TRIANON PROPERTY Ground Lease Offering Memorandum

PROPERTY

Seattle High Rise Development Ground Lease Opportunity Trianon Property Contact 2505 Third Avenue S. Campbell Mathewson , WA 206.757.8893 [email protected]

www.centurypacificlp.com 1201 Third Ave, Suite 1680 Seattle, WA 98101 PROPERTY OFFERING MEMORANDUM

The owners of the Trianon Property (“Owners”) have engaged CenturyPacific, LLLP (“CenturyPacific”) as real estate advisor and agent, on an exclusive basis, in connection with a proposed ground lease of the property located at 2505 Third Ave in Seattle (the “Property”).

This Confidential Offering Memorandum (“Memorandum”) is being delivered to a limited number of parties who may be interested in the Property. By acceptance hereof, each recipient agrees not to reproduce or use in whole or in part the information contained herein, or any other information that is not already public, and to use this Memorandum only for the purpose of evaluating the leasehold offering.

This Memorandum has been prepared based partly upon information furnished by the Owners, who have reviewed it and authorized its use for the purpose and in the manner described above. The Owners, CenturyPacific, shareholders, partners and affiliates make no representations or warranties with regard to the accuracy or completeness of the information contained herein. CenturyPacific has conducted a limited review of the information contained in this Memorandum, but has not independently verified the accuracy or completeness thereof. CenturyPacific does not represent or warrant the accuracy or completeness of the information contained in this Memorandum. Nothing contained in this Memorandum should be construed as a representation by any person as to the future possibilities or performance of the Property.

EACH POTENTIAL LESSEE IS EXPECTED TO CONDUCT ITS OWN DUE DILIGENCE.

CenturyPacific, LLLP , Suite 1680 Seattle, WA 98101

Steven L. Wood S. Campbell Mathewson Managing Director Executive Vice President 206 757 8891 206 757 8893 [email protected] [email protected]

Katherine K. Laird Michael E. Finch Contact Executive Vice President Vice President

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 2 1201 Third Ave, Suite 1680 Seattle, WA 98101 TABLE OF CONTENTS

I. Investment Summary 4

II. Property Summary 7

III. Stacking Plan 8

IV. Ground Lease Terms 9

V. Neighborhood 11

VI. Maps & Photos 14

VII. Transaction Details 21

Contact

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 3 1201 Third Ave, Suite 1680 Seattle, WA 98101 I. INVESTMENT SUMMARY Trianon Property

OVERVIEW The owner of the Trianon Property (“Owner”) is offering for long-term ground lease a one-half city block containing approximately 25,920 square feet of land located on the west side of 3rd Avenue between Vine and Wall Streets in Seattle’s Belltown neighborhood (“the Property”). With excellent proximity to and just blocks from Amazon’s new corporate headquarters, this property constitutes one of ’s premier mixed-use residential redevelopment sites.

SITE SUMMARY Address: 2505 Third Ave Seattle, WA 98121

Land Area: 25,920 SF

Parcel Number: 0656000160

Zoning: DMR/R 240/65

Building Area (existing): Trianon Building (43,948 SF)

PROPERTY The Property is located on the west side of 3rd Avenue between Vine and Wall Streets in downtown Seattle, WA. It has approximately 240 linear feet of frontage on 3rd Avenue north/south and 108 linear feet of frontage on Vine and Wall Streets east/west. The site is rectangular in shape and currently under-improved with a three-story retail/commercial building totaling approximately 57,620 SF. The topography of the site is generally flat.

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2 ST N D L A L V A E W Contact

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 4 1201 Third Ave, Suite 1680 Seattle, WA 98101 INVESTMENT SUMMARY Trianon Property

NEIGHBORHOOD The Trianon Property located in Seattle’s Belltown neighborhood adjacent to downtown and just blocks from Amazon’s new world headquarters is one of the most desirable mixed-use residential locations available in the .

ZONING The Property is zoned DMR/R 240/65 by the City of Seattle. This zone permits a variety of residential, office, retail and hospitality uses. Per the Seattle Municipal Code, a residential redevelopment would have no maximum floor area ratio (FAR), a maximum height of 240-feet and a maximum lot coverage of 100% up to 65 feet, 55% from 65’-85’, 50% from 85’-125’ and 40% from 125’-240’. CenturyPacific recently sold a similarly-zoned property three blocks from the Property for over $1,000 per land square foot.

TITLE REPORT A current, preliminary title report issued by First American Title Insurance Company is provided in the due diligence materials.

PARKING CONVENANT IN FAVOR OF THE PROPERTY In 1997, the Owner sold a property on the east side of 4th Avenue between Vine and Wall Streets and, as a condition of the sale, reserved the rights to 20 parking spaces at 4th Avenue and Wall Street. These 20 stalls located one block from the Property are available to the Owner should the City of Seattle require off-site parking. The term of the agreement expires December 31, 2050 except “if the Parking Spaces are being used to provide required off- site accessory parking for any of Seller’s developments, and such Seller’s development still requires such offsite accessory parking at the termination date…[December 31, 2050]…then the term of this Parking Agreement shall be deemed extended until such later date on which such Seller’s development is demolished.” [see Parking Agreement and Covenant in Due Diligence Materials]

ENVIRONMENTAL No known issues. Prospective ground lessees should conduct their own environmental and other due diligence.

Contact

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 5 1201 Third Ave, Suite 1680 Seattle, WA 98101 INVESTMENT SUMMARY Trianon Property

EXISTING BUILDINGS Trianon Building: The site is improved with an existing 57,620 SF building constructed in 1926 and renovated in 1980. The building is occupied by a mix of office and retail tenants.

Building Area 57,620 SF of building area

Year Built 1926, renovated 1980

Construction Reinforced concrete

HVAC Each suite is adequately heated and cooled. The HVAC system is in good working condition.

Layout & Finish The Trianon Building is a three-story rectangular-shaped building oriented toward the east. The ground floor consists of four, grade-level individually demised retail/office suites The second level is demised as three professional office suites. The third level consists of five office suites. All retail suites are accessed via individual storefront doors. The second and third-floor offices are accessed via staircase.

Quality & Condition Interior finishes vary by tenant and are of good quality and condition. The building is functional as a multiple-tenant building, with excellent location, exposure, access and parking.

Parking & Site The site is entirely paved. Parking is available in the basement as well as along the alley to the west of the building. The site has approximately 43 striped parking spaces, with 14 of these outside in the alley and the remainder in the basement of the building, yielding a parking ratio of .75 stalls per 1,000 square feet of building area.

Utilities All typical utilities, telecommunications and fiber are available to the site.

Existing Tenants: The building contains approximately 51,936 SF of rentable area. There are 12 tenants and 2 vacant office suites totaling approximately 7,748 RSF. Of the 12 tenants, 11 have landlord termination rights (for redevelopment) upon no more than 12-months’ notice. One tenant lease may be terminated after January 2017. Copies of existing leases are available Contact in an online due diligence war room subject to receipt of an executed non-disclosure agreement. S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 6 1201 Third Ave, Suite 1680 Seattle, WA 98101 II. PROPERTY SUMMARY Trianon Property

FOR CONCEPTUAL PURPOSES ONLY. NO REPRESENTATION OR WARRANTY IS IMPLIED WITH THIS ANALYSIS. EACH POTENTIAL GROUND LESSEE IS EXPECTED TO CONDUCT ITS OWN DUE DILIGENCE WITH REGARDS TO ACCURATE ZONING, BULK, DIMENSION, HEIGHT, # OF UNITS, ETC.

Site Address 2505 Third Avenue, Seattle, WA Partial Legal BELL & DENNYS 2nd ADD LESS POR FOR ST, Plat Block: 22, Plat Lot: 5-6-7-8 Site Orientation 1/2 block on west side of 3rd Avenue between Vine and Wall Streets King County Parcel Number 065600-0160 Parcel Size 25,920 SF Improvements 57,620 SF 3-story office building built in 1926, renovated 1980 Zoning DMR/R 240/65 Neighborhood/Overlay Belltown Urban Center Village Neighborhood Characteristics Several older buildings and new high-rise projects 3 blocks from Amazon's new corporate campus Site Dimensions Approximately 240 feet north/south along 3rd Avenue x 108 feet east/west along Vine St. and Wall St.

% Lot Coverage for 25,000 SF+ parcel (SMC 23.49.156) 0-65' 100% 65'-85' 55% 85'-125' 50% 125'-240' 40% Each story in portions of structures above 125 feet shall have a maximum gross floor area of 8,000 SF (23.49.158(B)) Topography The site is relatively flat Design Review Required Height Limit 65' for nonresidential, 240' for residential Exceptions include open railings, planters, clerestories, skylights, play equipment, parapets, firewalls, solar collectors, etc. Covered or enclosed common recreation areas are allowed on the roof. Downtown Overlay Maps (SMC 23.49) Street Classifications B-C,F 3rd Avenue is Principal Arterial requiring 15'-18' sidewalks and Class I Pedestrian Street Street Level Uses G Required Property Line Facades H Required View Corridors D On Vine and Wall Streets

Width and depth limits (SMC 23.49.164) 65'-125': 120 feet 125'-240': 100 feet Side Setbacks (SMC 23.49.166) 0'-120': Nothing 120'-180': 20 feet 180'- : 40 feet Green Street Setbacks (SMC 23.49.166) Vine Street is a designated Green Street (SMC 23.49.166 Map 1B) 10' for portions of structures above 65' to a maximum of 85'; An additional 1' setback for every 5' that the height exceeds 85' Floor Area Ratio (SMC 23.49.011) Commercial: Base FAR=1, Maximum FAR=2 Residential: Exempt Façade Requirement (SMC 23.49.162) Class I Pedestrian Streets and Green Streets (Vine Street) 25 feet Common Recreation (SMC 23.49.010) 5% of gross area in residential projects 50% of common recreation space may be interior Parking Requirements (SMC 23.49.019) None

www.centurypacificlp.com 7 1201 Third Ave, Suite 1680 Seattle, WA 98101 FOR CONCEPTUAL PURPOSES ONLY. NO REPRESENTATIONIII. OR WARRANTY IS IMPLIED WITH STACKING THIS ANALYSIS. PLAN EACH POTENTIAL GROUND LESSEE IS EXPECTED TO CONDUCT ITS OWN DUE DILIGENCE WITH REGARDS TO ACCURATE ZONING, BULK, DIMENSION, HEIGHT, # OF UNITS, ETC. Trianon Property

Zoning DRM/R-240/65 Lot SF 25920 # stories 24 Size parking plate 24000 # underground parking levels 4 # parking stalls 272 # residential units 395 GSF 310482 NSF 276682 Avr unit size 700 Floor Level Capacity Per Code Floor Height Parking # Gross Parking Area/SF Service, Mechanical/Electrical & Loading Commercial Area/SF Common Rec Gross Residential SF Circulation SF Net Residential Area Residential Efficiency Total Total Residential Units

Roof 3,875 240' 2,400 1,000 - Level 24 8,000 235' 80 7,920 1,000 6,920 86.5% 10 Level 23 8,000 225' 80 7,920 1,000 6,920 86.5% 10 Level 22 8,000 215' 80 7,920 1,000 6,920 86.5% 10 Level 21 8,000 205' 80 7,920 1,000 6,920 86.5% 10 Level 20 8,000 195' 80 7,920 1,000 6,920 86.5% 10 Level 19 8,000 185' 80 7,920 1,000 6,920 86.5% 10 Level 18 8,000 175' 80 7,920 1,000 6,920 86.5% 10 Level 17 8,000 165' 80 7,920 1,000 6,920 86.5% 10 Level 16 8,000 155' 80 7,920 1,000 6,920 86.5% 10 Level 15 8,000 145' 80 7,920 1,000 6,920 86.5% 10 Level 14 8,000 135' 80 7,920 1,000 6,920 86.5% 10 Level 13 8,000 125' 80 2,000 5,920 1,000 4,920 61.5% 7 Level 12 12,960 115' 80 12,880 1,450 11,430 88.2% 16 Level 11 12,960 105' 80 12,880 1,450 11,430 88.2% 16 Level 10 12,960 95' 80 12,880 1,450 11,430 88.2% 16 Level 9 12,960 85' 80 12,880 1,450 11,430 88.2% 16 Level 8 14,256 75' 80 14,176 1,450 12,726 89.3% 18 Level 7 14,256 65' 80 14,176 1,450 12,726 89.3% 18 Level 6 25,920 55' 800 1900 25,120 2,250 22,870 88.2% 33 Level 5 25,920 45' 800 1900 23,220 2,250 20,970 80.9% 30 Level 4 25,920 35' 800 1900 23,220 2,250 20,970 80.9% 30 Level 3 25,920 25' 800 1900 23,220 2,250 20,970 80.9% 30 Level 2 25,920 15' 800 1900 23,220 2,250 20,970 80.9% 30 Level 1 25,920 0' 6350 2,750 1900 19,570 1,850 17,720 68.4% 25 Parking 1 25,920 -9' 68 24,000 Parking 2 25,920 -18' 68 24,000 Parking 3 25,920 -27' 68 24,000 Parking 4 25,920 -36' 68 24,000 TOTAL 272 96,000 11,790 2,750 15,800 310,482 34,800 276,682 395

www.centurypacificlp.com 8 1201 Third Ave, Suite 1680 Seattle, WA 98101 IV. GROUND LEASE TERMS Trianon Property

BASE RENT The owner is seeking proposals for an unsubordinated net ground lease with year 1 rent of $1,451,520 (i.e., 7% yield on $20,736,000 ($800 per land SF)).

TERM The proposed term is 75 years, with two (2) ten (10) year options to extend the Term, subject to maintaining improvements and other provisions.

RENT ESCALATIONS Ground rent will be adjusted annually to reflect any percentage increases in the Seattle Area Consumer Price Index for “All Urban Consumers” (CPI-U; 1982-1984 = 100). To facilitate Lessee’s financing now or in the future, the increases will include a floor of 2.5% and a cap of 5%. Additionally, the underlying land will be re-appraised, without reference to current use, once every 10 years beginning at the end of year 15. In no event will the ground rent be less than that of the CPI- escalated prior year rent.

DUE DILIGENCE & CLOSING The Lessee will have 45-days after signing the Letter of Intent to inspect the Property and perform general feasibility. Ground lease execution and commencement will occur within 30-days thereafter.

EARNEST MONEY Upon execution of the Letter of Intent, the Lessee will deposit the full amount of the first year’s rent with First American Title Company. This Earnest Money is fully-refundable until the end of the Due Diligence period, at which time 10% will become payable to Lessor and applicable to the first year’s rent. Lessor and Lessee will agree to negotiate in good faith over the subsequent 30 day period to consummate a ground lease. The remaining 90% of the Earnest Money will be payable at lease execution and will be applicable to the first year’s rent. Should a ground lease not be executed after the Due Diligence period, 10% of the Earnest Money will remain with Lessor as compensation for its lease preparation expenses and lost opportunity cost associated with pursuing a ground lease with the Lessee.

LEASE COMMENCEMENT DATE Ground lease will commence upon the execution of a ground lease document.

CLOSING EXPENSES The parties will share the escrow expenses on an equal basis. Real estate taxes Contact will be prorated as of the date of Lease Commencement.

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 9 1201 Third Ave, Suite 1680 Seattle, WA 98101 GROUND LEASE TERMS Trianon Property

AS IS The property will be leased “AS IS” with no representations or warranties relating to fitness of use, environmental condition or code compliance, etc. Lessor encourages Lessee to conduct its own feasibility and environmental studies.

UNSUBORDINATED GROUND LEASE The ground lease will be fully unsubordinated. All loans, claims and other interests shall be fully subordinate to the Lessor’s interest in the property.

PERSONAL GUARANTIES The Lessor will require the Lessee to guarantee the payment of rent and other performance under the lease. Once the majority of improvements are completed, with a minimum value of $50 million and receipt of a certificate of occupancy, the guarantee will be released. The Lessor will require current financial statements from Lessee. The Lessor’s willingness to move forward with a lease is expressly conditioned on its approval, in its sole discretion, of such financials.

COMPLETION ASSURANCE The Lessee will provide a completion bond or other equivalent financial assurance before undertaking any construction, major renovation or lienable action on the leased property.

ASSIGNMENT The ground lease shall not be assigned without the prior written consent of Lessor.

LESSEE’S RIGHT OF FIRST OFFER In the event the Lessor elects to sell its interest in the ground lease, Lessee will have a right of first offer to acquire Lessor’s interest.

APPROVAL RIGHTS Ground Lessor shall have the right to review conceptual development plans.

REAL ESTATE BROKERAGE COMMISSION Any commission paid to a broker representing the ground lessee will be paid by the Lessee.

DISCLAIMER The ground lease terms identified in this offering memorandum are for discussion purposes only and are not intended to include all deal points. Contact

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 10 1201 Third Ave, Suite 1680 Seattle, WA 98101 V. NEIGHBORHOOD Trinanon Property

LOCATION & AMENITIES The Property is centrally located in Seattle’s Belltown neighborhood, 96 adjacent to downtown, Uptown and the Waterfront. This highly desirable location offers residents walkable options for dining, entertainment, work and play. Three blocks to the north is the Olympic Structure Park. is five blocks to the south. The adjacent Uptown neighborhood amenities include , Key Arena, the 76 99 and the Experience Music Project. Amazon’s new campus is to the east of the Property and the downtown business core is just a few blocks south. All destinations are easily accessed by foot, bus, bike, streetcar, taxi or car. Belltown offers some of Seattle’s best cuisine, including six Tom Douglas restaurants, El Gaucho, Aqua, Tavolata, Black Bottle, and Macrina.

BELL STREET PARK Bell Street Park, located just blocks from the Property, is downtown Seattle’s newest green space. This newly completed project transformed four blocks of WOODINVILLE SHORELINE Bell Street between First and Fifth Avenues into a 56,000 SF vibrant, green space for residents of one of Seattle’s fastest growing neighborhoods. Encouraging pedestrians, cyclists, and automobiles to share the space, this 4-block section is the first phase of a long-range plan for a park corridor stretching from South Lake I-5 Union to Elliott Bay.

ACCESS & TRANSPORTATION 99 With a “Walk Score” of 96 out of 100, the Property is a “Walker’s Paradise” and has one of the best Walk Scores in the city. The neighborhood’s growing population of over 10,000 residents enjoy convenient access to live, work and 520 play needs – all within minutes. SEAT TLE The Property has robust public transportation (Score: 99, “Rider’s Paradise”), Lake Lake with service Sammamishby more than 50 bus lines. The Property is very bike-able (Score: 76), with excellent bike lanes. The neighborhood has nine car shares from Zipcar, I-90 a supply that is expected to grow to meet increasing demand. Additionally, the South Lake Union Streetcar, Link Light Rail, the Seattle Monorail and other transportation options (Car2Go, Uber, etc.) are readily available. 99

Travel distance in 30 minutes via public transportation. Access to Highway 99 is at Battery Street, two blocks to the south. I-5 is accessed from either to Mercer Street and .

Nearby neighborhoods: The Waterfront, Denny Triangle, Uptown, South Lake Contact Union, and Downtown.

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 11 1201 Third Ave, Suite 1680 Seattle, WA 98101 NEIGHBORHOOD Trianon Property

DEMOGRAPHICS The Belltown neighborhood is the most highly-educated neighborhoods of the downtown neighborhoods, with over 72% of the 25+ year old residents holding Associates Degree or higher and boasting the highest income levels in downtown. (Source: Downtown Seattle Association, MID research)

NEARBY EMPLOYERS The Belltown neighborhood is expected to be one of the primary beneficiaries of employment growth in the region. Companies with offices within easy commute distance of the Property include: Amazon, Microsoft, Bill & Melinda Gates Foundation, Medicine, Seattle Biomedical Research Institute, Group Health, and hundreds of downtown employers.

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YESLER TERRACE 99

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www.centurypacificlp.com 12 1201 Third Ave, Suite 1680 Seattle, WA 98101 NEIGHBORHOOD Trianon Property

THE AMAZON EFFECT As a result of Amazon’s presence in South Lake Union, the Belltown neighborhood is abuzz with Amazon employees as well as service businesses, and competing tech companies who have sought nearby addresses riding the wave of Amazon’s Amazon is slated to lease or development and revitalization of the area. The appeal to potential employees of own 10 million square feet of living in an urban setting, with access to transportation options, premier restaurants, downtown Seattle’s Class A entertainment and cultural attractions has become as important a recruiting tool as office inventory. salary and other benefits.

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www.centurypacificlp.com 13 1201 Third Ave, Suite 1680 Seattle, WA 98101 VI. MAPS & PHOTOS Trinanon Property

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S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 14 1201 Third Ave, Suite 1680 Seattle, WA 98101 MAPS & PHOTOS Trinanon Property

Contact

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 15 1201 Third Ave, Suite 1680 Seattle, WA 98101 MAPS & PHOTOS Trinanon Property

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www.centurypacificlp.com 16 1201 Third Ave, Suite 1680 Seattle, WA 98101 MAPS & PHOTOS Trinanon Property

www.centurypacificlp.com 17 1201 Third Ave, Suite 1680 Seattle, WA 98101 MAPS & PHOTOS Trinanon Property

www.centurypacificlp.com 18 1201 Third Ave, Suite 1680 Seattle, WA 98101 MAPS & PHOTOS Trinanon Property

www.centurypacificlp.com 19 1201 Third Ave, Suite 1680 Seattle, WA 98101 MAPS & PHOTOS Trinanon Property

www.centurypacificlp.com 20 1201 Third Ave, Suite 1680 Seattle, WA 98101 VII. TRANSACTION DETAILS Trinanon Property

This ground lease offering of the Property at 2505 Third Avenue is being distributed and marketed exclusively by CenturyPacific, LLLP to a select group of potential lessees. The prospective lessees will be selected by the Owners in their sole and absolute discretion based on a variety of factors including, but not limited to, offered rent, financial strength, performance history and ability to perform in a timely fashion.

CenturyPacific will be available to assist prospective lessees to arrange site tours and to answer questions related to information contained in this Offering Memorandum. The offering and the information contained herein are confidential.

All inquiries should be directed to:

CenturyPacific, LLLP 1201 Third Avenue, Suite 1680 Seattle, WA 98101

Campbell Mathewson 206-757-8893 direct [email protected]

Steven L. Wood Managing Director

Katherine K. Laird Executive Vice President

Michael E. Finch Vice President Contact

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 21 1201 Third Ave, Suite 1680 Seattle, WA 98101 CenturyPacific, LLLP

DISCLAIMER

Materials contained in this offering are furnished solely for the purpose of considering the ground lease of the Trianon Property (the “Property”) located in Seattle, Washington; described herein and are not to be used for any other purpose or to be made available to any other person without the express written consent of CenturyPacific, LLLP (the “Investment Team”) and the Sellers. The material is based, in part, upon information supplied by Seller and, in part, upon information obtained by the Investment Team from sources they deem to be reliable. Summaries contained herein of any legal documents are not intended to be comprehensive statements of the terms of such documents, but rather are outlines of some of the principal provisions contained therein. No warranty or representation, expressed or implied, is made by Seller, the Investment Team or any of their related entities as to the accuracy or completeness of the information contained herein. Prospective ground lessees should make their own investigations, projections and conclusions. Interested ground lessees should be aware that the Owner is leasing the Property in “AS IS” CONDITION WITH ALL FAULTS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE. It is expected that prospective ground lessees will conduct their own independent due diligence concerning the Property, including such engineering and environmental inspections as they deem necessary to determine the condition of the Property and the existence or absence of any potentially hazardous materials used on the Property. No representations, expressed or implied, are made as to the foregoing matters by Owner, the Investment Team or any of their officers, employees, affiliates and/or agent.

Contact

S. Campbell Mathewson 206.757.8893 [email protected]

www.centurypacificlp.com 22 1201 Third Ave, Suite 1680 Seattle, WA 98101