DISTRICT OF COLUMBIA

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1 BUZZARD POINT STADIUM MARKET, ECONOMIC AND FISCAL BENEFITS ANALYSIS DISTRICT OF COLUMBIA JUNE 2014 INSPIRE. EMPOWER.ADVANCE.

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3 TABLE OF CONTENTS SECTIONS 1.0.Preface 2.0.Executive Summary 3.0.Market Analysis 4.0.Economic & Fiscal Benefits Analysis EXHIBITS A.Demographic Profiles B.Fiscal Benefits Summary JUNE 2014 i

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5 PREFACE PREFACE In October of 2012, the Department of General Services ( DGS or Client ) engaged Brailsford & Dunlavey, Inc. ( B&D ) to analyze the market potential and economic benefit pertaining to the development of a new 20,000- to 25,000-seat multi-use stadium for a Major League Soccer ( MLS ) tenant near the Buzzard Point area of Washington D.C. ( D.C. ). To complete this assignment, B&D conducted a detailed market study of the D.C. area to understand anticipated demand levels and developed corresponding economic and fiscal benefits analysis. QUALIFICATIONS The findings of this study constitute the professional opinions of B&D personnel based on the assumptions and conditions detailed herein. B&D analysts have conducted research using both primary and secondary sources that are deemed reliable, but whose accuracy cannot be guaranteed. Due to variations in national and global economic conditions, actual economic and fiscal benefits may vary from projections, and these variances may be material. JUNE

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7 MARKET ANALYSIS MARKET ANALYSIS BACKGROUND The District of Columbia in conjunction with D.C. United of Major League Soccer is considering the development of a new, 20,000- to 25,000-seat multi-use stadium. D.C. United will serve as the primary tenant in the stadium, with additional entertainment events such as concerts, sports exhibitions, and community events also taking place there. INTRODUCTION The market analysis is designed to measure and evaluate the D.C. market s ability to support the development of a multi-purpose stadium and associated Major League Soccer franchise. B&D s market analysis process places a heavy emphasis on the development of a comparable market set and evaluating the D.C. market s position within that framework. In addition to the comparable market analysis, the following analyses were completed to inform anticipated demand levels for both D.C. United and outside events: A review of the proposed project site and its proximity to transportation arteries and planned neighborhood developments; A review of MLS league history, operating structure, league attendance, and D.C. United attendance; A review of recently completed or under construction stadium facilities designed primarily for MLS uses; and A premium seating share analysis to inform a conceptual premium seating program within the context of corporate market landscape. JUNE

8 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS PROPOSED SITE Site Context The proposed project site is located in the southwest quadrant of Washington, D.C. The site is just east of Fort McNair and southwest of Nationals Park. Today, the immediate neighborhood consists of primarily industrial structures and limited, light residential. The map below shows the site proposed site, denoted by the blue marker, in relation to several landmarks, including the National Mall, United States Capitol, Nationals Park, and Reagan Airport. M M M M EXHIBIT 3.1: SITE CONTEXT 3. 2 BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

9 MARKET ANALYSIS Transportation The Waterfront and Navy Yard Metro stations, each represented on the map by the letter M, provide convenient access to the Buzzard Point site. Each station is approximately one-half mile from the proposed stadium site requiring a 10- to 15-minute walk. In addition to strong Metro access, Interstates 295 and 395 are easily accessible via Potomac Avenue SW and South Capitol Street. Furthermore, multiple transportation projects are under-way that will improve accessibility to the southwest quadrant of Washington, D.C. Both the Frederick Douglass Memorial and 11 th Street bridges are being reconfigured to handle additional volume. Additionally, a streetcar system is also currently under construction with initial phases already completed in different areas of the district. Planned Developments The area surrounding the project site has several developments planned. The map with the general site location outlined in red (Exhibit 3.2), shows planned projects in the surrounding neighborhood. The planned projects are a mixture of residential, office, and mixed-use structures and they have anticipated completion dates staggered over the next 10 years. The Coast Guard will also be relocating its headquarters to a new facility, creating additional space for potential development. Most of the planned developments are in the Capital Overlay District, which was established to promote a mixture of residential and commercial projects in the EXHIBIT 3.2: PLANNED Buzzard Point and Capitol Gateway areas. The NEIGHBORHOOD DEVELOPMENTS specific development objectives of the Overlay District include reducing the height and bulk of buildings along the Anacostia riverfront, as well as encouraging appropriate ground-floor retail and services along the M Street corridor. JUNE

10 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS M AJOR LEAGUE SOCCER OVERVIEW Major League Soccer commenced operations in 1996 with ten (10) teams. The league expanded in 1998, with the addition of franchises in Chicago and Miami, but contracted four years later with both Florida franchises folding prior to the 2002 season. After originally struggling to gain stability because of poor visibility and mediocre attendance levels stemming from sub-par stadium arrangements, the MLS went through a period of expansion to its present day constitution of 19 franchises. The MLS will have 21 franchises in 2015 when an Orlando and second New York one are added. Franchise Founded Stadium Opened Soccer-Specific Chicago Fire 1998 Toyota Park 2006 Chivas USA 2005 Stubhub Center 2003 Colorado Rapids 1996 Dick's Sporting Goods Park 2007 Columbus Crew 1996 Columbus Crew Stadium 1999 D.C. United 1996 RFK Stadium 1961 FC Dallas 1996 Toyota Stadium 2005 Houston Dynamo 2006 BBVA Compass Stadium 2012 LA Galaxy 1996 Stubhub Center 2003 New England Revolution 1996 Gillette Stadium 2002 New York Red Bulls 1996 Red Bull Arena 2010 Montreal Impact 2012 Saputo Stadium 2008 Philadelphia Union 2010 PPL Park 2010 Portland Timbers 2011 Providence Park 2012 Real Salt Lake 2005 Rio Tinto Stadium 2008 San Jose Earthquakes 1996 [1] Earthquakes Stadium 2015 Seattle Sounders 2009 CenturyLink Field 2002 Sporting KC 1996 Sporting Park 2011 Toronto FC 2007 BMO Field 2007 Vancouver Whitecaps 2011 BC Place 1983 (2011) [2] New York City FC [2] Orlando City SC [1] Earthquakes Stadium is under construction and w ill open in 2014 [2] Both franchises are planning construction of new v enues EXHIBIT 3.3: MLS FRANCHISES AND STADIUMS Fifteen of the current 19 MLS franchises play in soccer-specific stadiums. Both expansion franchises are also expected to be tenants in dedicated venues. The Columbus Crew was the first franchise to play in a soccer-specific venue when the Columbus Crew Stadium opened in When construction of the San Jose Earthquakes Stadium is completed, D.C. United and the New England Revolution, which plays in Gillette Stadium, will be the only two original MLS franchises that compete in stadiums not designed primarily for MLS use BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

11 MARKET ANALYSIS MLS Target Market Audience In a Forbes.com article from 2012 titled: Major League Soccer Is A Kick In The Grass, the Chief Marketing Officer of Major League Soccer, Howard Handler, stated that the target audience for the league is primarily Generation-Y and multicultural. The resultant target market, as shown in the graphic below, is a younger audience in comparison to MLB, NBA, NFL, and NHL. According to a Sports Business Journal article from 2010, shown in the table below, a comparatively greater portion of the Spanish and or/hispanic community also make-up the MLS fan base. MLS MLB NBA NFL NHL Gender Men 60.50% 58.80% 60.20% 58.70% 63.60% Women 39.50% 41.20% 39.80% 41.30% 36.40% Age Age % 28.00% 31.90% 29.60% 33.40% Age % 28.80% 28.90% 29.10% 32.10% Age % 43.10% 39.20% 41.30% 34.40% Race/Ethnicity White 81.90% 84.50% 77.60% 83.00% 86.00% Black/African-American 11.20% 10.20% 16.40% 11.70% 8.50% Other 6.90% 5.30% 6.00% 5.30% 5.50% Spanish/Hispanic origin 23.20% 11.50% 13.90% 10.90% 9.10% HH Income Under $25, % 10.70% 11.50% 11.00% 8.70% $25,000 to $35, % 10.60% 11.40% 11.10% 8.90% $35,000 to $50, % 18.00% 18.20% 18.30% 16.50% $50,000 to $75, % 18.20% 17.70% 18.40% 18.60% Source: Sports Business Journal 2010 EXHIBIT 3.4: MLS AND PRO FRANCHISE TARGET MARKET AUDIENCES MLS Operating Structure Major League Soccer is structured as a single entity, Limited Liability Company. Under this structure, MLS owns and controls each franchise with owners, or operator-investors, purchasing stock shares in the league. Each operator-investor is entitled to operating profits from its respective franchise and a seat on the MLS Board of Governors. The operator-investors are responsible for day-to-day operations, ticket sales, selling local promotions and advertising, and hiring full-time team personnel. The MLS board provides broad oversight on team operations, procures and allocates players to individual clubs, and pursues nationwide sponsorships. JUNE

12 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS Under the single-entity structure, each franchise retains 67% of gate receipts, while other revenues, such as shirt sponsorships, net ancillary revenues, and local broadcast rights, are entirely retained by the franchise. In return for a 33% share of gate receipts, the MLS bears the cost of player salaries. In 2014, the league-wide salary cap is set at $3.1 million for each team, excluding designated players. Each franchise can acquire up to three designated players whose salaries exceed the maximum MLS player salary of $387,500. For instance, should a player be paid $5 million, the league pays $387,500 of his salary while the franchise assumes the remainder of the cost. Player payrolls for individual teams are shown below. Team 2013 Guaranteed Compensation Payroll New York Red Bulls $10,939,331 Seattle Sounders $10,482,954 LA Galaxy $9,911,659 Montreal Impact $5,718,958 FC Dallas $5,020,671 Vancouver Whitecaps $4,963,357 Chicago Fire $4,792,735 Toronto FC $4,349,637 Real Salt Lake $3,929,925 San Jose Earthquakes $3,819,589 Sporting Kansas City $3,776,311 Houston Dynamo $3,643,642 Philadelphia Union $3,642,001 Columbus Crew $3,633,031 Portland Timbers $3,553,532 New England Revolution $3,532,356 D.C. United $3,500,513 Colorado Rapids $3,220,268 Chivas USA $2,577,421 EXHIBIT 3.5: 2013 MLS PAYROLL MLS Television Broadcast Rights Major League Soccer has signed numerous television deals with major networks including FOX, NBC, and ESPN. In 2003, Fox and MLS had a television contract for an estimated $7 million per year. In 2007 the MLS signed another eight-year agreement, this time with ESPN and UniMas for Spanish broadcasts, for $8 million and $9 million per-year, respectively. As of 2014, FOX Sports and ESPN are negotiating a joint agreement with MLS for TV rights beginning in Initial estimates for the contract is an eight-year deal worth reportedly $70 million a year, nearly ten times the size of the television contract signed in BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

13 MARKET ANALYSIS MLS Attendance Levels (2009 to 2013) Average attendance levels for MLS matches increased from slightly over 16,000 per match in 2009 to nearly 19,000 in Much of this increase is attributable to the success of the Seattle Sounders, who play in CenturyLink Field, home to the NFL s Seattle Seahawks. When excluding Seattle, league attendance from 2009 to 2013 has increased from under 15,000 to nearly 17,500 attendees per match. By contrast, D.C. United s attendance has dipped from over 16,000 fans per match to under 14,000 over the same time period. Team Capacity Per Match Attendance Chicago Fire 20,000 14,689 15,814 14,274 16,409 15,228 Chivas USA 18,800 15,092 14,576 14,830 13,056 8,366 Colorado Rapids 18,086 12,331 13,329 14,838 15,175 15,440 Columbus Crew 20,145 14,477 14,642 12,185 14,379 16,080 FC Dallas 21,193 12,441 10,815 12,861 14,199 15,373 Houston Dynamo 22,000 17,047 17,310 17,694 21,015 19,923 LA Galaxy 27,000 20,416 21,437 23,335 23,136 22,152 *New England Revolution 20,000 13,732 12,987 13,222 14,001 14,844 New York Red Bulls 25,189 12,491 18,441 19,691 18,281 19,461 Montreal Impact 20, ,772 20,602 Philadelphia Union 18,500-19,254 18,258 18,053 17,867 Portland Timbers 20, ,827 20,438 20,674 Real Salt Lake 20,008 16,375 17,095 17,594 19,087 19,218 *San Jose Earthquakes 10,300 14,114 9,659 11,858 13,293 12,765 *Seattle Sounders 38,300 30,943 36,173 38,496 43,144 44,038 Sporting KC 18,467 10,053 10,287 17,810 19,404 19,709 Toronto FC 23,000 20,344 20,453 20,267 18,155 18,131 *[1] Vancouver Whitecaps 21, ,406 19,475 20,038 *D.C. united 19,467 16,088 14,532 15,211 13,846 13,646 League Average 16,039 16,818 18,026 19,082 18,884 [2] Adjusted Average 14,892 15,436 16,747 17,666 17,404 Source: Major League Soccer * Does not play in soccer specific facilities [1] Renov ated Stadium [2] Adjusted av erage does not include Seattle Sounders EXHIBIT 3.6: MLS ATTENDANCE HISTORY JUNE

14 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS D.C. United Attendance Paid attendance for D.C. United matches peaked in 2001 and again in 2007 with over 20,000 attendees per match both years. Attendance has dropped each year since 2008, except for In 2012 and 2013, the franchise experienced its lowest attendance levels in its history, with under 14,000 attendees per match both years. B&D examined the relationship between team performance (wins) and per match attendance. The correlation between the two variables is noticeable in that attendance generally increases after sustained periods of on-field success, but with a two-year time lag. D.C. United Attendance ( ) Attendance 22,000 20,000 18,000 16,000 14,000 12,000 10, Wins EXHIBIT 3.7: D.C. UNITED ATTENDANCE AND TEAM PERFORMANCE Prior to 2008, D.C. United averaged more paid attendees than the league-wide average in every year except for the league s inaugural year. The graph below highlights the stark contrast between D.C. United s attendance trends in comparison to the league. For the last two years, league-wide attendance has outpaced D.C. United attendance by roughly 6,000 attendees per match. 22,000 20,000 D.C. United Attendance vs. MLS Attendance 18,000 16,000 14,000 12,000 10,000 DC United MLS EXHIBIT 3.8: D.C. UNITED VS MLS ATTENDANCE TREND 3. 8 BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

15 MARKET ANALYSIS The construction of soccer-specific stadiums and increased attendance levels at MLS competitions appears to be strongly correlated. Prior to construction of any soccer-specific venues, average attendance for MLS competitions was just over 14,300 paid attendees per match in In 2007, with introduction of the fifth soccer specific venue in Denver, attendance was at nearly 16,500 spectators per game. In 2013, there are 14 soccer-specific venues and attendance is nearly at 19,000 fans per game. While other factors certainly contribute to increasing MLS attendance, the build-out of soccer specific stadiums is undoubtedly one of the primary contributing factors. Attendance and Stadium Development Relationship Attendance 20,000 17,500 15,000 12,500 10, MLS Attendance Soccer-Specific Stadiums EXHIBIT 3.9: MLS ATTENDANCE IN RELATION TO SOCCER- SPECIFIC STADIUM DEVELOPMENT JUNE

16 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS COMPARABLE MARKET ANALYSIS INTRODUCTION This market analysis compares D.C. United with select MLS markets throughout the United States. Because the proposed multi-use stadium will be anchored by an MLS franchise, it is critical that markets with MLS franchises most closely resembling the local market are accurately identified. Ultimately, the comparable market analysis is to inform attendance assumptions and associated financial outcomes. METHODOLOGY Utilizing primary and secondary sources, B&D completed a series of related exercises to gain an understanding of the size and strength of the D.C. market. Markets in this exercise are defined by Metropolitan Statistical Area (MSA). According to the federal government s Office of Management and Budget, an MSA is defined as a densely populated area having a high degree of social and economic integration. This federally standardized geographic definition of markets is the basis by which common economic and demographic data are collected. The analysis considers standard indicators, including current and future population characteristics, market wealth, age characteristics, consumer spending patterns, and business establishments. Market Identification Comparable markets to Washington, D.C. were selected on the basis of MSA population. For the purpose of this analysis, a comparable market must also have an MLS franchise. Respective attendance levels from peer MLS markets are utilized to evaluate attendance levels as a function of market size. As shown in the table on the following page, the seven MSAs with MLS franchises considered most comparable to the local market are Chicago, Dallas, Houston, Philadelphia, Boston, Seattle, and Denver. New York and Los Angeles, with two franchises each and larger populations, were determined not to be comparable BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

17 MARKET ANALYSIS # Geographic area Market Population MLS Market 1 New York-Newark-Jersey City, NY-NJ-PA 19,831,858 2 Los Angeles-Long Beach-Anaheim, CA 13,052,921 3 Chicago-Naperville-Elgin, IL-IN-WI 9,522,434 4 Dallas-Fort Worth-Arlington, TX 6,700,991 5 Houston-The Woodlands-Sugar Land, TX 6,177,035 6 Philadelphia-Camden-Wilmington, PA-NJ-DE-MD 6,018,800 7 Washington-Arlington-Alexandria, DC-VA-MD-WV 5,860,342 8 Miami-Fort Lauderdale-West Palm Beach, FL 5,762,717 9 Atlanta-Sandy Springs-Roswell, GA 5,457, Boston-Cambridge-Newton, MA-NH 4,640, San Francisco-Oakland-Hayward, CA 4,455, Riverside-San Bernardino-Ontario, CA 4,350, Phoenix-Mesa-Scottsdale, AZ 4,329, Detroit-Warren-Dearborn, MI 4,292, Seattle-Tacoma-Bellevue, WA 3,552, Minneapolis-St. Paul-Bloomington, MN-WI 3,422, San Diego-Carlsbad, CA 3,177, Tampa-St. Petersburg-Clearwater, FL 2,842, St. Louis, MO-IL 2,795, Baltimore-Columbia-Towson, MD 2,753, Denver-Aurora-Lakewood, CO 2,645, Pittsburgh, PA 2,360, Charlotte-Concord-Gastonia, NC-SC 2,296, Portland-Vancouver-Hillsboro, OR-WA 2,289, San Antonio-New Braunfels, TX 2,234,003 Source: US Census Bureau estimates of MSA size may differ due to one y ear difference EXHIBIT 3.10: COMPARABLE MARKET IDENTIFICATION Demographic and Economic Indicators Analysis The local market s population, retail sales, and household income levels were compared to the seven selected MLS markets. As seen in Exhibit 3.11, Washington, D.C. offers a similar population in comparison to the set but greatly outpaces the set averages in both retail sales and median household income levels. Further, the local market s median household income level is $20,000 greater than the next highest MSA. Each category is a broad measurement of market size, economic activity, and wealth. JUNE

18 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS Market Population (2013) Retail Sales (2013) Median HH Income (2013) Chicago, IL 9,597,822 $91,400,000,000 $61,150 Dallas, TX 6,754,738 $60,900,000,000 $58,717 Houston, TX 6,316,123 $55,600,000,000 $58,361 Philadelphia, PA 5,996,840 $60,300,000,000 $61,979 Boston, MA 4,542,413 $51,900,000,000 $72,148 Seattle, WA 3,560,502 $37,600,000,000 $67,422 Denver, CO 2,628,953 $26,800,000,000 $62,485 Comparable Average 5,628,199 $54,929,000,000 $63,180 Washington, DC 5,803,606 $71,900,000,000 $92,608 Source: SitesUSA 2013 EXHIBIT 3.11 : COMPARABLE MARKET MEASUREMENTS Population Characteristics The local market is projected to realize a net population gain of approximately 325,000 from 2013 to Comparable markets are expected to add an average of 255,000 people over the same timeframe. The annual growth rate for the comparable market set averages.9% annually, led by Houston and Dallas at 1.6% and 1.3%, respectively. Market Population (2013) Projected Population (2018) Projected Net Growth Compound Growth Rate Chicago, IL 9,597,822 9,834, , % Dallas, TX 6,754,738 7,202, , % Houston, TX 6,316,123 6,831, , % Philadelphia, PA 5,996,840 6,170, , % Boston, MA 4,542,413 4,657, , % Seattle, WA 3,560,502 3,731, , % Denver, CO 2,628,953 2,755, , % Comparable Average 5,628,199 5,883, , % Washington, DC 5,803,606 6,128, , % Source: SitesUSA 2013 EXHIBIT 3.12 : COMPARABLE MARKET POPULATION GROWTH Market competition from the four other prominent professional sports leagues (NFL, MLB, NHL, and NBA) must also be considered to understand reasons behind D.C. United s attendance levels. Exhibit 3.13 shows that for each comparable market there is on average 1.15 million people for BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

19 MARKET ANALYSIS each professional sports franchise. Washington, D.C., by comparison, has a nearly identical ratio of 1.16 million people per franchise, which implies that Washington, D.C. is not oversaturated with professional sports entertainment options. 2,000,000 MSA Population per Franchise 1,600,000 1,200, , ,000 EXHIBIT 3.13 : PROFESSIONAL SPORTS FRANCHISE SATURATION Household Income & Makeup The Washington, D.C. market has a median household income measurement that is significantly greater than the set. However, according to the U.S. Census Bureau, the local market is 40% more expensive to live in than the average U.S. city. When median household income is adjusted for this factor, the adjusted median household income level for D.C. is $66,000. Conversely, Houston s and Dallas s costs of living are under the national average of 100, which improves their household income levels. Still, after adjusting each median household income level for cost of living, D.C. has the greatest adjusted household income level in the set. Market Median HH Income (2013) Cost of Living Index Adjusted HH Income Chicago, IL $61, $52,310 Dallas, TX $58, $63,892 Houston, TX $58, $63,298 Philadelphia, PA $61, $48,995 Boston, MA $72, $54,451 Seattle, WA $67, $55,537 Denver, CO $62, $60,547 Comparable Average $63, $56,368 Washington, DC $92, $66,101 Source: SitesUSA 2013, US Census Bureau EXHIBIT 3.14 : COMPARABLE MARKET HOUSEHOLD INCOME JUNE

20 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS Households in each market are divided into four income brackets: those with incomes of $49,999 and less, $50,000 to $99,999, $100,000 to $149,999, and $150,000 and above. A significantly higher portion of households in the local market are concentrated in income brackets of $100,000 and above, which are represented by the dark shading in Exhibit 3.15 below. This table does not account for the cost of living adjustment, but is nonetheless instructive in showing D.C. s considerable household wealth. All data for this analysis is provided by SitesUSA Household Income Stratification Washington, DC 18.4% 28.1% Denver, CO Seattle, WA Boston, MA Philadelphia, PA 14.7% 16.0% 16.3% 14.5% 14.3% 15.4% 20.4% 15.5% $49,999 and Under $50,000 to $99,999 $100,000 to $149,999 Houston, TX Dallas, TX 13.1% 13.5% 14.1% 13.1% $150,000 and Above Chicago, IL 14.2% 14.2% 0.00% 20.00% 40.00% 60.00% 80.00% % EXHIBIT 3.15 : COMPARABLE MARKET INCOME DISTRIBUTION Washington, D.C. has a slightly higher number of total households than the comparable market set. Average household size and median age for the local market are nearly identical to the comparable set averages. Market Households Average HH Size Median Age Chicago, IL 3,549, Dallas, TX 2,448, Houston, TX 2,208, Philadelphia, PA 2,309, Boston, MA 1,792, Seattle, WA 1,408, Denver, CO 1,037, Comparable Average 2,107, Washington, DC 2,172, Source: SitesUSA 2013 EXHIBIT 3.16 : COMPARABLE MARKET HOUSEHOLD SIZES BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

21 MARKET ANALYSIS Economic Activity & Business Climate Retail sales are a broad, yet instructive measure of economic activity in a market. In 2013, Washington D.C. had total retail sales of $71.9 billion, lagging only Chicago with $91.4 billion. In comparison, the set s average was slightly under $60 billion. On a per capita basis, retail sales are significantly higher than the comparable markets examined Retail Sales ( in millions) by Market Washington, DC $71,900 Denver, CO $26,800 Seattle, WA $37,600 Boston, MA $51,900 Philadelphia, PA Houston, TX Dallas, TX $60,300 $55,600 $60,900 Chicago, IL $91,400 $20,000 $40,000 $60,000 $80,000 $100,000 EXHIBIT 3.17 : COMPARABLE MARKET RETAIL SALES Washington, D.C. ranks third among the comparable set by number of total business establishments. Chicago s 236,000 businesses are nearly 90,000 more than the next closest market. Washington D.C. ranks between second and fourth across all six categories of businesses classified by number of employees. The distribution of business establishments suggests aggregate advertising revenue will be commensurate with peer market revenues. Market [1] Business Establishments Business Establishments by Employees ,000 + Chicago, IL 236, ,770 7,170 4,355 1, Dallas, TX 141, ,894 4,943 2, Houston, TX 123, ,887 4,296 2, Philadelphia, PA 143, ,433 4,489 2, Boston, MA 121, ,342 3,940 2, Seattle, WA 95,613 90,968 2,603 1, Denver, CO 73,419 69,676 2,110 1, Comparable Average 133, ,216 4,222 2, Washington, DC 140, ,061 4,838 2, Rank 4th 3rd 3rd 3rd 3rd 4th 2nd Source: United States Census Bureau MSA Business Patterns (NAICS) EXHIBIT 3.18 : BUSINESS ESTABLISHMENTS BY EMPLOYEES JUNE

22 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS Market Capture Analysis The comparable market set, when excluding Seattle, averaged slightly over 14,000 fans per match in 2009 and nearly 16,500 in 2013, almost a 20% increase. While Seattle is excluded from the set due to the capacity of CenturyLink Field (38,300), its attendance is illustrative of the growing support for and awareness of MLS. After Seattle, Houston and Philadelphia have the greatest attendance levels, with each home match attracting over 18,000 paid attendees. Team Capacity Paid Attendance per Match Chicago Fire 20,000 14,689 15,814 14,274 16,409 15,228 15,283 FC Dallas 21,193 12,441 10,815 12,861 14,199 15,373 13,138 Houston Dynamo 22,000 17,047 17,310 17,694 21,015 19,923 18,598 Philadelphia Union 18,500-19,254 18,258 18,053 17,867 18,358 New England Revolution 20,000 13,732 12,987 13,222 14,001 14,844 13,757 Seattle Sounders 38,300 30,943 36,173 38,496 43,144 44,038 38,559 Colorado Rapids 18,086 12,331 13,329 14,838 15,175 15,440 14,223 [1] Adjusted Average 14,048 14,918 15,191 16,475 16,446 D.C. United 19,467 16,088 14,532 15,211 13,846 13,646 14,665 Source: Major League Soccer [1] Seattle Sounders are not included EXHIBIT 3.19: ATTENDANCE PER MATCH 2009 TO 2013 Average Using demographic and attendance data for each comparable market, B&D completed a market capture analysis to inform attendance levels for D.C. United in a new stadium. Each team s annual attendance from 2009 to 2013 was translated into a percentage of the MSA population. When the comparable set capture percentage of 5.09% is applied to the D.C. market, the projected attendance for D.C. United is nearly 17,400 per match. This analysis is independent of household wealth characteristics, which suggest attendance would be even greater on a per match basis BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

23 MARKET ANALYSIS Market Population (2013) Per Match Attendance (2009 to 2013) Season Average Attendance (17 Matches) Catpure Ratio Chicago, IL 9,597,822 15, , % Dallas, TX 6,754,738 13, , % Houston, TX 6,316,123 18, , % Philadelphia, PA 5,996,840 18, , % Boston, MA 4,542,413 13, , % Seattle, WA 3,560,502 38, , % Denver, CO 2,628,953 14, , % [1] Adjusted Average 5,628,199 15, , % Washington/D.C. United 5,803,606 14, , % Implied Attendance 17, ,682 Source: SitesUSA 2013, Major League Soccer [1] Seattle Sounders are not included EXHIBIT 3.20 : CAPTURE ANALYSIS BY POPULATION A second capture analysis is performed by translating the number of households with income of $50,000 and greater into attendance. From 2009 to 2013, the comparable market set had an attendance capture ratio of 23% for each household with an income level of $50,000 and greater. These households are utilized because they have greater discretionary income available for entertainment expenditures. When this ratio is applied to the D.C. market, anticipated attendance levels reach nearly 22,000 paid attendees per match, further illustrating Washington D.C. s comparative market strength. Market HH with Income of $50,000 and Greater Per Match Attendance (2009 to 2013) Season Average Attendance (17 Matches) Catpure Ratio Chicago, IL 2,058,559 15, , % Dallas, TX 1,392,981 13, , % Houston, TX 1,238,893 18, , % Philadelphia, PA 1,348,716 18, , % Boston, MA 1,161,642 13, , % Seattle, WA 884,749 38, , % Denver, CO 611,897 14, , % [1] Adjusted Average 1,242,491 15, , % Washington/D.C. United 1,610,157 14, , % Implied Attendance 21, ,546 Source: SitesUSA 2013, Major League Soccer [1] Adjusted av erage does not include Seattle EXHIBIT 3.21 : CAPTURE ANALYSIS BY HH INCOME JUNE

24 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS CASE STUDIES B&D compiled nine case studies to: determine current trends associated with stadiums designed for MLS tenants, identify funding participation trends, understand premium seating offerings, and inform a projected D for a new stadium. All premium seating quantities and prices contained herein are for the 2014 MLS season unless otherwise noted. Of the nine stadiums analyzed, eight were recently completed and one is under construction. Toyota Stadium Opened in 2005, Toyota Stadium is home to FC Dallas of the MLS. The stadium construction cost was $80 million, while the entire complex, which also includes an amateur multi-purpose field complex, cost approximately $106 million. Toyota Stadium is owned in partnership by Hunt Sports Group, City of Frisco, Frisco Independent School District (FISD), and Collin County. The stadium facility contains over 21,000 seats and is operated by Dallas Soccer LP. Public funds made up $55 million of the $80 million development, while the remaining costs were contributed by the MLS franchise. The franchise pays $100,000 per year to lease the stadium and retains all revenue from stadium events. Toyota Stadium features 17 tournament-grade fields, a team shop, and FC Dallas training facilities on 145 acres. Suite prices range from $40,800 to $90,000 and can be leased for a three-, five-, or seven-year period. Also included in the premium seating program are 16 loge boxes, priced at $5,850, and 1,500 club seats that range from $1,062 to $2,880. Toyota Stadium Owner: City of Frisco Operator: Dallas Soccer LP Capacity: 21,193 Opened: 2005 Square Footage: - Project Cost: $106,000,000 Public Share: $55,000,000 (52%) Private Share: $51,000,000 (48%) Suites: 18 Suite Price: $40,800 to $90,000 Loge Boxes: 16 Loge Box Price: $5,850 Club Seats: 1,500 Club Seat Price: $1,062 to $2,880 Outside Events (2013): 7 Source: Interv iew s w ith staff, B&D Database EXHIBIT 3.22 : TOYOTA STADIUM OVERVIEW Aside from FC Dallas matches, the stadium hosts rugby, football, and amateur soccer contests. In 2013, Toyota Stadium hosted the Breakaway Music Festival and Edgiest XXIII, an annual rock concert that has been coming to the Dallas MSA for over 20 years BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

25 MARKET ANALYSIS BBVA Compass Stadium BBVA Compass Stadium is a 22,000-seat stadium that is home to the Houston Dynamo of the MLS. Project cost for the development was $95 million; $60 million for stadium construction, $15 million for land acquisition, and $20 million for infrastructure improvements. The facility is owned by Harris County and operated by Anschutz Entertainment Group (AEG). Tax increment financing was utilized to provide a large portion of the $35 million in public funding, while the remaining funds were contributed by AEG. The 340,000 square foot stadium features a wide concourse that allows easy access to upper and lower deck seating areas, an open-air design, and a team store. The premium seating program consists of 31 suites with three-, five-, and seven-year lease options for between $55,000 and $65,000. Also included are 900 club seats, which can be purchased from $1,700 to $3,200, while the exclusive President s Club seats cost $3,500 and includes all Dynamo home games and a maximum of 10 outside events. BBVA Compass Stadium Owner: Harris County - Houston Sports Authority Operator: AEG Capacity: 22,000 Opened: 2012 Square Footage: 340,000 Project Cost: $95,000,000 Public Share: $35,000,000 (37%) Private Share: $60,000,000 (63%) Suites: 31 Suite Price: $55,000 to $65,000 Loge Boxes: - Loge Box Price: - Club Seats: 1,100 Club Seat Price: $1,700 to $3,200 Outside Events (2013): 15 Source: Interv iew s w ith staff, B&D Database EXHIBIT 3.23: BBVA COMPASS STADIUM OVERVIEW In addition to the Houston Dynamo, the facility is the primary location for the Texas Southern University football program and the Houston DASH, a professional women s soccer league franchise. In 2013, BBVA Compass Stadium also hosted an international rugby match between the U.S. Men s National Rugby Team and the Scottish Rugby Union. JUNE

26 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS PPL Park PPL Park is home to the Philadelphia Union of the MLS. Opened in 2010, the facility is owned by the Delaware County Waterfront Improvement Agency and operated by Keystone Sports & Entertainment. The 18,500-seat facility was financed through a mix of public and private funds. Public funding for the project totaled $73 million; the Commonwealth of Pennsylvania provided $43 million in economic development bonds while Delaware County issued $30 million in bonds. The remainder of the funding package was completed by the MLS ownership group. PPL Park offers 30 luxury suites, which have a price range of $45,000 to $65,000. The stadium also offers 1,200 club seats at prices ranging from $1,650 to $2,500. Additional premium seating options are included on the field level. Options include traditional field level seats, which can be purchased individually for $2,070, field side tables that can be purchased in groups of four for $10,440, or a seat in manager s row for $4,590 per seat. PPL Park Owner: Delaware County Waterfront Improvement Operator: Keystone Sports & Ent. Capacity: 18,500 Opened: 2010 Square Footage: 400,000 Project Cost $122,000,000 Public Share: $73,000,000 (60%) Private Share: $49,000,000 (40%) Suites: 30 Suite Price: $45,000 to $65,000 Loge Boxes: - Loge Box Price: - Club Seats: 1,200 Club Seat Price: $1,650 to $2,500 Outside Events (2013): 4 Source: Interv iew s w ith staff, B&D Database EXHIBIT 3.24: PPLP OVERVIEW Aside from Philadelphia Union games, PPL Park will play host to the Atlantic Coast Conference Lacrosse Championship, the Collegiate Rugby Championship Sevens match, and a Road to Brazil match. The Road to Brazil program is an MLS-organized event designed to serve as preparation for the 2014 World Cup BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

27 MARKET ANALYSIS Red Bull Arena Red Bull Arena, Harrison, New Jersey, is home to the New York Red Bulls of the MLS. The 380,000 sq. ft., 25,000-seat stadium is owned and operated by the franchise s owner, Red Bull GmbH. The project cost for the development of Red Bull Arena was an estimated $200 million, though final costs vary by source. The Town of Harrison issued $39 million in bonds while the Red Bulls financed the remainder of the development costs. The bonds issued by Harrison are backed by full faith and credit pledges from both Hudson County and the town. Both entities were expecting to fund the venue with increases in property and sales tax revenues from private investment and ancillary development proximate to the venue. As of 2014, however, limited development has taken place and the Town of Harrison in particular is experiencing significant financial difficulty. Red Bull Arena Owner: Red Bull GmbH Operator: Red Bull GmbH Capacity: 25,000 Opened: 2010 Square Footage: 380,000 Project Cost: $200,000,000 Public Share: $40,000,000 (25%) Private Share: $160,000,000 (80%) Suites: 30 Suite Price: $150,000 and greater Loge Boxes: - Loge Box Price: - Club Seats: 1,116 Club Seat Price: $2,000 to $3,000 Outside Events (2014): - Source: Interv iew s w ith staff, B&D Database EXHIBIT 3.25: RED BULL ARENA OVERVIEW Red Bull Arena offers 30 luxury suites, all of which are priced at $150,000 or more. The lease price includes tickets to all events held at the arena, in-suite food and beverages, and non-event day access to the suite for private events. The 1,116 club seats are offered for between $2,000 and $3,000 per season. In contrast to luxury suites, which contain access to all events, club seat leaseholders possess first right of refusal to purchase tickets to outside events. JUNE

28 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS Dick s Sporting Goods Park Dick s Sporting Goods Park is an 18,000-seat venue located in the Denver suburb of Commerce City. The venue is owned by Commerce City and operated by Kroenke Sports Enterprises, the owner of the facility s primary tenant, the Colorado Rapids. The facility was completed in 2007 at a cost of $131 million. The cost includes the stadium, a 24-field sports complex, and infrastructure improvements. Funding for the project was provided by Commerce City and Kroenke Sports Enterprises, with each entity sharing half the cost. The stadium offers 20 suites with between 16 and 20 seats per suite. The price points are $28,000 for a 16- seat suite, $30,000 for an 18-seat suite, and $32,000 for a 20-seat suite. Prices include a $400 catering credit, four VIP parking passes, and four stadium room only tickets. Single-game suites are rented for $1,600 to $2,000 per suite. Though club seats were not originally included in the facility program, there are approximately 190 Summit and Front Range Club seats available for purchase for a price of $2,975. The club was developed by converting four under-utilized suites into one large club. DSG Park Owner: Commerce City, CO Operator: Kroenke Sports Capacity: 18,086 Opened: 2007 Square Footage: - Project Cost: $131,000,000 Public Share: $65,500,000(50%) Private Share: $65,500,000 (50%) Suites: 20 Suite Price: $28,000 to $32,000 Loge Boxes: - Loge Box Price: - Club Seats: 190 Club Seat Price: $2,975 Outside Events (2013): 22 Source: Interv iew s w ith staff, B&D Database EXHIBIT 3.26 : DSGP OVERVIEW In addition to the Colorado Rapids MLS matches, the park hosts several outside events each year. The band Phish stages an annual three-day music festival, and in 2013 the facility hosted the Dave Matthews Band for two days. The stadium also hosts large rugby competitions, and United States Men s and Women s National Team soccer exhibitions and qualifying matches BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

29 MARKET ANALYSIS Rio Tinto Stadium Rio Tinto Stadium is home to the Real Salt Lake of the MLS. Opened in 2008, the facility is owned and operated by the Real Salt Lake MLS franchise. The stadium was funded with $72.5 million in private funds from the franchise, $35 million in transit room occupancy taxes, and $10 million from the Sandy City Redevelopment Agency. In total, the team contributed slightly over 60% of funds for the project. The premium seating options at Rio Stadium include luxury suites, club seats, and an exclusive field level lounge modeled after European Premier League venues. Suite prices are below those at other MLS stadiums, with prices ranging from $25,000 to $55,000. The stadium also offers ledge boxes similar to a traditional loge box, for $15,000 per box. While a traditional club seat costs $1,500, access to the exclusive 100 Lions Club a 96-seat field-level club, costs $7,500 and seats are sold in pairs. Rio Tinto Stadium Owner: Real Salt Lake Operator: Real Salt Lake Capacity: 20,213 Opened: 2008 Square Footage: - Project Cost: $117,500,000 Public Share: $45,000,000 (38%) Private Share: $72,500,000 (62%) Suites: 32 Suite Price: $30,000 to $60,000 Loge Box Seats: 128 Loge Box Price: $15,000 Club Seats: 1,000 Club Seat Price: $1,500 to $7,500 Exclusive Club: 96 Seats at $7,500 Outisde Events (2013): 3 Source: Interv iew s w ith staff, B&D Database EXHIBIT 3.27 : RIO TINTO STADIUM OVERVIEW The stadium is equipped to support a variety of entertainment and sporting events, including concerts, rugby, lacrosse, and football at the university and professional levels. The facility can be expanded to 25,000 to accommodate large concerts. JUNE

30 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS Toyota Park Opened in 2006, Toyota Park is home to the Chicago Fire MLS franchise. Toyota Park had a project cost of $98 million and was funded entirely by the Village of Bridgeview. The village, which has a population of just over 15,000 people according to the U.S. Census Bureau, financed the private stadium through a general obligation debt issuance. The debt issuance was scheduled to be re-paid through revenue sharing with the Chicago Fire and net proceeds from outside events at the stadium. In recent years, both streams have combined to deliver only $2 to $3 million to service the $8 million annual debt. The gap forced the village to triple its local property tax millage rates. The stadium offers 34 luxury suites that are priced at between $20,000 and $50,000 per season or $1,600 per individual game. The facility also offers 1,100 club seats for between $4,500 and $5,000 annually. In 2013, the Fire introduced the Second Star Club, an exclusive, field-level seating area. Membership is limited to the first 160 supporters at $6,500 annually. Each membership allows access to all Toyota Park events. Toyota Park Owner: Village of Bridgeview Operator: AEG Capacity: 20,000 Opened: 2006 Square Footage: 375,100 Project Cost: $98,000,000 Public Share: $98,000,000 (100%) Private Share: - Suites: 34 Suite Price: $20,000 to $50,0000 Loge Boxes: - Loge Box Price: - Club Seats: 1,100 Club Seat Price: $4,500 to $5,000 Exclusive Club: 160 Seats at $6,500 Outside Events (2013): 17 Source: Interv iew s w ith staff, B&D Database EXHIBIT 3.28: TOYOTA PARK OVERVIEW In 2013, the park held two summer music festivals: Throttle Fest, a four-day music festival featuring rock music acts, and the one-day Americanarama Festival of Music. The facility also held a four-day food festival that included rock, country, and blues bands, along with a carnival for children BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

31 MARKET ANALYSIS Sporting Park Opened in 2011, Sporting Park has a capacity of 18,467 and is home to the Sporting KC franchise of Major League Soccer. The facility is owned by Kansas Unified Development, LLC, a partnership created between the Sporting KC franchise owner and Lane4 property development group. The 342,000 square foot facility cost $200 million and was financed as part of a $400 million development plan, which also includes the development of office space and youth soccer fields. The public sector contributed $160 million in funds, backed by sales tax revenue (STAR) bonds. The 20-year bonds are secured by sales tax and tourist tax revenues generated from the Village West entertainment and retail district. Sporting Park includes five separate clubs for both general admission and premium seating patrons. The facility includes 36 luxury suites that are all leased on a long-term basis, 1,000 traditional club seats, and 400 field level seats that also have access to club lounges. Club seats start at $1,600 and field-level seats cost $3,500. Sporting Park Owner: Kansas Unified Development, LLC Operator: Global Spectrum Capacity: 18,467 Opened: 2011 Square Footage: 342,105 Project Cost: $200,000,000 Public Share: $160,000,000 (80%) Private Share: $40,000,000 (20%) Suites: 36 Suite Price: $64,000 to $90,0000 Loge Boxes: - Loge Box Price: - Club Seats: 1,400 Club Seat Price: $1,600 to $3,500 Outside Events (2013): 4 Source: Internet research, B&D Database EXHIBIT 3.29: SPORTING PARK OVERVIEW The park is equipped to support a variety of entertainment and sporting events. The majority of these events are concerts and university-level sports. In the past, the stadium has hosted Farm Aid 2011 and the annual Buzz Beach Ball alternative rock festival. JUNE

32 BUZZARD POINT STADIUM MARKET, ECONOMIC & FISCAL BENEFITS ANALYSIS San Jose Earthquakes Stadium The 18,000-seat San Jose Earthquakes Stadium is scheduled to open in 2015, and will be owned by the City of San Jose and operated by the MLS franchise. The anticipated cost of stadium construction is $60 million, financed entirely by the Earthquakes ownership group. Originally scheduled to open in 2014, the opening has been delayed until 2015 due to unforeseen site conditions, namely large, underground concrete vaults. Earthquakes Stadium will have 16 luxury suites when completed. The facility was originally planned to have 12 suites, but due to high demand the design was expanded to include four additional patio suites and 576 field-level club seats. The 23-person patio suites are being offered for $40,000 on a three-year term, while the original 12 luxury suites are offered on a five-year lease term for $70,000. As of March 2014, the 12 original suites and 576 club seats, priced between $1,800 and $2,500, are entirely sold out. Earthquakes Stadium Owner: City of San Jose Operator: Earthquakes Soccer LLC Capacity: 18,000 Opened: 2015 Square Footage: - Project Cost: $60,000,000 Public Share: - Private Share: $60,000,000 (100%) Suites: 16 Suite Price: $40,000 to $70,000 Loge Boxes: - Loge Box Price: - Club Seats: 576 Club Seat Price: $1,800 to $2,500 Outside Events (2013): - Source: Internet research, B&D Database EXHIBIT 3.30: EARTHQUAKES STADIUM The agreement between Earthquakes Soccer, LLC, and the City of San Jose stipulates that Earthquake Stadium cannot host concerts for the first three years of operation. All outside events will be sporting events and can include international and amateur soccer matches, among other competitions. Though Major League Soccer requires each franchise to remit 33% of gate receipts to the league, all revenue from non-mls competitions is retained by the local franchise BRAILSFORD & DUNLAVEY INSPIRE. EMPOWER. ADVANCE.

33 MARKET ANALYSIS Case Studies Summary Case study facilities have an average capacity of over 20,000 seats, 367,000 square feet, and a project cost of $123 million. Project costs include not only stadium construction, but items such infrastructure improvements, site work, and in some cases, the development of ancillary tournament fields. A benchmark analysis of costs specific to stadium development is provided in the financial analysis of this report. Team Year Opened Capacity Square Feet Project Cost Toyota Stadium ,193 - $106,000,000 BBVA Compass Stadium , ,000 $80,000,000 PPL Park , ,000 $122,000,000 Red Bull Arena , ,000 $200,000,000 Rio Tinto Stadium ,213 - $117,500,000 Toyota Park , ,100 $98,000,000 DSG Park ,086 - $131,000,000 Sporting Park , ,105 $200,000,000 Earthquakes Stadium ,000 - $60,000,000 Average 20, ,441 $123,833,333 Source: Internet research, B&D database Note: Project costs are not inflated or adjusted to locational cost factors EXHIBIT 3.31: CASE STUDY PHYSICAL CHARACTERISTICS Funding participation for the nine venues selected for analysis is split nearly equally between private and public sectors. One project, Toyota Park in Bridgeview, was entirely publicly funded while Earthquakes Stadium was entirely privately funded. Funding participation for the five soccer-specific venues in the comparable set averaged 60% public funds and 40% private funds. Funding Participation (Private vs. Public) Earthquakes Stadium Sporting Park DSG Park Toyota Park Rio Tinto Stadium Red Bull Arena PPL Park BBVA Compass Stadium Toyota Stadium 20% 50% 38% 60% 44% 52% 80% 100% 100% 80% 50% 62% 40% 56% 48% 20% Public Private 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% EXHIBIT 3.32 : CASE STUDY FUNDING PARTICIPATION JUNE

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