the responsibility of the Parcel 9, 11 and 15 developer per MDP conditions X.C.2.b.9), 11), 12), and 13). These are included in the City’s CIP project, but the developer of Parcel 9, 11 and 15 is responsible for a contribution to the CIP fund in the amount of the cost of their construction.

b. The multi-purpose trail on 124 th Avenue NE is the responsibility of the Parcel 9, 11 and 15 developer per MDP conditions X.A.7. This is included in the City’s CIP project, but the developer of Parcel 9, 11 and 15 is responsible for a contribution to the CIP fund in the amount of the cost of the construction.

c. Sidewalk along NE 14 th Terrace is not included in the 121 st Avenue NE improvements to be constructed by others, and shall be constructed to a width of at least 6 feet with a planter strip of at least 5 feet, not including the curb width.

d. Landscaping, streetlights, and a minimum pavement width of 20 feet shall be completed on NE 14 th Terrace, between 121 st Avenue NE and 123 rd Avenue NE, either by others or by the applicant.

e. Sidewalk, landscaping, streetlights, and a minimum pavement width of 20 feet shall be completed on 121 st Avenue NE, between NE Spring Boulevard and NE 14 th Terrace, either by others or by the applicant.

f. Sidewalk, landscaping, streetlights, signals and a minimum pavement width of 20 feet shall be completed on NE Spring Boulevard, between 121 st Avenue NE and 124 th Avenue NE, either by others or by the applicant.

g. A mid-block pedestrian connection, minimum 14-foot width, shall be completed on the south side of Parcel 15 per MDP condition X.A.7.

h. ADA accessible pedestrian connections, minimum 14-foot width, shall be provided at two locations on parcels 9-11-15 and on Tracts J and G to ensure that the 1200-foot maximum block perimeter requirement in BCC 20-25D.140.3a is met.

i. An ADA accessible pedestrian connection, minimum 14-foot width, shall be provided across Tracts J and/or G from 121 st Avenue NE to the main office entrance on Parcel 9 to provide access from the parking area on Parcel 7

j. Any existing sidewalk, landscaping, streetlights, or other improvements along site frontages or off-site improvements shall be restored if disturbed during the construction of this project.

k. Any modification needed for any of the existing street light plans are required for review and approval prior to completion of engineering and landscape plans showing any relocated fixture(s) along with street tree locations. Page 65 of 75

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l. No new building structure or garage shall be constructed under a street right of way or existing public sidewalk unless it is allowed in an easement. No soil nailing is allowed under a street right of way or sidewalk/utility easement without an indemnification agreement that protects the city.

m. Any awning, marquee, balcony, etc. over a sidewalk or utility easement must be at least 12 feet above the sidewalk, or be removable (with an agreement regarding removal and replacement); and must have at least three feet horizontal clearance from any streetlight or traffic signal pole.

Construction of all street and street frontage improvements must be completed prior to closing the clear and grade permit and right of way use permit for this project. A Design Justification Form must be provided to the Transportation Department for any aspect of any pedestrian route adjacent to or across any street that cannot feasibly be made to comply with ADA standards. Design Justification Forms must be provided prior to approval of the clear and grade plans for any deviations from standards that are known in advance. Forms provided in advance may need to be updated prior to project completion. For any deviations from standards that are not known in advance, Forms must be provided prior to project completion.

AUTHORITY: BCC 14.60; Transportation Department Design Manual; Americans with Disabilities Act REVIEWER: Molly Johnson, Transportation

LAND USE DIVISION CONDITIONS (prior to CG issuance)

13. MAXIMUM IMPERVIOUS SURFACE/LOT COVERAGE The maximum impervious surface/lot coverage shall be 75%, per Land Use Code 20.25D.080 as tracked throughout the entire MDP.

AUTHORITY: Land Use Code 20.25D.080 REVIEWER: Laurie Tyler, Land Use

14. AIR POLLUTION FROM CONSTRUCTION VEHICLES AND EQUIPMENT Construction vehicles and heavy construction equipment shall emit the least amount of air pollution as possible. While on city streets, all construction vehicles shall meet the requirements of the Revised Code of Washington 46.61.655 for covered loads.

AUTHORITY: State Environmental Policy Act, Bellevue City Code, 23.76, Revised Code of Washington 46.61.655 REVIEWER: Laurie Tyler, Land Use

15. STREET FURNITURE Street furniture is required along 121 st Avenue NE and NE Spring Boulevard. The type of furniture, locations and specification shall be determined by Land Use and the Transportation Department during review of the clearing and grading permit.

AUTHORITY: Land Use Code 20.25D.140.G REVIEWER: Laurie Tyler, Land Use Molly Johnson, Transportation

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16. FINAL LANDSCAPE PLAN A Final Landscape Plan and irrigation plan shall be submitted with the Clearing and Grading application for review by Land Use and the Parks Department. Provide details for any electrical outlets that are proposed to be located within the planting strips.

AUTHORITY: Land Use Code 20.20.520.I REVIEWER: Laurie Tyler, Land Use

17. FINAL CRITICAL AREA MITIGATION PLAN A final critical areas planting plan shall be submitted as part of the required clear and grade permit. All plants shall be native vegetation and the plan shall be consistent with the preliminary plan submitted as part of this application.

AUTHORITY: Land Use Code 20.30P.140 REVIEWER: Laurie Tyler, Land Use

C. PRIOR TO BUILDING PERMIT (BP) ISSUANCE: The following conditions are required by City Code. Unless specified otherwise below, these conditions must be complied with on plans submitted with the Building Permit application:

BUILDING DEPARTMENT CONDITIONS (prior to BP issuance)

18. SINGLE-SITE AGREEMENT The Building Department requires the developer to provide legal documentation, prior to issuance of any building permit, that buildings will not cross property lines. Provide legal documentation that lot lines have been dissolved via a single site agreement.

AUTHORITY: IBC 705.3 REVIEWER: Douglas Beck, Building Division

19. CANOPIES The Building Department requires the developer to provide legal documentation, prior to issuance of any building permit, that canopies on the west side of the building will not cross property lines. Provide legal documentation that demonstrates this has been adequately addressed via a single-site agreement or via revisions to lot lines.

AUTHORITY: IBC 705.3 REVIEWER: Douglas Beck, Building Division

20. BUILDING PROHIBITION The Building Department requires legal documentation (title encumbrance) that prohibits, in perpetuity, the construction of any building (any structure that has roof or floor area) on tracts J & G. This encumbrance must be filed and recorded with King County, a copy of which must be submitted to the City prior to issuance of any Building permit.

AUTHORITY: IBC 705, Chapter 2 REVIEWER: Douglas Beck, Building Division

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21. ACCESSIBLE ROUTE At least one accessible route is required to be provided from public transportation stops, accessible parking, accessible passenger loading zones, and public streets or sidewalks to the accessible building entrances served. Building permit drawings are required to demonstrate that these requirements will be met.

AUTHORITY: IBC 1104.1 REVIEWER: Douglas Beck, Building Division

22. VERTICAL CLEARANCE A vertical clearance of 98 inches minimum is required to be provided at the following locations: parking spaces for vans, the access aisles serving parking spaces for vans, and the vehicular routes serving parking spaces for vans. Building permit drawings and documents are required to demonstrate that these requirements will be met

AUTHORITY: IBC 1106; ICC A117.1-09, 502.6 REVIEWER: Douglas Beck, Building Division

TRANSPORTATION DEPARTMENT CONDITIONS (prior to BP issuance)

23. TRANSPORTATION IMPACT FEE Payment of the traffic impact fee will be required at the time of building permit issuance. Impact fees are subject to change and the fee schedule in effect at the time of building permit issuance will apply.

AUTHORITY: BCC 22.16 REVIEWER: Molly Johnson, Transportation

24. BUILDING AND SITE PLANS – TRANSPORTATION The building grade and elevations shall be consistent with the curb and sidewalk grade shown in the approved civil engineering plans. During construction, city inspectors may require additional survey work at any time in order to confirm proper elevations. Building plans, landscaping plans, and architectural site plans must accommodate on-site traffic markings and signs and driveway design as specified in the engineering plans. Building plans, landscaping plans, and architectural site plans must comply with vehicle and pedestrian sight distance requirements, as shown on the engineering plans.

AUTHORITY: BCC 14.60.060; 110; 120; 150; 180; 181; 190; 240; 241 REVIEWER: Molly Johnson, Transportation

25. EXISTING EASEMENTS Any utility easements contained on this site which are affected by this development must be identified. Any negative impact that this development has on those easements must be mitigated or easements relinquished.

AUTHORITY: BCC 14.60.100 REVIEWER: Tim Stever, Right of Way

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26. SIDEWALK/UTILITY/ACCESS EASEMENTS The applicant shall provide sidewalk, utility, and access easements to the City such that sidewalks and pedestrian paths outside of the City right of way are located within a pedestrian easement area if these have not already been recorded.

AUTHORITY: BCC 14.60.100 REVIEWER: Molly Johnson, Transportation

27. DEDICATION OF RIGHT OF WAY The applicant shall dedicate right of way to the City along the property frontage such that street improvements to the back of curb are located within the public right of way if the right-of-way has not already been dedicated by others.

AUTHORITY: BCC 14.60.090 REVIEWER: Molly Johnson, Transportation

28. TRANSPORTATION MANAGEMENT PROGRAM The owner of the property being developed shall sign and record at the King County Office of Records and Elections an agreement to establish a Transportation Management Program to the extent required by Sections 14.60.070.

AUTHORITY: BCC 14.60.070 REVIEWER: Molly Johnson, Transportation

LAND USE DIVISION CONDITIONS (prior to BP issuance)

29. REMOVABLE CANOPY DESIGN Canopies proposed along the building perimeter that are installed less than 16’ above finished grade shall be removable. The design of canopies shall be metal/aluminum as depicted in the design review drawings to maintain design continuity with the overall architectural design of the building.

AUTHORITY: Land Use Code 20.25D.150.C REVIEWER: Laurie Tyler, Land Use

30. RESTAURANT AND GARAGE EXHAUST VENTS Restaurant and garage exhaust vents shall be located and designed to avoid pedestrian noise, smell and particulate impacts.

AUTHORITY: Land Use Code 20.25D.150.D, Comp Plan Policy S-BR-25, UD-63 REVIEWER: Laurie Tyler, Land Use

31. CERTIFICATION BY A NOISE CONSULTANT The applicant shall provide certification by a noise consultant that the noise from the exhaust fans will not exceed 60 dBA and a determination from the noise consultant that the velocity and direction of airflow from the exhaust system within pedestrian areas not exceed 500 CFM.

AUTHORITY: Bellevue City Code 9.18.030 and Land Use Code 20.30F.145 REVIEWER: Laurie Tyler, Land Use

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32. VISION GLASS The applicant shall provide vision glass along the lobbies, ground-level office, and retail frontage to provide a high level of pedestrian interest and visual transparency. Lobbies, ground-level office, and retail frontage shall not be substantially closed or blocked from view.

AUTHORITY: Land Use Code 20.25D.150.D REVIEWER: Laurie Tyler, Land Use

33. GROUND FLOOR COMMERCIAL USES The attached plans shall be considered the adopted design for purposes of ground floor commercial uses requirements in accordance with Land Use Code 20.25D.130.A. At least 50% of the street level building edges shall incorporate ground floor commercial uses. Commercial uses include eating and drinking establishments, merchandise sales and personal services. Future tenant improvement permits shall show compliance with ground floor commercial uses.

AUTHORITY: LUC 20.25D.130.A REVIEWER: Laurie Tyler, Land Use

34. BUILD-TO-LINES The attached plans shall be considered the adopted design for purposes of build-to-line requirements in accordance with Land Use Code 20.25D.130.B.

AUTHORITY: Land Use Code 20.25D.130.B.3.b, 20.25D.020 REVIEWER: Laurie Tyler, Development Services Department

35. SIDEWALK-ORIENTED DEVELOPMENT The attached plans shall be considered the adopted design for purposes of sidewalk- oriented development requirements in accordance with Land Use Code 20.25D.130.C.4. Plans submitted for building permits shall indicate 100% of ground floor facades as transparent glass. Interruptions shall be limited to 30% of the sidewalk-oriented development.

AUTHORITY: Land Use Code 20.25D.130.C.4 REVIEWER: Laurie Tyler, Development Services Department

36. BUILDING MATERIALS/DETAILS AND COLOR SAMPLES The development is subject to the building materials/details and color samples as indicated on the attached plans. A physical color/material palette is on file with the Development Services Department. Any modifications must be reviewed and approved by Land Use as a revision to this Design Review application.

AUTHORITY: Land Use Code 20.25D.150.D REVIEWER: Laurie Tyler, Land Use

37. MECHANICAL EQUIPMENT SCREENING Roof plans submitted for the building permit application shall indicate locations of mechanical equipment, including any communication equipment such as satellite dishes. The applicant shall demonstrate that screening for rooftop mechanical equipment is architecturally integrated with the building. Screening shall be provided so that rooftop mechanical equipment is not visible from above, adjacent streets and public sidewalks. Page 70 of 75

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All HVAC rooftop equipment shall be consolidated and screened, including painting of equipment/screening as necessary.

Power, telephone, traffic control, or other equipment shall not be located in above ground cabinets in sidewalk areas. Such equipment shall be located in underground vaults or in a building or substantially screened per the approval of the Development Services Department.

Any at grade grills/grates or panels shall be the minimum size necessary, be ADA compliant and flush with the sidewalk or driveway in which it is installed. Review and approval of these locations and grates will be through the clearing and grading and mechanical permit review process.

AUTHORITY: Land Use Code 20.25D.150.D, 20.20.525.C.5 REVIEWER: Laurie Tyler, Land Use

38. SOLID WASTE/RECYCLING COLLECTION FACILITIES REQUIRED Prior to the issuance of any construction permit, the applicant shall provide a written document demonstrating that Republic Services (City’s waste hauler service) has been contacted and has approved the proposed sizing of and access to the recycling and solid waste collection area(s) for these buildings using current standards. In addition, all rights of way and public easement shall not be occupied by trash receptacles, dumpsters, recycling bins or other such items. Collection and storage facilities for recyclable materials shall be shown on building and site plan drawings. This area shall not be visible from the street.

AUTHORITY: Land Use Code 20.20.720 REVIEWER: Laurie Tyler, Land Use

39. SHIELDED LIGHTS In order to mitigate potential impacts to adjacent vehicular drivers/businesses/residents, any light source emitting from the project area shall be designed so as not to provide light and glare and spillover offsite. Cutoff shields shall be used.

AUTHORITY: Land Use Code 20.20.522 REVIEWER: Laurie Tyler, Land Use

40. BICYCLE PARKING The applicant shall provide a minimum of 31 bicycle parking stalls in accordance with the Bel-Red Land Use Code 20.25D.120.G.

AUTHORITY: Land Use Code 20.25D.120 REVIEWER: Laurie Tyler, Development Services Department

41. GARAGE SOFFIT VIEWS Sections submitted for building permit applications shall provide finish for any soffits at the second floor under the slab insulation where it may be visible to public. Any sections of the soffit insulation that will be visible when the garage door is open must be finished at the entry in a manner consistent with the design of the building.

AUTHORITY: Land Use Code 20.25D.150.C REVIEWER: Laurie Tyler, Land Use Page 71 of 75

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42. PAYMENT OF FEE-IN-LIEU OF FLOOR AREA AMENITIES The applicant intends to meet the FAR Amenity System (LUC 20.25D.090) code requirements through payment of fee-in-lieu to satisfy all tiered bonus categories triggered. The applicant shall pay the city the fee-in-lieu of the floor area amenities at building permit issuance. Final fee amount to be re-assessed at time of building permit issuance.

AUTHORITY: Land Use Code 20.25D.090.C.6; Development Agreement, Paragraph F.1, Recording Number 20090911000269 REVIEWER: Laurie Tyler, Land Use

43. COMMERCIAL/RETAIL PARKING STALL IDENTIFICATION Plans submitted for building permits shall indicate the locations of retail/restaurant parking stalls for this development. These parking stalls shall be accessible to the public and not be located behind vehicle gates. Prior to Temporary Certificate of Occupancy (TCO), the applicant shall install signage which clearly designates the commercial parking stalls within the parking garage(s).

AUTHORITY: Land Use Code 20.20.590 & 20.25D.120 REVIEWER: Laurie Tyler, Land Use

D. PRIOR TO ISSUANCE OF ANY CERTIFICATE OF OCCUPANCY (CO)

TRANSPORTATION DEPARTMENT CONDITIONS (prior to issuance of any CO)

44. STREET FRONTAGE AND PEDESTRIAN CORRIDOR IMPROVEMENTS All street frontage improvements, pedestrian corridor improvements, and other required transportation elements, including street light and traffic signal revisions, must be constructed by the applicant or others and accepted by the Transportation Department inspector. This includes all frontage improvements for NE Spring Boulevard, 121 st Avenue NE, NE 14 th Terrace, and 124 th Avenue NE that are being constructed through existing permits by others.

All existing street light and traffic signal apparatus affected by this development, including traffic controllers, pedestrian signal poles, traffic signal poles, and power sources, must be relocated as necessary. Existing overhead lines must be relocated underground. All required improvements must be constructed as per the approved plans or as per direction of the Transportation Department inspector. Bonding or other types of assurance devices will not be accepted in lieu of construction, unless the City requires a delay.

AUTHORITY: BCC 14.60; Comprehensive Plan Policy UT-39; Transportation Department Design Manual; and Transportation Department Design Manual Standard Drawings. REVIEWER: Molly Johnson, Transportation

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45. PAVEMENT RESTORATION Pavement restoration associated with street frontage improvements or to repair damaged street surfaces shall be provided as follows:

NE Spring Boulevard, 124 th Avenue NE, NE 14 th Terrace, and 121 st Avenue NE: These streets were or will be recently completed and a five year no-street cut moratorium will be in effect beginning after they are accepted into the system. Should street cuts prove unavoidable or if the street surface is damaged in the construction process, a half-street or full-street (depending on the extent of street cuts or damage) grind and overlay will be required.

AUTHORITY: BCC 14.60. 250; Design Manual Design Standard #23 REVIEWER: Tim Stever, Right of Way

46. IMPLEMENT THE TRANSPORTATION MANAGEMENT PROGRAM The Transportation Management Program required by Bellevue City Code Sections 14.60.070 per the condition of approval above must be functional prior to issuance of the initial certificate of occupancy.

AUTHORITY: BCC 14.60.070 REVIEWER: Molly Johnson, Transportation

LAND USE DIVISION AND ADDRESSING CONDITIONS (prior to issuance of any CO)

47. LANDSCAPE INSTALLATION ASSURANCE DEVICE If a Temporary Certificate of Occupancy is requested prior to completion of the landscaping installation, the applicant shall file with the Development Services Department a landscape installation assurance device equal to 150% of the cost of labor and materials for any landscaping that has not yet been installed.

AUTHORITY: Land Use Code 20.40.490 REVIEWER: Laurie Tyler, Land Use

48. LANDSCAPE MAINTENANCE ASSURANCE DEVICE The applicant shall file with the Development Services Department a landscape maintenance assurance device in the form of an assignment of savings or letter of credit for 20% of the cost of labor and materials for all landscaping on the site.

AUTHORITY: Land Use Code 20.40.490 REVIEWER: Laurie Tyler, Land Use

49. STREETSCAPE PLANTERS Applicant shall be required to install all landscaping within the required streetscape planters along NE Spring Boulevard and NE 14 th Terrace, including all street trees, shrubs and groundcover, prior to Temporary Certificate of Occupancy, in the event that the City’s CIP project for NE Spring Boulevard Zone 2, or the Master Developer’s infrastructure permit (#17-113883-GD) for NE 14 th Terrace does not install these.

AUTHORITY: Land Use Code 20.25D.110 REVIEWER: Laurie Tyler, Land Use

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50. ADDRESSING OF LOTS, BUILDINGS, AND STOREFRONTS The applicant shall contact Jami Fairleigh, Information Technology Department, regarding the addressing of lots, buildings, and storefronts. Addressing shall be approved by the Fire Department and Transportation Department.

AUTHORITY: Uniform Fire Code 505 REVIEWER: Jami Fairleigh, Information Technology Department Sean Nichols, Fire Department Molly Johnson, Transportation Department

51. APPROVAL RECORDING The applicant shall record a copy of Tables 1-3 and the Conditions of Approval associated with this approval with the King County Recorder’s Office. A copy shall be provided to Land Use for the project file.

AUTHORITY: Land Use Code 20.30F.180 REVIEWER: Laurie Tyler, Land Use

52. PUBLIC ACCESS SIGNAGE The applicant shall install public access signage at each end of the pedestrian connection running through the building as well as the pedestrian connection on the east side of the building located on Parcel 15. In addition, public access signage shall also be installed at each end of the pedestrian connection between 124 th Avenue NE and NE 14 th Terrace located on Parcel 15. The purpose of the signage is to indicate public access and an accessible route of travel through the development between NE Spring Boulevard and NE 14 th Terrace during normal business hours.

AUTHORITY: LUC 20.30F.145; Development Agreement, signed July 10, 2009 and recorded September 11, 2009, recording #200909110002269, paragraph H; Master Development Plan (File number 11-125943 LP) approved May 3, 2012 by Development Services and affirmed by the Hearing Examiner on October 8, 2012 (File number AAD 12-41). REVIEWER: Laurie Tyler, Development Services Department

53. OFF-SITE SHARED PARKING AGREEMENTS The applicant shall provide copies of the recorded shared parking agreements between Parcel’s 7 and Parcel’s 9, 11, and 15. Draft copies of the agreements shall be provided to Staff for review before recording.

AUTHORITY: LUC 20.25D.120.C REVIEWER: Laurie Tyler, Land Use

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E. PRIOR TO ISSUANCE OF ANY SIGN PERMITS (SIGN)

54. SIGN MASTER PLAN There are no implied approvals of proposed signage within this design review approval. A comprehensive sign package shall be submitted to the Development Services Department for review and approval through a Pre-Development Services (DC) application. Contents shall include but is not limited to: a. Location b. Lighting c. Color Palate d. Materials e. Design concept Signage shall be the minimum necessary to convey information and shall be architecturally compatible and integrated with the building. Maximum letter and sign size shall be determined based on proposed location and other design criteria. Sign Code limitations are not a guaranteed maximum and cannot be exceeded. Final design review of individual signs and compliance with the approved sign package will occur through review of each sign permit application.

No freestanding signs, cabinet signs or signs above the rooftop are permitted except as permitted in the Sign Code Bellevue City Code 22B.10.

AUTHORITY: Bellevue City Code 22B.10 and Land Use Code 20.25D.150.F REVIEWER: Laurie Tyler, Land Use

F. PRIOR TO ISSUANCE OF TENANT IMPROVEMENT (TI) PERMITS

55. FUTURE TENANT/STOREFRONT IMPROVEMENTS Future retail/commercial tenant improvements shall reflect the design intent shown on the attached preliminary design. Vision glass is required to provide pedestrian visibility into ground level interior spaces. Fire Control Room doors shall look like retail/office storefronts. Each tenant improvement or revision to this proposal shall be approved by the City.

AUTHORITY: Land Use Code 20.30F REVIEWER: Laurie Tyler, Land Use

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Project Plans Located in Project File Line FAR Incentive System for Bel-Red 1 Submittal 1 Submittal 2 Submittal 3 Submittal 4 Submittal 5 Submittal 6 Submittal 7 2 Resi GIX Resi 2 AMLI Office REI REI 3 Test Lots 18-21 Lot 14 Lot 22-23 Lot 17 Lot 16 Parcel 7 Parcels 9,11,15 4 Non-Residential Development 5 Aggregate Parcel Size (sf) 100,000 59,527 80,528 76,008 262,774 6 Total Allowed SF at max FAR (4.0) 400,000 - 238,108 - - 322,112 304,032 1,051,096 7 Gross Floor Area Total 375,000 - 85,108 - - 285,547 37,117 323,502 8 Subtotal: exempt floor area 75,000 - - - 10,961 14,485 9 Subtotal: non-exempt floor area 300,000 85,108 274,586 37,117 309,017 10 FAR 3.00 #DIV/0! 1.43 #DIV/0! #DIV/0! 3.41 0.49 1.18 11 Base FAR Allowed (1.0) 100,000 - 59,527 - - 80,528 76,008 262,774 12 GFA subject to Incentive System 200,000 - 25,581 - - 194,058 - 46,243 13 GFA in Tier 1 (up to 2.5 FAR) 200,000 - 25,581 - - 194,058 - 46,243 14 GFA in Tier 2 (up to 0.5 FAR) 75,000 ------15 16 Residential Development 17 Aggregate Parcel Size (sf) 100,000 110,000 83,367 62,811 18 Total Allowed SF at max FAR (4.0) 400,000 440,000 - 333,468 251,244 - - - 19 GFA of Proposed Development 375,000 298,737 247,769 217,063 20 FAR 3.75 2.72 #DIV/0! 2.97 21 Base FAR Allowed (1.0) 100,000 110,000 - 83,367 62,811 - - - 22 GFA subject to Incentive System 275,000 188,737 - 164,402 154,252 - - - 23 GFA in Tier 1a (up to 1.25 FAR) 125,000 137,500 - 104,209 78,514 - - - 24 GFA in Tier 1b (up to 1.25 FAR) 125,000 51,237 - 60,193 75,738 - - - 25 GFA in Tier 2 (up to 0.5 FAR) 25,000 ------26 Site FAR 2.72 1.43 2.97 3.46 3.41 0.49 1.18 27 Overall Average MDP FAR 2.26 2.50 2.69 2.83 2.46 2.00 28 29 Amenity Fee-in-Lieu Payment Calculation 30 Gross square feet (GSF) of development 320,924 93,863 260,753 238,338 31 GSF for DA $3.75 discount rate available 750,000 429,076 335,213 74,460 - - - 32 GSF for DA $3.75 discount rate used 320,924 93,863 260,753 74,460 - - - 33 GSF for DA $3.75 discount rate remaining 429,076 335,213 74,460 - - - - 34 35 % Floor Area eligible for DA $3.75 rate 100% 100% 100% 31% 0% 0% 0% 36 % Floor Area eligible for DA $4.00 rate 0% 0% 0% 69% 100% 100% 100% 37 38 Total floor area subject to Amenity System (20.25D.090.C) 188,737 25,581 164,402 154,252 194,058 - 46,243 39 Total square feet of Amenity System provided on-site 0 0 0 0 0 0 0 40 Remaining square feet subject to fee-in-lieu 188,737 25,581 164,402 154,252 194,058 - 46,243 41 42 Square feet paid at $3.75 100% 188,737 100% 25,581 100% 164,402 31% 48,190 0% - 0% - 0% - 43 Tier 1A [Res]: affordable housing $ 515,625.00 $ - $ 390,783.75 $ 180,712.50 $ - $ - $ - 44 Tier 1 [Cml] or Tier 1B [Res]: parks and streams $ 192,138.75 $ 95,928.75 $ 225,723.75 $ - $ - $ - $ - 45 46 Square feet paid at $4.00 0 0% - 0% - 69% 106,062 100% 194,058 100% - 100% 46,243 47 Tier 1A [Res]: affordable housing $ - $ - $ 121,296.00 $ - $ - $ - 48 Tier 1 [Cml] or Tier 1B [Res]: parks and streams $ - $ - $ - $ 302,952.00 $ 776,232.00 $ - $ 184,972.00 49 50 Square feet paid at $17.53 ------51 Tier 2 fee-in-lieu $ - 52 53 Total fee $ 707,763.75 $ 95,928.75 $ 616,507.50 $ 604,960.50 $ 776,232.00 $ - $ 184,972.00

Lot Coverage Lot

Permitted Projects Permitted

feet

280 140 0

The Spring District Spring The

FILE: Lot Coverage Figure Coverage Lot FILE: 2018 17, Jan DATE:

AMLI: 17 (78.6%) Impervious (78.6%) 17 AMLI: City Multipurpose Path Multipurpose City 124th Ave NE Ave 124th

Security Properties: 22-23 (74.1%) Impervious (74.1%) 22-23 Properties: Security

Security Properties: 18-21 (73.4%) Impervious (73.4%) 18-21 Properties: Security

Impervious Area Impervious

24 15

16 Pervious Area Pervious

Legend

Site Area Impervious = 4.39 Acres (72.7%) Acres 4.39 = Impervious Area Site

REI Development Site Area = 6.03 Acres 6.03 = Area Site Development REI

Site Area Impervious = 16.65 Acres (73.0%) Acres 16.65 = Impervious Area Site 72.7% Impervious 72.7%

Total Site Area = 22.80 Acres 22.80 = Area Site Total Project Area Project

13

23 Parcels 9,11, & 15 & 9,11, Parcels

Lot Coverage Calculations Coverage Lot

REI Development REI 14

11

22

NE 12th St 12th NE

Total Site Area Boundary Area Site Total

9

21 12

NE SpringBlvd

Tract K Tract

20

Tract C Tract 19

END

18 17 7 120th Ave NE Ave 120th