SOUTHWEST WATERFRONT REDEVELOPMENT

STAGE 2 PUD – PHASE I

HOFFMAN-STRUEVER WATERFRONT, L.L.C.

APPLICATION TO THE D.C. ZONING COMMISSION FOR A SECOND STAGE PLANNED UNIT DEVELOPMENT

STATEMENT OF THE APPLICANT

February 3, 2012

Submitted by:

HOLLAND & KNIGHT LLP 2099 Pennsylvania Ave., N.W., Suite 100 Washington, D.C. 20006 (202) 955-3000 Norman M. Glasgow, Jr. Mary Carolyn Brown Counsel for the ApplicantZONING COMMISSION District of Columbia ZONING COMMISSION Case No. 11-03A District of Columbia CASE NO.11-03A 2 EXHIBIT NO.2

TABLE OF CONTENTS

Page

PREFACE ...... iii DEVELOPMENT TEAM ...... v LIST OF EXHIBITS ...... viii I. INTRODUCTION ...... 1 A. Overview ...... 1 B. The Applicant and Development Team ...... 2 II. APPROVED STAGE 1 PUD DEVELOPMENT PARAMETER ...... 4 III. PROPOSED VERTICAL DEVELOPMENT...... 5 A. Overview of the Project Design Intent ...... 5 B. Parcel 2: Residential, Theater, Retail and Co-Generation Plant ...... 6 C. Parcel 3: Office and Hotel ...... 9 1. Parcel 3A: Commercial Office Building with Ground Floor Retail...... 9 2. Parcel 3B: Intercontinental Hotel with Ground Floor Retail ...... 11 D. Parcel 4: Residential Building with Ground Floor Retail ...... 15 E. Parcel 11: St. Augustine’s Church and Residential Building ...... 17 1. Residential Building ...... 17 2. Church Building ...... 18 IV. OPEN SPACES AND PIER FACILITIES ...... 19 A. Open Spaces and Thoroughfares ...... 19 1. Overview ...... 19 2. The Wharf ...... 19 3. ...... 21 4. District Pier ...... 23 5. The Mews ...... 24 6. 7th Street Park ...... 25 7. Waterfront Park ...... 26 B. Pier Facilities and Waterside Development ...... 29 1. Transit Pier ...... 29 2. District Pier ...... 30 3. 7th Street Pier ...... 30 4. Capital Yacht Club and Marina ...... 31 5. Market Docks ...... 31 ZONING COMMISSION 6. Wharf Kiosks ...... District of Columbia ...... 32

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C. Parking and Loading Facilities ...... 32 V. TABULATION OF DEVELOPMENT DATA ...... 34 VI. FLEXIBILITY UNDER PUD GUIDELINES ...... 34 A. Overview ...... 34 B. Loading ...... 34 C. Lot Occupancy ...... 36 D. Roof Structures ...... 36 E. Other Minor Flexibility ...... 36 VII. PUBLIC BENEFITS AND PROJECT AMENITIES ...... 37 A. Overview of Public Benefits and Amenities ...... 37 B. Affordable and Workforce Housing ...... 38 C. Sustainable (LEED) Development Objectives...... 43 D. Business Improvement District ...... 47 E. CBE and First Source Employment Opportunities ...... 47 VIII. TRANSPORTATION STUDY ...... 48 IX. CONCLUSION ...... 49

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PREFACE

This statement and the attached documents are submitted to the District of Columbia

Zoning Commission in support of a second-stage Planned Unit Development ("PUD") application for the redevelopment project in Washington, D.C. The project site is generally bounded by the of the Potomac River and Maine

Avenue, between 11th Street on the west to 6th Street on the east, all in Southwest

Washington. The Zoning Commission approved the Stage 1 PUD application for this project by order dated December 16, 2011, in Z.C. Case No. 11-03. This Stage 2 PUD application encompasses the portion of the project site known as Parcels 2, 3, 4, and 11, the Capital Yacht

Club, and the public open spaces known as the Wharf, the Transit Pier, the District Pier, the

Yacht Club Piazza, the Mews, Jazz Alley, 7th Street Park and Waterfront Park. Parcel 1 will also be improved with a temporary parking lot/event space. Subsequent Stage 2 applications will be filed for the remainder of the site over the next several years.

Hoffman-Struever Waterfront, L.L.C., doing business as Hoffman-Madison Waterfront

(“Hoffman-Madison”), is the master developer of the Southwest Waterfront project. Hoffman-

Madison has filed this Stage 2 PUD application on behalf of the District of Columbia through the

Deputy Mayor for Planning and Economic Development, the owner of all parcels of land within the entire PUD project area, except for Lots 83 and 814 in Square 473, also known as Parcel 11, which are owned by the Vestry of St. Augustine’s Church. This first Stage 2 PUD application encompasses Parcels 2, 3, 4, and 11, as well as a temporary parking lot on Parcel 1. The Stage 2

"vertical" development will include two mixed-income apartment houses (rental) built above a multi-purpose entertainment and cultural venue on Parcel 2; a co-generation power facility on ZONING COMMISSION District of Columbia

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Parcel 2 to service the PUD site from 7th Street to the Fish Market; an office building with

ground floor retail on north portion of Parcel 3, known as Parcel 3A; a hotel with ground floor

retail on Parcel 3B; a mixed-income rental apartment building and a market-rate condominium

building with ground floor retail on Parcel 4; a church and multi-family residential building on

Parcel 11; the Capital Yacht Club on the Wharf just below Parcels 3 and 4; the District Pier

Pavilion on the landside of the District Pier; the Dock Masters Building on the waterside of the

District Pier; the Transit Pier Pavilion on the Transit Pier, and flexible retail kiosks on the Wharf, and the Waterfront Park Pavilion in the Waterfront Park. The Stage 2 development will include approximately 1,552,253 square feet of gross floor area, or approximately 49 percent of the projected 3,165,000 million square feet of gross floor area approved in the entire PUD.

Approximately 777,173 square feet of gross floor area will be devoted to residential uses, with approximately 97,000 square feet of gross floor area set aside for low and moderate housing and 69,000 square feet of gross floor area set aside for workforce housing in this Stage 2 PUD application.

As set forth below, this statement and the attachments meet the filing requirements for

a second-stage PUD application under Chapter 24 of the District of Columbia Zoning

Regulations.

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DEVELOPMENT TEAM

Applicant & Master Developer Hoffman-Struever Waterfront, L.L.C. d/b/a Hoffman-Madison Waterfront c/o P.N. Hoffman, Inc. Suite 200 4725 , NW Washington, DC 20016

Property Owners District of Columbia Office of the Deputy Mayor for Planning and Economic Development 1350 Pennsylvania Ave., N.W., Suite 307 Washington, D.C. 20001

Vestry of St. Augustine's Church 600 M Street, S.W. Washington, D.C. 20024

Hotel Developer Carr Hospitality LLC 1455 NW Suite 100 Washington, DC 20004

Architect & Master Planner Perkins Eastman Architects, PC 2121 Ward Court, N.W., 6th Floor Washington, D.C. 20037

“Vertical” Building Architects:

Parcel 2 (Apartments) and Perkins Eastman Architects, PC Parcel 3A (Commercial Building 2121 Ward Court, N.W., 6th Floor Washington, D.C. 20037

Parcel 2 (Music Hall) Rockwell Architecture, Planning & Design, PC 5 Union Square West New York, NY 10003

Parcel 3B (Intercontinental BBG-BBGM Architects Hotel) 1825 K Street, N.W., Suite 300 Washington, D.C. 20006 ZONING COMMISSION District of Columbia

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Parcel 4 (Condominiums and Handel Architects, LLP Apartments 150 Varick Street, 8th Floor New York, NY 10013

Parcel 11 (Condominiums) SK&I Architectural Design Group 7735 Old Georgetown Road, Suite 1000 Bethesda, MD 20814

Parcel 11 (Church) MTFA Architecture, Inc. 2311 Wilson Boulevard, Suite 200 Arlington, VA 22201

Capital Yacht Club Cunningham Quill Architects 1054 31st Street, N.W., Suite 315 Washington, D.C. 20007

Landscape Architects:

Wharf Street, the Piazza, and Nelson Byrd Woltz, LLC Waterfront Park 480 Park Street Charlottesville, MA 22902

District Pier Perkins Easteman Architects, PC 2121 Ward Court, N.W., 6th Floor Washington, D.C. 20037

7th Street Park and Pier Michael Vergason Landscape Architects, Ltd. 1102 King Street, 2nd Floor Alexandria, VA 22314

Maine Avenue and Waterfront Lee and Associates Park 638 I Street, N.W. Washington, DC 20001

Marine Engineer Moffat & Nichol 2100 Lighthouse Point East, Suite 501 Baltimore, MD 21224

Civil Engineer and Surveyor A. Morton Thomas & Associates, Inc. 10 G Street, N.E., Suite 430 Washington, DC 20002

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Traffic and Transportation Gorove/Slade Associates, Inc. 1140 Connecticut Ave., N.W., Suite 700 Washington, DC 20036

Environmental and Sustainability Sustainable Design Consulting, LLC Consultants 1611 Connecticut Ave., N.W., Suite 200 Washington, DC 20009

Greening Urban, LLC 1421 Lombardy Alley Richmond, VA 23219

BicyclePASS 459 I Street, N.W. Washington, DC 20001

Structural Engineer SK&A/Thornton Tomasetti JV PLLC 2000 L Street, N.W., Suite 840 Washington, DC 20036

MEP Engineer Southwest Waterfront Engineering Group JV (Setty and Associates, Ltd. Syska Hennesy Group) 5185 MacArthur Boulevard, N.W., Suite 106 Washington, DC 20016

Retail Consultant Richy Works 6900 Oporto Drive Los Angeles, CA 90068

Land Use Counsel Holland & Knight LLP 2099 Pennsylvania Ave., N.W., Suite 100 Washington, DC 20006

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LIST OF EXHIBITS

Description Exhibit

Architectural Plans and Drawings, including A Detailed Landscaping and Grading Plan (submitted separately)

Z.C. Order No. 11-03 (Stage 1 PUD for SWW) B

Traffic Impact Study Scoping Memorandum C

Notice of Intent to File, Certificate of Service, and List D of Property Owners within 200 Feet of Project

Public Benefits Implementation Chart E

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I. INTRODUCTION

A. Overview

Hoffman-Struever Waterfront, L.L.C., submits this statement and the attached documents to the District of Columbia Zoning Commission in support of its application for a second stage PUD application for the Southwest Waterfront redevelopment project in

Washington, D.C. The Zoning Commission approved the preliminary planned unit development and related map amendments by order dated December 16, 2011, in Z.C. Case No. 11-03.

The Southwest Waterfront project is a public-private partnership between the District of

Columbia and Hoffman-Struever Waterfront, L.L.C., which entered into a land disposition

agreement ("LDA") for its development. The District of Columbia, as owner of all the property

in the PUD site except for Lots 83 and 814 in Square 473, the Vestry of St. Augustine's Church,

the owner of Lots 83 and 814 in Square 473, and Hoffman-Struever Waterfront, L.L.C, the

master developer selected by the City to implement the project, seek approval of a Second-

Stage Planned Unit Development (“PUD”) to fulfill the revitalization plan envisioned by the city

to reactivate the Southwest Waterfront. The project site fronts on the Washington Channel in

Southwest Washington and is generally bounded on the northwest by the Maine Avenue Fish

Market and Case Bridge (part of the highways comprising the 14th Street Bridge), Maine

Avenue to the northeast, Washington Channel to the southwest, and on the southeast by N

Street, S.W and 6th Street, S.W.

Pursuant to the Stage 1 PUD approval, the project will include approximately 3,165,000

square feet of gross floor area, or an aggregate floor area ratio of 3.87, which excludes the ZONING COMMISSION District of Columbia

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private streets in the project area. Proposed uses will include approximately 1,200 mixed- income and market rate residential units, with 160,000 square feet of the residential space set aside for households earning no more than 30 percent and 60 percent of the Washington area median income (“AMI”); no less than 400,000 square feet of office space; a luxury hotel with a total of approximately 185-250 guest rooms, and two additional hotels with approximately 400-

500 rooms; approximately 200,000 square feet devoted to retail uses; approximately 100,000 square feet devoted to cultural activities; and more than twelve acres of parks and open space on the land side. The riparian area will feature four public or public use piers, as well as 43,000 square feet of maritime-related commercial development and 50,000 square feet of pier townhouses.

This first Stage 2 PUD application proposes the development of six buildings on four different parcels. It will also encompass the creation of new public and open spaces known as the Wharf, The Transit Pier, the District Pier, the Piazza Mews, the Avenue Mews, the Pier

Mews, and Jazz Alley (collectively the “Mews”), the Piazza between parcels 3B and 4, the 7th

Street Park and Waterfront Park. Parcel 1 will also be improved with a temporary parking lot/event space. Subsequent Stage 2 applications will be filed for the remainder of the site over the next several years.

B. The Applicant and Development Team

As the master developer of the PUD project, Hoffman-Struever Waterfront, L.L.C., doing

business as Hoffman-Madison Waterfront, L.L.C. (“Hoffman-Madison”), is processing this

application on behalf of the Deputy Mayor's Office for Planning and Economic Development

and St. Augustine's Church. Hoffman-Madison brings together the talents and energy of P.N. ZONING COMMISSION District of Columbia

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Hoffman, Inc. and Madison Marquette, Inc., two of the most successful developers in the

District of Columbia and the Washington region. P.N. Hoffman has been developing upscale condominium residences and mixed-use properties in the Washington, D.C. area since 1993. Its projects include the planned unit developments Union Row at 14th and V Streets, N.W., Chase

Point and the Lofts at . P.N. Hoffman has joined forces with Madison

Marquette, a Washington-based retail developer that has distinguished itself by creating successful retail-oriented developments throughout the country to reflect the local community’s personality and culture. It is responsible for such projects as the Cityline at

Tenleytown, which transformed a former Sears Department Store and Art-Deco landmark into a mixed use residential and retail project featuring the city’s first Best Buy and Container Store.

The team also includes several District-based developers that add to the strengths of the

Hoffman and Madison Marquette. These firms include the District-based Certified Local, Small, and Disadvantaged Business Enterprises of E.R. Bacon Development, Paramount Development and Triden Development, as well as District-based CityPartners.

Carr Hospitality L.L.C., the developer of the Intercontinental Hotel on Parcel3B, is a privately held hotel investment advisory, development and asset management company based in Washington, D.C. It is part of the five-generation Carr family that has worked in the city’s local real estate industry. One of Carr’s most notable projects is the Willard Hotel and office complex, which includes the restored 332-room historic hotel, 250,000 square feet of premier office space, and the Occidental restaurant.

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II. APPROVED STAGE 1 PUD DEVELOPMENT PARAMETER

Under the Stage 1 PUD, the Zoning Commission approved the parameters for the development of the Southwest Waterfront, as shown on the architectural plans submitted to the record. The PUD order authorizes a landside density of 3.87 FAR, excluding private rights- of-way, with a combined gross floor area of approximately 3,165,000 square feet. Waterside uses may have a maximum potential density of 0.68 FAR, or 114,000 square feet of gross floor area. See Z.C. Order No. 11-03 at 33 (Condition Nos. A-1 and A-2).

The Commission authorized a maximum building height of 130 feet on Parcels 1 through

4 and 6 through 9, which were rezoned to the C-3-C District. Construction on Parcel 5, also located in the C-3-C District, may not achieve a height greater than 110 feet. The proposed residential building on Parcel 11, located in the R-5-B District, may not exceed 45 feet in height, or an overall height of 57 feet with an occupied penthouse, as shown on the approved drawings submitted to the record. The height of the church building on Parcel 11 may not exceed 45 feet

(or 49 feet to the peak of the sloped roof). The building on Parcel 10, located in the W-1

District, may not exceed 60 feet in height. Finally, the residential building on Pier 4 shall have a maximum height of 45 feet. Id. (Condition No. A-3).

With respect to parking facilities, the Commission authorized the construction of one or more below grade parking structures on two to three levels that are required to provide spaces for approximately 2,100-2,650 vehicles. The PUD project is also required to provide parking or storage for 1,500-2,200 bicycles and sufficient loading facilities to accommodate the mix of uses on the site. The precise amount of parking and loading is to be determined for each Stage 2

PUD application. Id. ZONING COMMISSION District of Columbia

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Consistent with the phased development endorsed by the ZC, this first Stage 2 PUD

application encompasses Parcels 2, 3, and 4. In order to accomplish the development needs of

St. Augustine’s Church, this Stage 2 application includes Parcel 11, as well as a temporary

parking lot / event space on Parcel 1. Parcel 5, which was originally contemplated as part of

this first phase of development, will proceed at a later date.

III. PROPOSED VERTICAL DEVELOPMENT

A. Overview of the Project Design Intent

The Southwest Waterfront PUD has been designed to reunite the city with the water’s

edge and re-enliven it with a mix of uses and year-round urban vibrancy. The concept is to

bring the city’s unique urban qualities of buildings with street walls and dynamic public open

spaces to this area, while recalling the thriving commercial aspects of the historic working

waterfront that once lined the Washington Channel. This working wharf once connected the

upland city streets to the maritime edge, and was characterized by an industrial warehouse

district with a focus on maritime activities.

As described during the Stage 1 PUD process, the new development will provide a mix of

uses to ensure an active waterfront throughout the day and night, year-round. The

development will be pedestrian-oriented, with very limited vehicular access, and then for

convenience only. The PUD as been designed as a series of “places,” not projects. Each place is the integration of architecture and landscape design to create inviting and memorable public environments. There will be a variety of gathering places to cater to every interest, ranging from actively programmed places to simple promenades and parks for passive enjoyment of the water and its environs. ZONING COMMISSION District of Columbia

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The buildings and open spaces are designed to embrace a variety of architectural

expressions, but ones that reflect the District’s local traditions and imagery, not its federal or

business elements.

The plan for the waterside has been fully integrated with the land plan. One depends on the other to succeed. The project will incorporate four new public use piers along the

Washington Channel, allowing access into the Channel for the first time. The District Pier, the

largest of the piers, is intended to be the primary waterside entrance to the project and the

host for the District’s waterside events. A host of other tour boats, tall ships, and maritime

vessels, such as water taxis, will be added to the existing recreational maritime activities to

provide much more activity and many more reasons for the public to use the waterfront and

engage in water sports and activities.

B. Parcel 2: Residential, Theater, Retail and Co-Generation Plant

Developer Architect Hoffman-Madison Waterfront Perkins Eastman and the Rockwell Group

Parcel Area 81,222 sf of land area Residential 357,526 sf / 494 units Entertainment/Cultural 134,886 sf Retail 38,606 sf Co-Generation 17,217 sf Total Gross Floor Area 548,235 sf of GFA

Parcel 2 is located at the northwestern end of the PUD site and will have the multi-

purpose entertainment and cultural venue as its main feature. The base of the building will be five stories in height with the development above bisected in half on the diagonal to create two

residential buildings on the outer corners of the site. The opening between the two buildings

will create a dynamic elevated viewshed from 10th Street and Banneker Overlook across the

ZONING COMMISSION site toward . The roof will include a terrace area for residentsDistrict of Columbia to provide an

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attractive outdoor gathering spot while at the same time enhancing the elevated viewsheds

across the building.

The multi-purpose entertainment and cultural venue is entered from the Wharf,

creating a dramatic interactive pedestrian experience along the development’s waterfront.

Retail spaces line the southeast and southwest sides of the building opening on to the Wharf

and the District Pier, respectively. The District Pier will connect Maine Avenue to the Wharf

and provide significant public access to the water. It will provide a distinctive environment incorporating theater activities and unique retail spaces.

The entrance lobby to the west residential building is located at the southwest portion of the building along Wharf Street. The east residential building is accessed off of Maine

Avenue with a convenience lobby entrance off of the District Pier. Creating a variety of residential entry options and locations will provide for increased pedestrian activity along the

Wharf, Maine Avenue, and the District Pier while enhancing resident convenience and flexibility.

The form of the building originates from several major influences and programmatic needs whose design resolution is specific to the site. The language of the materials and their disposition is based on a set of design guidelines written at the beginning of the master planning process. Its intent is to define a wharf-like environment at the lower “podium” level that is scaled for the pedestrian and retail experience. Brick of different colors and proportions are punctuated by significant glazed openings that showcase the various retailers within to help animate the street level and provide welcoming and inviting pedestrian environment.

Additionally, the podium level allows for significant canopies and signage opportunities, ZONING COMMISSION District of Columbia

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pedestrian level-lighting, and storefront displays and entries. The massing and materials

respond to the different adjacencies of the building: the Wharf, District Pier, and Maine

Avenue. Additionally, the three-story co-generation plant, located at the north corner facing

Maine Avenue, helps promote the use of on-site sustainable energy production and provide an

opportunity for public education.

The Wharf-facing entrance to the multi-purpose entertainment and cultural venue is

defined by four-story vertical concrete columns that allude to the classical colonnades of the

federal sectors of Washington, D.C. It is punctuated by balconies that project out over the

Wharf, which allows for views of the water and the Wharf while creating visual social

connections to the surrounding environment. Behind the columns is a storefront assembly that

allows for visual connections from the venue’s circulation and lobby spaces to the exterior.

Above the podium level, there are two residential towers that are shaped by both the

elevated view corridor down the L’Enfant Promenade and from Banneker Overlook to the north

as well as the multi-purpose entertainment and cultural space below. The materials and massing serve to visually reinforce the entry to the District Pier from both Maine Avenue and

the Wharf, reduce the overall perceived mass and scale, and establish a “reading” by the

viewers of the residential nature of the building.

The top of the residential towers feature elements and materials that create a visually

varied skyline as viewed from the surrounding city. Finally, a brick architectural embellishment reaching a maximum height of two hundred feet, is located at the corner of the District Pier and

Wharf serves as a public wayfinding element and is a reference to historic maritime towers and

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lighthouses that would traditionally guide ships to shore. This visual link will help to improve

the connections to the and the surrounding area.

As presently designed, the building is anticipated to include a combined heating and power ("CHP") or "co-generation" facility that will provide all the necessary electrical, heating and cooling power sources for the PUD site area northwest of 7th Street. The co-generation

plant offers broad environmental benefits by offerings significant reductions in the amount of

coal-fire produced electricity that is consumed and using the efficiencies of the electrical

generation process to create a district heating and cooling system for the project. It will re-use

much of the site's on-site stormwater as part of the facility's cooling elements. The co-

generation plant is a highly progressive sustainable amenity that will help to reinforce the

Project’s commitment to the environment. The Master Developer is presently completing its

feasibility investigations and will be able to update the Commission prior to a hearing on this

Stage 2 application on whether this vision can become a reality.

C. Parcel 3: Office and Hotel

1. Parcel 3A: Commercial Office Building with Ground Floor Retail

Developer Architect Hoffman-Madison Waterfront Perkins Eastman

Parcel Area 23,197 sf of land area Commercial Office 218,210 sf Retail 15,169 sf Total Gross Floor Area 233,379 sf of GFA

Parcel 3A, which fronts on Maine Avenue, will be improved with an eleven story

commercial office building, rising to a height of 130 feet. Retail uses will be located on the

ground floor. Like the other parcel structures, it follows the design guidelines established for ZONING COMMISSION District of Columbia

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the PUD, which stipulate massing, scale, and materials for the pedestrian scale-environment,

building corners, massing, and skyline elements. The primary orientation of the building is

toward Maine Avenue and is intended to project a civic presence that relates to the District

architecture and the adjacent community, as well as to allow for a reading of its use as a

commercial office building.

Following the guidelines, the lowest three floors establish a base, or podium, level that

reinforces a pedestrian-oriented environment. As the building turns the corner onto the

District Pier, the brick coloration and use of canopies and signage conform to a common design language that reinforces the retail environment. The building’s pedestrian scale further creates an intimate environment in the adjacent mews streets for the use by pedestrians while still allowing for limited vehicular and loading access. Within the building, adjacent to Maine

Avenue, is a reconfigured vent shaft assembly for Metro’s Yellow Line tunnel. The louver is set above the pedestrian eye level and will be seamlessly integrated into the architecture of the building to minimize impacts on the pedestrian environment while complying with WMATA’s needs and requirements.

A visual rhythm and balance is established by a base of three stories and a middle and top section of seven stories of brick with a greater percentage of inset glazing. The curtain wall also meets the ground at the corner of Maine Avenue and District Pier in order to visually reinforce the entrance to the District Pier and to relate to Parcel 2’s vertical elements. The building utilizes canopy-like embellishments above the roof line that create a visual interest on the roofline.

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In summary, the structure is intended to read both as part of the family of buildings on

the waterfront while establishing its own identity as an office and retail building. It uses

materials and massing that responds the adjacent Parcel 3B (hotel) and allows for its own

interpretation of the design guidelines.

2. Parcel 3B: Intercontinental Hotel with Ground Floor Retail

Developer Architect Carr Hospitality BBG-BBGM

Parcel Area 23,522 sf of land area Hotel 245,830 sf / 278 keys Retail 7,381 sf Total Gross Floor Area 253,211 sf of GFA

Parcel 3B, which fronts on the Wharf, will be improved with an twelve-story luxury hotel

with approximately 278 guest rooms or “keys.” Developed by the Carr Hospitality Group for

Intercontinental Hotels, the new building will be a signature focal point along the Wharf, with a

prominent clock tower incorporated in the design along the waterfront. Retail uses will be

located on the ground floor level. The building will rise to a height of 130 feet.

Carr Hospitality envisions creating another "grand" hotel, this one along an inlet of the

D.C. waterfront. Designed by BBG-BBGM Architects & Interiors Inc., the proposed hotel takes advantage of its prime location on the waterfront. The southwest face of the building will border the pedestrian-oriented Wharf and offer views over the piers and boats of the

Washington Yacht Club, and beyond, extending as far as Hains Point and the distant Potomac

River. This exceptional site arrangement offers a venue for the creation of a new public square, or plaza, designed to accommodate public events. This open space which will result from the

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widening of the access from Maine Avenue to the Pier (to be called the District Pier Plaza), will

be designed as the main entrance to the wharf area and be located at the junction of the Wharf

and the District Pier at the west corner of the hotel. At the entrance to the plaza, automobile traffic will be diverted through a mews along the north side of the hotel. Traffic will enter a second small plaza, allowing for drop-offs at the hotel entry to the east, or will turn off and enter a public parking garage. This eastern plaza is shared by the Parcel 4 condominium entry, the Washington Yacht Club and a restaurant.

The architectural form of the new hotel takes cues from its site while incorporating the functional and spatial necessities of the hotel. The ground floor includes a spacious reception lobby, a lounge, which connects to an outdoor seating area overlooking the wharf, a restaurant, retail spaces, staff office areas, as well as a loading dock area. The second floor incorporates a conference center with a ballroom, meeting rooms, and service spaces. The 5,400 square-foot

ballroom will be unique to Washington, D.C., and most other ballrooms, in that it will have two

glass walls with views out over the water and the City Pier Plaza. The third floor houses the

hotel spa and fitness rooms, as well as hotel “back of house” functions. The fourth through

eleventh floors will house 278 guest rooms. The twelfth floor will have two special function

meeting rooms and house the Sky Bar, a premier lounge open to the public. The Sky Bar will be

accessed by an elevator connected to a ground floor entrance from the western District Pier

Plaza. The meeting rooms and the Sky Bar will offer exceptional views past the inlet to the

Potomac River and the Jefferson Memorial. The roof top features a pool for hotel guests.

The architectural form of the building is intended to reflect the shape of the city block

on which it is situated. Each of its four facades faces a street of different function and ZONING COMMISSION District of Columbia

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character: the District Pier Plaza to the west, a secondary plaza to the east, the Mews to the

north and the waterfront to the south. Each elevation is designed to suggest a pedestrian scale

reflective of its particular street frontage and function. Nine of the building’s twelve stories are set back from a three-story base, which serves as a pedestal for the entire structure. The hotel guest floors are L-shaped in order to provide a variety of views and to maximize the advantage of corner suites. Because the District Pier Plaza constitutes such an important focal point for

the hotel, a clock tower is incorporated into the southwest corner of the building. Thus, the

building will be anchored to the plaza, reinforcing the arrival experience at the street level

while creating a ‘point of arrival” element on the skyline level above. The tower element will also serve as a beacon to draw visitors and tourists to the plaza. The top floor, housing public function spaces, is set back from the face of the building and incorporates the use of canopy sunshades to lend a sense of lightness and elegance to the structure.

The building has been designed to create a modern expression for a waterfront building that plays with the “harborside” aesthetic in various ways. The primary materials are red brick, slate grey metal, and glass. The lower three-stories of the building feature a granite base, brick piers, and metal-framed panels of glass. Canopies of various types provide shade during the day and lighting at night to the sidewalk cafés and seating areas. Large two-story window bays occur on the guest room levels (Floors 4-11) on all facades. Setbacks within the masonry walls with French balconies at every other floor reflect the residential character of the building. This luxury hotel design will provide a significant new hospitality resource to the repertoire of

Washington, D.C., hotels, creating a unique urban resort experience for those who visit or stay at this venue. ZONING COMMISSION District of Columbia

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D. Parcel 4: Residential Building with Ground Floor Retail

Developer Architect Hoffman-Madison Waterfront Handel Architects

Parcel Area 44,897 sf of land area Residential (rental) 123,962 sf /168 units Residential (for sale) 179,548 sf/ 130 units Retail 77,067 sf TOTAL GFA 380,577 sf

Parcel 4 will be developed as a single structure with two separate and distinct

residential mixed-use buildings contained within. The base will be two to four stories in height,

with towers of eight to eleven stories, for a total building height of up to 130 feet. The ground

level and second floor will include retail, and the remainder of the building will be devoted to

residential uses, including affordable and workforce housing in the rental apartment building.

The building design is expressed using an industrial palette found in warehouses, docks and other waterfront structures. Viewed from Maine Avenue, the building has been broken into three separate volumes, sitting atop a podium, which itself has been broken into smaller, distinct “pavilions.” Two of the volumes run parallel with each other from Maine Avenue toward the waterfront, and are bisected by a third that runs the length of the block, from Jazz

Alley to Yacht Club Piazza. From this view the building has been articulated with brick and punched windows, moving up the length of the tower. The two upper floors wrap the building

in floor-to-ceiling glass, and create a ring of light and transparency with continuous glazing

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around the top of the volumes. The volumes facing Maine Avenue primarily house mixed-

income rental apartments, and are accessed by a lobby on Maine.

Viewed from the Wharf, the building peels away from the adjacent buildings on Parcels

3 and 5 to create the feeling of openness toward the waterfront. One of the two parallel

volumes continues toward the water, while the other terminates, which creates an expanse of

open sky above the building podium. The open space that is created forms a "Piazza," which will serve as the drop-off point for the condominium lobby, the retail stores in the podium, as well as the adjacent hotel building. A large tree that currently exists on the site is intended to be transplanted to the Piazza as a signature move that will help enhance the sense of place and feeling of permanence. The palette on the Wharf-side is articulated in metal and floor-to- ceiling glass, with divided light windows for a contemporary take on traditional industrial windows. The majority of the residential units on this side have water views and balconies looking down onto the Wharf and across the river.

On the ground, the building’s podium is split by the “Piazza Mews,” which separates the base of the building into smaller pavilions to break down the scale. The rhythm and feel of the podium is industrial, expressed with brick, black metal and glass, yet each of the individual pavilions is articulated differently to related to the unique space it is facing. Along Maine

Avenue, larger scale moves read more appropriately, while inside along the Piazza Mews, smaller details work better to enhance the pedestrian context and experience. Double-faced retail lines the Piazza Mews, and wraps out and around the building. This provides additional activation of the Mews and Wharf with outdoor seating opportunities and pedestrian liveliness.

In addition, along the east side of the building, Jazz Alley will feature a mix of jazz clubs, ZONING COMMISSION District of Columbia

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restaurants and bars designed to crate an intimate and dynamic space with a focus on small-

scale music and artistic venues. Above, landscaping spills over the podium top to meet greenery growing up and along the walls, softening the brick and metal. Bridges and walkways in a similar industrial palette span the mews and connect the pavilions.

E. Parcel 11: St. Augustine’s Church and Residential Building

Developer Architect St. Augustine’s Church MTFA Architects Hoffman-Madison Waterfront, LLC SK&I Architectural Design Group

Parcel Area 41,328 sf of land area St. Augustine’s Church 15,500 sf Residential (for sale) 116,137 sf/ 109 units TOTAL GFA 131,637 sf 1. Residential Building

The south portion of Parcel 11 will be developed with a 109 unit residential building.

The five-story building will have an approximate height of 45 feet, and a maximum overall height of 57 feet with an occupied penthouse. The building is U-shaped in plan, and sits along

M Place to the south, closed Water Street to the west and 6th Street to the east. The face of the building curves gently with the line of the street as it transitions from 6th Street southward into M Place, S.W.

The main entry to the building will be located at the southwest corner of the site.

Parking for residents will be provided in the building’s structured garage located on two levels below grade and on the main level of the building at the interior of the site. The garage will be accessed from Water Street at the north end of the site. An outdoor courtyard will be located on the roof of the garage beginning at the second floor level.

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The units along the street frontage will feature projecting bays with small balconies, providing views to the water beyond. The fifth floor will be set back from the street to allow for more spacious private patios and to provide a massing that is appropriate to the adjoining residential neighborhood. Additional residential living space and roof decks will be located at the occupiable penthouse level. The building will be expressed in a contemporary architectural style and clad in brick, metal and glass that is complimentary and responsive to the rich modern architectural vernacular of the Southwest neighborhood.

2. Church Building

The north portion of Parcel 11 will become home to the new St. Augustine’s Episcopal

Church. The modernist design of the building takes its form from the trapezoidal shape of the building lot. In plan, the building is anchored along its southern wall to the new residential building in Parcel 11. The building plan projects northward, following the angles of the lot along M Street and ending in a peak as the street transitions from an east-west orientation to a northwesterly direction at 6th Street. The church rises to a height of 45 feet to its main roof, and to 49 feet to the peak of the sloped roof.

The bold geometry of the lot is carried over to the massing blocks of the church. The two-story base of the church emphasizes strong horizontal lines with elongated windows punched in the cast stone façades. The sanctuary is demarcated by a trapezoidal glass “cube,” which is inset into and projects slightly forward from the northwest wall of the church. Ribbons of vertical stained glass punctuate the large volume of the glass cube. A large yet delicate metal cross and bell tower adorn the exterior of the cube.

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The main entrance to the church is located below the glass cube at the northwest façade of the building. Meeting rooms and offices are situated on the ground floor of the church. A staircase and elevator lead to the second floor and sanctuary, with its vast expanse of glass walls. Additional function rooms are also located on the second level.

IV. OPEN SPACES AND PIER FACILITIES

A. Open Spaces and Thoroughfares

1. Overview

As one of the amenities of the project, Hoffman-Madison is obligated to provide certain public-use piers, public parks, open spaces, roads, and other public spaces or infrastructure as prescribed by the LDA and referred to as Reconveyance Property. Hoffman-Madison must also provide for the maintenance as well as the use, operation and programming of the

Reconveyance Property, including the closing of streets, holding of public and private events, and other uses and activities that may occur in these areas.

2. The Wharf

As described in the Stage 1 PUD, the Wharf will be, first and foremost, a pedestrian environment adjacent to the Washington Channel, but it also can operate to allow for low- speed, low-volume vehicular convenience access to business fronts, restaurants, elderly and disabled passenger drop off, and valet parking along the water’s edge. The Wharf will have the flexibility to be closed periodically for special events and certain nights and weekends to emphasize and enhance the pedestrian experience while still maintaining emergency access.

Approximately 1,250 square feet of the Wharf, consisting of Belgium block pavers and/or unit pavers, will be constructed in this Phase 1 application. The ZONINGWharf COMMISSIONwill be developed District of Columbia

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primarily as a curb-less “shared space” that uses innovative physical design elements to limit vehicular speed, provide a safe pedestrian environment, and create a seamless and flexible space that is highly adaptable. It will utilize non-traditional traffic calming devices to specifically discourage high-volume, high-speed, vehicular thru-traffic. These include variety of hardscape elements and street fixtures such as planters, bollards, paving patterns, site furniture, railings, planting areas, flush curbs, textures, water features, trench drains, and other tools to designate pedestrian-only zones from shared zones. A continuous pedestrian zone has been provided throughout the entire length of the Wharf and the overall design will include references to the history of the Southwest Waterfront in subtle and overt ways. The Wharf will be programmed carefully to mix pedestrian uses, vehicular uses, and commercial uses such as kiosks and café zone within its typical 60-foot width.

Innovative stormwater management designs have been carefully integrated into the

Wharf design. Significant low impact development (“LID”) zone-type plantings, which provide for an non-compacted soil media for the trees along the Wharf, will be included as well as a monumental reuse cistern that stretches beneath the entire length of the Wharf. A double row of London Planetrees along the edge of the channel, provide cool shade for walking and sitting pedestrians, reduce urban heat island effect, reuse collected stormwater, and associate promenade’s proximity to the water with the easily identifiable riparian trees. These measures will add to the pedestrian experience and drastically reduce or eliminate the stormwater runoff that enters the Washington Channel and will help to improve the health of the Potomac River watershed.

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3. Maine Avenue

The first Stage 2 PUD application proposes improvements along Maine Avenue from the

south side of 7th Street Park to the north edge of Parcel 2. As contemplated in the approved

Stage 1 PUD, Maine Avenue will be the city-side of the project area along on the northeast

frontage of the site. Automobiles will turn from Maine Avenue into the mews streets along side

of the buildings to enter garages and service areas. Vehicular garage entries were purposefully

designed to be at locations other than directly off of Maine Avenue or the primary pedestrian

spaces and parks, such as District Pier and 7th Street Park, in order to provide a positive

pedestrian experience and to provide for a variety of vehicular entry and exit options which

eases congestion and reduces impacts on the pedestrian environment.

Maine Avenue will be recast as an urban boulevard with 24-hour parallel parking along

the curb on both sides of the street while maintaining the central median. The project buildings

that front on Maine Avenue have been set back from the property line approximately 15 feet,

except for bay projections and shop windows, to allow for variety, texture, and a generous

sidewalk and planting zone as well as dedicated bicycle facilities. The utility relocation work in

the Maine Avenue right-of-way has been carefully designed and coordinated with the District

Department of Transportation to permit for the potential future installation of streetcar tracks

and infrastructure along the Maine Avenue corridor once the final alignment has been selected.

The streetscape is designed with bus stops that can facilitate the planned reinstatement of the

Circulator bus route and which can also be utilized in the future by streetcar service.

Maine Avenue will help connect the PUD to the surrounding neighborhood and the res of the city. Newly planed willow or Shumard Oak trees will match the existing Oaks along ZONING COMMISSION District of Columbia

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Maine Avenue. Twin 20 and Tear Drop light fixtures, trash and recycling containers, parking

meters, and transit facilities will also continue the pattern of streetscape furnishings for the

surrounding area.

A ten-foot wide, bi-directional, grade-separated bicycle path facility has been designed

for the entire length of Maine Avenue. This route will be the final link in the

Riverwalk Trail and provides safe and convenient bicycle connectivity along the site and to points north including the 14th Street Bridge and National Mall. Significant bicycle parking and two Capital Bikeshare stations are planned for Maine Avenue. Bicycle specific striping and

signalization has been planned to help increase the safety of all road and sidewalk users.

Sidewalk pedestrians are safely separated from bicycle traffic by a five-foot planning aera. In

addition, passengers unloading from parked cars can travel along a 1.5 wide curb walk to

preferred bicycle path crossing points at the ends and middle of each block.

Like the Wharf, the Maine Avenue sidewalk reconstruction has been designed to

incorporate a low-impact-development zone planting area, which collects stormwater from the

sidewalk and contributes to the sites overall stormwater management plan. Additionally, the

surface of the bicycle path is anticipated to be a permeable surface that helps reduce

stormwater run-off. It will also help provide water to the critical root zone of the street trees

along Maine Avenue. Permeable cobbles are placed between planting areas to provide for

additional stormwater capture and treatment as well as locations for café seating. Significant

efforts have been made to preserve healthy existing trees including avoiding compaction of soil,

design conflicts, and utilities in critical root zones. Two rows of newly planted trees are

proposed with continuous soil trenches to provide tree canopy cover. ZONING COMMISSION District of Columbia

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Intersections at 7th and 9th Streets will be reconstructed and new signalized intersections will be provided at the Fish Market entrance and at the north entry to Arena

Stage. These intersection improvements include curb bulb-outs, striping, and other design

features to increase the safety, visibility, and ease of pedestrian crossings. The Maine avenue

intersections with the mews streets also include high visibility pavement marking and traffic

control measures to protect pedestrians, cyclists, and vehicles.

4. District Pier

District Pier, a prominent organizing access point to the PUD site, consists of both the

landside and waterside public space improvements. It will be constructed between Parcels 2

and 3 in the former 9th Street right-of-way and will function as the primary entrance gateway

for pedestrians, bicyclists, and motorists. In particular, the District Pier will provide a landmark entry connection for pedestrians that are accessing the site from the L’Enfant Plaza Metro

Station or the National Mall by way of Banneker Circle.

Toward Maine Avenue, the District Pier will be organized around an open, glass-covered central plaza designed with a water feature and a bosque of trees. This portion of the District

Pier will facilitate convenience vehicular circulation as well as valet and passenger drop-off and

provides access by way of the Pier Mews to one of the below-grade parking entrances.

Pedestrian access to the below-grade parking garage will be located within this central plaza as

well. This connection to the garage is designed to bring light and air down into the below-grade

levels and enhance the entrance experience for motorists and bicyclists that park in the garage.

The District Pier will features a generous pedestrian-only zone along the Wharf that is

flexible and can function as a civic gathering place, as a venue for outdoor events, displays, ZONING COMMISSION District of Columbia

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shows, festivals, tented events, musical concerts, outdoor festivals, and other public and

private gatherings. This distinct urban space will connect Maine Avenue to the water and

welcome visitors to the Wharf.

5. The Mews

The interstitial space between and within building sites on Parcels 3 and 4 are designed

as mews streets or alleys. These connectors will not only provide primary entrances for access

to loading/service areas in the areas closest to Maine Avenue, but are also intended to be very

low speed, curbless pedestrian-dominated environments that support unique retail,

restaurants, and entertainment opportunities. These special areas will provide for an intimate

and sometimes romantic environment, reminiscent of the compact streets found in the hearts

of older historic cities around the world. Retail opportunities will be of varied size and provide

unique opportunities for start-ups, incubators, outdoor cafés, and experimental retail, which

may also include smaller music and arts venues.

The mews streets are oriented both perpendicular and parallel to the water, providing a

small-scale street grid within the site. The perpendicular mews streets increase the site’s

porosity and provide an enhanced number of viewsheds from Maine Avenue to the water.

These smaller visual connections, in concert with the enhanced views provided through the primary public spaces such as the District Pier and 7th Street Park, will provide unprecedented linkages between the Washington Channel and the upland Southwest neighborhood. The mews streets that run parallel to the Washington Channel through Parcels 3 and 4 provide an additional level of options for pedestrians, cyclists, and motorists to “percolate” through the site. This provides more varied and granular experiences, can provide shelter and protection ZONING COMMISSION District of Columbia

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from the wind and elements, and increases the opportunity for exploration and variety within

the project site.

The mews streets will be designed to be flexible. They may facilitate vehicular access

and loading at some times during the day and at other times be primarily pedestrian in nature,

filled with café tables, spill-over retail and entertainment opportunities. Loading bays and

vehicular/bicycle parking garage entries are provided off of these mews streets but they have

been designed to minimize their potential negative visual and experiential qualities on

pedestrians within the mews.

6. 7th Street Park

The 7th Street Park constructed between Parcels 5 and 6 will be primarily green open space. The design intent is to create a green for residential, hotel, and general neighborhood use. It will provide an open green center maximizing views to the water. It provides an unobstructed view of water and the trees in East Potomac Park beyond. The design is shaped using supple forms that roll like gentle waves of water.

The central elliptical green consists of a sun lawn with dapped shade from tall deciduous canopy trees lifted up on a four-inch stone curb. The center of the green rises in a gentle mound. Paths cross from the green to the buildings, marking the ground with a contrasting material to the stone floor of the park perimeter. All the paved areas drain to a gutter at the edge of the ellipse, which feeds a rain garden at the southern end of the park. The rain garden is filled with riparian plantings and is under-drained to support the stormwater requirements of

the site.

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The active retail, hotel and restaurant uses at the ground floor of the facing buildings

are supported by café seating along the edges. The space is made to feel larger with the

undifferentiated paving on the vehicular and pedestrian areas, divided by a line of slim stainless

steel bollards. The streets will have a flush curb with little obstruction along the building edge,

offering the greatest flexibility of pedestrian movement from the Wharf and Maine Avenue.

Bench seating frames an interactive fountain at the southern edge of the park, bringing

families and activity toward the water’s edge at the overlook, and the 7th Street Pier, which is part of Phase 3. The overlook along the Wharf, which will also be constructed as part of Phase

3, is composed of a cantilevered deck with a wooded shade structure supported by timber columns. A combination of wood and steel decking steps down toward the water’s edge. The height of this pavilion will be approximately 15 feet in order to maintain the views toward the water from Maine Avenue. A fire pit will be located here under the canopy. The details of the overlook railing and steps will match the details on the pier.

7. Waterfront Park

Waterfront Park is a 3.5 acre landscaped area located at the easternmost edge of the

Wharf development. It lies adjacent to the existing communities of Tiber Island and Harbour

Square and to an existing police pier for which access and parking must be maintained. The

Washington Channel and a narrow band of land serve as boundaries to

the south and west. The landscape, created in concert with representatives of the various

neighborhoods who participated in multiple design charrettes on site, provides a series of

simple beautiful outdoor spaces for the use of the nearby neighborhoods as well as for visitors

to the waterfront. As a quieter green complement to the urban outdoor places within the ZONING COMMISSION District of Columbia

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western portions of the Wharf, the Waterfront Park protects, frames, and preserves important

existing trees and views to the water. By its selection of plants and its subtle reshaping of the

ground, the park celebrates the natural environment while accommodating modest forms of

unprogrammed family-oriented outdoor recreation and social interaction.

Presently, the site of the proposed Waterfront Park is 75 percent paved, mostly in the form of large parking lots. The center of the park will transform this paved area into an elevated lawn panel that is shaped by three elements: an existing row of preserved willow oaks; a semicircular vine and solar panel-covered pergola, and a series of topographic play mounds. A low interactive water basin at the front edge of the pergola, banded garden beds of colorful perennials, wildflowers and low native shrubs and a loose scattering of flowering and shade trees complete this upper park area. A series of seat walls, chairs and tables will encourage visitors to linger within the vicinity of the fountain and the pergola. Pathways from the central lawn and pergola connect to nearby neighborhood walks, local streets and the promenade along the water's edge.

The lawn panel is raised and leveled above its existing grade and situated to take advantage of several framed vistas across the Washington Channel to Hains Point and south to the Potomac River. The design of plantings, pavings, seat walls and site structures connect the park to Washington's physiogeographic and geologic origins. Sited just southeast of the fall line that separates the upland Piedmont from the Coastal Plain, the Waterfront Park makes expressive use of local materials - stone and native wetland plants - to evoke the various natural environments of this Potomac River corridor.

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Beyond the open lawn and the play mounds that define its edges are a series of

transitional terraces that protect the park from a required access lane and turnaround for pier

parking. These planted terraces, walkways, ramps and stairs provide additional seating and

viewing places, oriented toward the promenade and water's edge. Two bocce courts tucked

between low site walls provide specific recreation opportunities. These seat walls can act as an

informal amphitheater, a place for small gatherings or even people-watching along the

promenade. There is also a small 800 square-foot park storage and service building positioned between the terraces and the vehicle turnaround. Planted with a green roof, this pavilion-like

structure will help screen views of the police pier and its parking areas.

Native and drought tolerant plants are used throughout the Waterfront Park to create habitat, reduce water demand, reinforce a sense of place and celebrate the seasons. Perennial gardens planned adjacent to the central lawn will provide pollinator habitat and seasonal color.

Native canopy and mid-canopy trees are proposed to provide cooling shade, reduce heat island effect, create habitat, and structure the views. As all existing mature Willow Oaks on site were identified as valuable assets by the design team and the community, the design situates all buildings, roadways, pathways and outdoor spaces outside of their critical root zones. In certain areas the existing sidewalk under the Willow Oaks is in very poor condition and requires repaving. Early consultation with an arborist has provided a design that minimizes impact to these trees.

Stormwater drainage from the access road, adjacent roadways and lawns collects into a series of rain gardens throughout the park, managing the stormwater as close to the source as possible to restore natural hydrological patterns. At the most critical collectionZONING COMMISSION points, gardens District of Columbia

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with structured weirs, spillways and boardwalks dramatically reveal the seasonal change of

water flow, providing for both native insect and animal habitat and focal points for nearby

sitting areas.

B. Pier Facilities and Waterside Development

1. Transit Pier

The Transit Pier is located opposite Parcel 2 and will have generous open space adjacent to the Wharf before narrowing down to a more typical pier configuration. Within the wider section, terraced steps will provide seating for events, performances, river views and sunsets, and a location for water taxis, day tours, and music and theatrical venues. The pier will be at the same elevation as the adjacent Wharf.

Negotiating a relationship with the overall layout of the waterfront parcels and site constraints imposed by the Metrorail infrastructure below, the Transit Pier takes on a triangular shape that allows for the dynamic interplay between different program elements. Combining clean geometries with a frugal palette of wood, metal and glass, the design approach for the pier seeks to marry a contemporary aesthetic to the textures of traditional maritime architecture.

The Transit Pier Pavilion is a one-story building with a roof deck that runs along the south edge of the pier and houses (from east to west) a box office for the multi-purpose entertainment and cultural venue across the pedestrian thoroughfare, a water taxi ticketing counter and waiting area, a snack bar, and cafe. Each of these program pieces receives expression on the building’s façade through a different storefront treatment and orientation.

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Playing against the Pavilion’s geometric regularity, a raised planter bound by an

undulating two-tiered row of seating risers flanks the building’s north face. Opposite the risers,

at the triangular site’s north point, a bosque of trees provides a porous boundary between the

thoroughfare and the pier. Together, the bosque and the risers shape the northern and

southern edges (respectively) of an impromptu performance space. Additional stepped seating

occurs at the pier’s western edge, providing those seated with a view towards the cove.

2. District Pier

The District Pier, which extends from the former 9th Street right-of-way between

Parcels 2 and 3, will serve as the maritime hub for the District. Tall ships and larger commercial

vessels will be able to tie up for the first time at a new urban maritime venue. The District Pier will have a dockmaster structure at its end that will facilitate site orientation and provide a location for storage on the pier. The Pier's design, with its decorative rigging poles of metal and local stone, will form the platform for seasonal exhibitions and programming, including ice

skating in the winter, the Cherry Blossom Festival events in the spring, Fourth of July

celebrations in the summer, and harvest festivals in the fall. It can also host a variety of other

events, festivals, dining and public and private gatherings throughout the year.

3. 7th Street Pier

The 7th Street Pier is a relaxed recreational place for people of all ages. It offers a place to stroll, to lounge on sloped wood seating and terraced stairs, and includes climbing surfaces, kayak rental, and swings. Most important, it will be a place to get close to the water. The Pier extends from the Wharf, rising and falling in a gentle wave toward the water. Its eastern side will offer a range of views and ways to engage the water’s edge. The eastern side is composed ZONING COMMISSION District of Columbia

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of a fixed pier, stadium seating and a gangplank-type ramp that leads to a bloating pier at the

water’s edge. The Pier extends along the western side from the Wharf to its terminus where

gatherings might include dancing, classes, and small performances.

In the water, adjacent to the overlook, are approximately ten floating wetland islands of

varying size. These planted islands will help dissipate and filter water from the stormwater

interceptor at 7th Street and the Wharf, offer opportunities for wildlife and vegetation, and

create a rich environment for the kayakers using the pier.

4. Capital Yacht Club and Marina

The Capital Yacht Club and its associated marina will be rebuilt on the Wharf’s edge

between Parcels 3 and 4. The combined Yacht Club and associated retail will include up to

7,500 square feet of program space.

5. Market Docks

The Market Docks will be newly constructed public floating docks for transient

recreational vessels that will be located near the existing fish market. This will provide docking space for approximately 72 boats between 45 feet and 100 feet in length. These slips will be available for visitor and touring boats that come to the Wharf and will offer stays as short as a few hours and as long as 10 days. This will provide a much needed amenity to the touring boat

community and will help to increase the opportunities for transient docking opportunities.

Hoffman-Madison has received a boating infrastructure grant from the U.S. Fish & Wildlife

Service to help fund the construction of these docks.

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6. Wharf Kiosks

Kiosks will be interspersed throughout the development along the Wharf. The project

will provide "roughed-in" utilities and a flexible framework for the kiosks that can be filled in by individual tenants and users to adapt to their unique needs and to provide varied design

concepts. These outdoor kiosk structures are designed as incubator space for small local

businesses, which can try out their retail concepts on a low-risk basis.

C. Parking and Loading Facilities

This first Stage 2 PUD will provide a total of 1,324 parking spaces including: below grade

parking for approximately 1,157 vehicles, an additional 93 spaces in a garage on Parcel 11, and

a temporary surface parking lot with approximate 75 spaces on Parcel 1. Over 400 existing

below grade and surface parking spaces located in Phase 3 of the PUD project can be used on

an interim basis until Phase 3 construction begins.

The main shared parking garage is accessed from the northwest end of the PUD site in

Parcel 2 from Theater Alley between Parcels 1 and 2 and in Parcel 4 from the Avenue Mews between Parcels 3A and 4. A grand pedestrian stair and fountain has been designed into the center of the parking garage below the District Pier. This stair will bring natural light and air into the garage and help welcome visitors to the project by bringing them up into the District

Pier, one of the major public spaces, which will increase the pedestrian traffic, vitality, and excitement of this key public space.

Loading facilities will be located at each building at the interior of the building sites and are accessed off of the mews streets. These loading facilities have been carefully located and optimized to minimize the impact on the pedestrian environment while providing adequate ZONING COMMISSION District of Columbia

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space for managed on-site loading and service needs. Truck size and hours will be carefully managed on-site to facilitate the operational and programmatic needs of the site.

Bicycle parking and storage will be located throughout the PUD site. While only 75 spaces are required, the project will be providing spaces for 1,400 bicycles. Great care and consideration has been taken in the selection and mix of bicycle parking facilities in order to provide a great variety of parking facilities for all bicyclists. This includes below-grade secured long-term parking for commuters and residents, above-grade racks conveniently located for short-term parking, publically accessible below-grade parking for medium-term parking and bicycle parking in inclement conditions. These below-grade bicycle parking areas will be well lit, will provide adequate spacing for comfortable access and parking, and will be well signed and highlighted to encourage use and knowledge of the available spaces.

Bicycle racks have been distributed around and throughout the project site for convenience access, but have been primarily focused adjacent to the dedicated bicycle facility that runs along Maine Avenue. This is intended to encourage visitors to park their bicycle on the perimeter of the site and experience the site as a pedestrian but does not preclude full access to the site and available parking within the site for cyclists. Additionally, bicycle parking facilities along Maine Avenue have been located adjacent to Circulator and future potential streetcar stops to help encourage multi-modal transportation. Further, Phase 1 of the project is designed to accommodate the installation of Capital Bikeshare stations at the intersections of

Maine Avenue and 7th and Maine Avenue and 9th Street. These facilities are located in highly visible and accessible locations and are sized to accommodate this increasingly popular mode of public transportation. ZONING COMMISSION District of Columbia

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Bicycle parking facilities have been selected to accommodate a wide range of bicycles

including cargo bikes, Dutch style “bakfiets,” tandem bicycles, children’s bikes, and recumbent

bicycles and user preferences with a mix of rack styles including traditional “U” style racks,

double-decker racks with lift assist mechanisms, and vertical hanging racks. Bicycle

convenience accommodations are provided through the inclusion of publically accessible air

pumps, and tool/repair stations. Bicycle facilities are being thought of as high quality street

furniture that is seamlessly incorporated with the urban design of the project and will help to

contribute to the project’s sense of place.

V. TABULATION OF DEVELOPMENT DATA

The Tabulation of Development Data for this first Stage 2 PUD is located on Sheets 1.10 and 1.11 of the architectural drawings included as Exhibit A.

VI. FLEXIBILITY UNDER PUD GUIDELINES

A. Overview

The PUD process was created to allow greater flexibility in planning and design than may

otherwise be possible under conventional zoning procedures. The Applicant may seek such

flexibility in parking and loading requirements for this first Stage 2 PUD application, the lot

occupancy requirements for Parcel 11, and other minor flexibility during the final design phase

of the buildings.

B. Loading

Hoffman-Madison also requests flexibility to adjust the number of loading berths,

platforms and service spaces provided for the buildings in this phase of the PUD project.

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Pursuant to section 2201 of the Zoning Regulations, the Master Developer is required to

provide six loading berths at 55 feet deep, ten berths at 30 feet deep, 16 loading platforms and

10 delivery spaces. Presently, the Applicant proposes to provide two 55-foot deep loading berths, five loading berths at 30 feet deep, six platforms at 100 square feet, three platforms at

200 square feet, and six delivery spaces. The loading requirements are set forth in the zoning data tabulations included with the drawings. Generally, residential buildings no longer require loading berths for 55-foot trucks and the Zoning Commission has granted relief from this provision in several PUDs in recognition of present-day practical needs. See, for example, Z.C.

Order Nos. 08-26, 07-16, 07-07, and 07-02, among others. Because of the coordinated planning

and development of the overall site, the loading facilities for each parcel can be more carefully

configured based on the final mix of uses to eliminate redundancies and increase efficiencies,

circulation and maneuverability.

The use of operational solutions (scheduling deliveries and limited road/parking

closures) to accommodate large trucks in lieu of design solutions has become a transportation

planning principal in recent years. The main reason for this is that deliveries by large vehicles

have become extremely rare in the District (except for some land uses), and designing for large

vehicle loading docks includes disrupting the pedestrian environment, widening roadways and

intersections, constructing larger turning radii at intersections and other design considerations,

all of which have negative impacts to the pedestrian and bicycle environment. Thus,

operational solutions used rarely, are preferred instead of design solutions that have

permanent negative side-effects to the rest of the transportation network. The request for

loading relief is applied for with this in mind. The Applicant will work with the District's ZONING COMMISSION District of Columbia

Case No. 11-03A 35 2

Department of Transportation on the layout of the loading facilities as part of its overall

transportation management plan.

C. Lot Occupancy

The proposed church and residential building on Parcel 11 will occupy approximately 95

percent of the lot, which is in excess of the 60 percent limit on lot occupancy in the R-5-B

District. This increased lot occupancy is the result of the covered parking structure that is

partially below-grade and partially above-grade. The equivalent residential lot occupancy is 59

percent. As discussed during the Stage 1 PUD process, Hoffman-Madison requests a waiver

from the lot occupancy provisions pursuant to the Zoning Commission’s authority under section

2405.4 of the PUD regulations for rezoning to the R-5-B District.

D. Roof Structures

Hoffman-Madison may also seek flexibility from the roof structure requirements with

respect to section 411 of the Zoning Regulations to provide multiple roof structures, roof structures not meeting required setback requirements, and roof enclosure walls of unequal height. Hoffman-Madison will provide more detailed roof plans indicating the precise areas of

relief requested if this matter is set down for a hearing.

E. Other Minor Flexibility

Hoffman-Madison has made every effort to provide a significant level of detail in the

plans. Nonetheless, some additional flexibility is necessary that cannot be anticipated at this

time. Specifically, the Hoffman-Madison requests flexibility in the following areas:

(1) To vary the location and design of all interior components, including partitions, structural slabs, doors, hallways, columns, stairways, and mechanical rooms, provided that the variations do not change the exterior configuration of the buildings; ZONING COMMISSION District of Columbia

Case No. 11-03A 36 2

(2) To vary the number and location of market-rate and workforce housing units, and the number of hotel guestrooms, provided the minimum amount of gross square feet required for market-rate and workforce housing units, and for hotel guestrooms, under this first Stage 2 PUD application is met;

(3) To vary the number and location of affordable units, provided that (i) the minimum amount of gross square feet required for affordable housing under this first Stage 2 PUD application is met; (ii) the affordable units will not be over- concentrated within a single building; (iii) the proportion of affordable studio, efficiency and one-bedroom units to all affordable units will not exceed the proportion of market-rate units within a mixed-income building; and (iv) the size of the affordable units will be equal to at least the size of the smallest equivalent market-rate unit.

(4) To vary the final selection of the exterior materials within the color ranges and material types as proposed, based on availability at the time of construction without reducing the quality of materials;

(5) To vary the final selection of landscaping materials utilized, based on availability and suitability at the time of construction; and

(6) To make minor refinements to exterior details and dimensions, including belt courses, sills, bases, cornices, railings and trim, or any other changes to comply with the District of Columbia Building Code or that are otherwise necessary to obtain a final building permit.

VII. PUBLIC BENEFITS AND PROJECT AMENITIES

A. Overview of Public Benefits and Amenities

As recognized by the Commission in its Stage 1 PUD order, the Southwest Waterfront redevelopment provides an exceptional number and level of public benefits and project amenities, including urban design and planning, housing and affordable housing, employment opportunities, and implementation of the Southwest Waterfront vision under the

Comprehensive Plan. See Z.C. Order 11-03, at 13-16. These public benefits and amenities were outlined in Exhibit 60 to the record. ZONING COMMISSION District of Columbia

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Pursuant to Condition C-3 of the Stage 1 PUD order, the applicant must provide a detailed implementation plan for the public benefits and project amenities enumerated in

Exhibit 60 and in Conditions B-3 through B-6 of the order. Conditions B-3 through B-6 address workforce housing, a business improvement district or similar entity, first source employment opportunity, certified business enterprise ("CBE") participation. The implementation plan is required to identify the benefits and amenities proposed for the particular Stage 2 application being filed, the benefits and amenities that have already been implemented, the benefits and amenities yet to be implemented.

In fulfillment of this Stage 1 PUD requirement, Hoffman-Madison has prepared a Public

Benefits and Amenities Implementation Chart, which is attached as Exhibit E. In addition, specific public benefits and amenities pertaining to affordable housing, workforce housing, first source employment opportunities, CBE participation and sustainable design are discussed in greater detail below.

B. Affordable and Workforce Housing

The Stage 1 PUD requires Hoffman-Madison to set aside a total of 160,000 square feet of gross floor area to affordable housing throughout the project. Half of that amount must be affordable to households earning no more than 60 percent of the Area Median Income for the

Washington-Arlington-Alexandria, DC-VA-MD-WV Metropolitan Statistical Area ("AMI") and the remaining half affordable to households earning no more than 30 percent of AMI. The Stage 1

PUD order further requires Hoffman-Madison to provide a minimum of 70,000 square feet of affordable housing in the first Stage 2 application.

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In this Stage 2 PUD application, Hoffman-Madison proposes to construct approximately

777,173 square feet of gross floor area dedicated to residential uses, which equates to

approximately 901 units, in five different buildings. Of that amount, approximately 166,219 gross square feet, which equates to approximately 227 units, will be devoted to affordable or

workforce units. Approximately 48,543 gross square feet of the affordable housing provided, or

approximately 69 units, will be made available only to households earning up to 60 percent of the AMI. Another 48,543 gross square feet of the affordable housing, or approximately 69 units, will be set aside for households earning up to 30 percent of AMI. Additionally, approximately 39,636 gross square feet of the workforce housing, or approximately 54 units, will be made available only to households earning up to 100 percent of the AMI. Finally, approximately 29,515 gross square feet of the workforce housing, which equates to approximately 35 units, will be made available to households earning up to 120 percent of the

AMI. The breakdown of affordable units and their parcel location is summarized in the chart that follows the end of this section.

The depth, quantity, and extent of the affordable and workforce housing that is being provided at the Southwest Waterfront is unprecedented for a project of its kind in North

America. This affordable and workforce housing program represents the most comprehensive and diverse housing mix ever to be completed in the public-private partnership in the District of

Columbia. The exact layout and distribution of the units is undergoing continued refinement and improvement but it is being created to ensure that each of the mixed-income apartment buildings are proportionally distributed with 30 percent AMI, 60 percent AMI, 100 percent AMI,

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Case No. 11-03A 39 2

120 percent AMI and Market Rate units and that within these building the internal distribution

is balanced and integrated.

The Southwest Waterfront PUD is the first PUD project in the District to incorporate a

significant workforce housing component into such an economically diverse mixed-income

housing program. The workforce housing at 100 percent AMI and 120 percent AMI fulfills a much needed housing affordability gap within the District.

The need for workforce housing affordability is a broader national trend that stems from the fact that most current measures utilized by housing affordability programs, the mortgage interest deduction excluded, are only available for, or heavily weighted towards, households that are below the 80 percent AMI threshold. This is evidenced by the Community

Development Block Grant (CDBG) program which must dedicate at least 70 percent of its funds to benefit low- and moderate-income programs at or below 80 percent AMI, the HOME

Investment Partnership program which only assists households below the 50 percent, 65 percent, or 80 percent AMI levels, the federally-regulated multifamily housing bond programs which must be primarily used for households with incomes up to 50 percent and 60 percent

AMI, and the various housing trust fund programs that traditionally focus on households earning below 50 percent or 80 percent AMI.

Unfortunately, it is often the core members of our community workforce that provides essential community services – firefighters, police officers, school teachers, and emergency medical technicians – who are caught in the middle between traditional affordable housing subsidy programs and being able to afford market-rate residential units. This places an unhealthy stress on the community, hurts job recruitment/retention, and creates dangers ZONING COMMISSION District of Columbia

Case No. 11-03A 40 2

associated with community service worker shortages. The inclusion of a significant workforce housing program within the Southwest Waterfront PUD is a major step forward to providing housing options that are affordable to workers of all income levels and providing a more balanced economic stratification within a mixed-income building and across the project.

[continued on next page]

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PHASE 1 APPROXIMATE AFFORDABLE AND WORKFORCE HOUSING DISTRIBUTION

Parcel 2A Parcel 2B Parcel 4A P4B Parcel 11 TOTAL Apartment Apartment Apartment Condo Condo 30% AMI - GFA 20,824 14,780 12,929 - - 48,534 30% AMI - Studios 16 12 11 - - 39 30% AMI - 1BR 11 6 6 - - 23 30% AMI - 2 BR 3 3 1 - - 7 30% AMI Totals 30 21 18 - - 69 60% AMI - GFA 20,824 14,780 12,929 - - 48,534 60% AMI - Studios 16 12 11 - - 39 60% AMI - 1BR 11 6 6 - - 23 60% AMI - 2 BR 3 3 1 - - 7 60% AMI Totals 30 21 18 - - 69 TOTAL Affordable GFA 41,649 29,561 25,859 - - 97,068 TOTAL Affordable Units 60 42 36 - - 138 100% AMI - GFA 16,458 11,099 12,078 - - 39,636 100% AMI - Studios 10 8 11 - - 29 100% AMI - 1BR 8 4 5 - - 17 100% AMI - 2 BR 4 3 1 - - 8 100% AMI Totals 22 15 17 - - 54 120% AMI - GFA 7,977 5,671 5,275 - 10,592 29,515 120% AMI - Studios 6 3 4 - 1 14 120% AMI - 1BR 3 2 2 - 7 14 120% AMI - 2 BR 2 2 1 - 2 7 120% AMI Totals 11 7 7 - 10 35 TOTAL Workforce GFA 24,435 16,770 17,354 - 10,592 69,151 TOTAL Workforce Units 33 22 24 - 10 89 TOTAL Market GFA 141,555 103,556 80,750 179,548 105,545 610,954 TOTAL Market Units 199 138 108 130 99 674 TOTAL Affordable and Workforce GFA 66,084 46,331 43,212 - 10,592 166,219 TOTAL Affordable and Workforce Units 93 64 60 - 10 227 % of Required Affordable in Phase 1 (70,000 GSF) 59.5% 42.2% 36.9% - - 138.7% % of Required Affordable Total (160,000 GSF) 26.0% 18.5% 16.2% - - 60.7% All sf approximate

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Case No. 11-03A 42 2

In compliance with Condition B-2 of the Stage 1 PUD order, (i) the affordable units will

not be over-concentrated within a single building; (ii) the proportion of affordable studio,

efficiency and one-bedroom units to all affordable units will not exceed the proportion of

market-rate units within a mixed-income building; and (iii) the size of the affordable units will be equal to at least the size of the smallest equivalent market-rate unit.

C. Sustainable (LEED) Development Objectives

Hoffman-Madison has developed guidelines to ensure that the vertical development of

this Stage 2 application has been designed in accordance with LEED-ND Gold objectives, in

order to meet individual certification requirements and to comply with the overall larger

framework of LEED-ND criteria. See Z.C. Order No. 11-03, at 36 (Condition No. B-7). With the

exception of the church on Parcel 11, Hoffman-Madison has worked with each vertical

developer and design team of this first Stage 2 PUD application to ensure that every new

building or vertical development component will achieve a LEED-NC (new construction) or

LEED-CS (core and shell) Silver rating or higher. With the exception of the church building on

Parcel 11, each building has also been designed to meet the LEED stormwater requirements for

both quality and quantity in conformance with the certification process sought for each

building. The LEED score sheets for this Stage 2 development are included with the

architectural drawings.

The LDA between Hoffman-Madison and DMPED requires the project to incorporate

sustainable design criteria and pursue LEED 2009 for Neighborhood Development (LEED ND)

certification by the Green Building Certification Institute (GBCI) at the Gold-level or higher. ZONING COMMISSION District of Columbia

Case No. 11-03A 43 2

LEED certification at the target level requires compliance with and documentation of all

prerequisites and between sixty (60) and seventy-nine (79) points. The U.S. Green Building

Council (USGBC) established the Leadership in Energy & Environmental Design (LEED) program

as a tool to evaluate the energy efficiency and environmental impacts of building projects. The

LEED for Neighborhood Development rating system uses three categories in which projects can

obtain credits to achieve certification - Smart Location & Linkages, Neighborhood Pattern &

Design and Green Infrastructure & Building. Additional categories of Innovation & Design

Process and Regional Priority address innovative environmental strategies and those of local

significance for a region respectively. The four levels of certification (from highest to lowest)

are, Platinum, Gold, Silver and Certified. To qualify for certification a project must meet certain

prerequisites. The number of credits required is dependent on the level of certification that the

project is seeking to attain. As part of the newly launched LEED v3, the GBCI has assumed

administration of LEED certification for all commercial and institutional projects registered

under any LEED Rating System.

In keeping with the approved State 1 PUD and the LDA, the project will also be designed

and developed in its entirety to meet the requirements of the D.C. Green Building Act of 2006

that came into effect March 8, 2007. All individual buildings within the project, with the

exception of St. Augustine’s Church on Parcel 11, will pursue LEED certification with the GBCI at the Silver level or higher in compliance with the appropriate individual building certification system, New Construction (NC), Core & Shell (CS) or Commercial Interiors (CI).

Interdisciplinary analysis including representatives of the developer/owner, the master planning team, the engineering team, the landscape design team and transportation ZONING COMMISSION District of Columbia

Case No. 11-03A 44 2

professionals has been facilitated throughout the design development process in order to

ensure that LEED certification is achieved through an integrated & collaborative design process.

Team meetings focus on understanding credit synergies and interdependence associated with the LEED credits across all credit categories.

A preliminary scorecard has been developed in order to keep the overall LEED ND sustainability goals on track. Credits have been identified as achievable based on economic and design feasibility and to maximize potential environmental benefits. The scorecard will be reviewed at all major milestones to keep the process dynamic and the scorecard continuously evolving along with the project, adapting to design or budget constraints that may arise as the project develops. The credit tally will be constantly evaluated to be at a comfortable margin for achieving the targeted certification level since it is not uncommon for a few credits to become unattainable due to any number of factors. Additional, individual buildings will follow the same process to ensure that individual building certification goals are met.

The preliminary scorecard developed for the project indicates the project is on track for meeting its goal of LEED Gold for Neighborhood Development. Tracked points will be re- evaluated throughout design and construction. All categories have been given equal importance to arrive at a scorecard that is truly representative of a sustainable neighborhood.

Sustainable strategies include creating pedestrian friendly streets by limiting speeds and the design of the streetscape; creating civic, public use spaces and basic services that are accessible on foot, and energy efficiency at the macro level by exploring solutions such as cogeneration, district heating/cooling that will be best suited to the project. The project will target social and economic equity by providing affordable rental and for sale housing at a ZONING COMMISSION District of Columbia

Case No. 11-03A 45 2

variety of AMI levels, including 30 percent AMI, 60 percent AMI, 100 percent AMI, 120 percent

AMI and market rate. In order to ensure that the design process is an inclusive one, the team has already engaged in more than 200 community meetings to-date and will continue to solicit

significant public involvement going forward as well. The project will serve to create public

awareness by creating educational outreach programs, case studies, tours, and similar

educational elements to highlight the sustainable features of the project.

The project team understands the sensitivity of the site location due to the close proximity to the Washington Channel and the project’s overall impact on the Potomac River watershed. Therefore, as priority, the project has incorporated extremely progressive strategies during the master planning process that will address the management and treatment of the large volumes of stormwater generated on site. This is being done through the use of extensive Low Impact Development zones along Maine Avenue and the Wharf, and within the

7th Street Park and Waterfront Park and through the construction of a monumental stormwater reuse cistern that runs the entire length of the Stage 2 / Phase 1 project. The monumental cistern will collect up to the 3.2-inch storm event from the main parcel / Wharf area as required by the Anacostia Waterfront Development Zone stormwater regulations and will reuse it for on- site uses such as condenser water make-up (primarily through the makeup requirement for the

CHP/Cogen plant). This stormwater reuse program treats stormwater as resource instead of a

liability, will be one of the most progressive in the nation, and will help to improve the health of

the Potomac River Watershed and the overall Chesapeake Bay.

Additionally, all individual buildings within the project, with the exception of the St.

Augustine’s Church, will meet or exceed the LEED NC & ND stormwater credits as appropriate ZONING COMMISSION District of Columbia

Case No. 11-03A 46 2

to the rating system that certification is being sought under. Individual buildings will also

perform periodic water quality testing on the generated stormwater runoff from the site.

D. Business Improvement District

Hoffman-Madison will create and manage during a specified developer control period, a

Project Association for the Project that will be responsible for maintenance and improvements

of the private roadways, alleys, bicycle paths, promenade, sidewalks, piers, parks, and signage,

within the Project Site boundary. Additionally, the Project Association will be responsible for

programming and staging events within the Project Site boundary. The Project Association will

fund maintenance and programming elements of the project’s common elements through a

Common Area Maintenance (CAM) assessment charge to each development component within

the Project Site boundary.

E. CBE and First Source Employment Opportunities

As noted during the Stage 1 PUD process, the Applicant has enter into a Certified

Business Enterprise (“CBE”) Agreement, with the D.C. Department of Small and Local Business

Development (“DSLBD”) in order to achieve, at a minimum, a thirty-five percent participation

by small, local, and disadvantaged businesses in the contracted development costs for the

design, development, construction, maintenance, and security for the project to be created as a

result of the PUD. Since its selection as master developer, Hoffman-Madison has established

relationships with the Business Development Councils and related organizations in its target

wards – Wards 5, 6, 7 and 8 – to introduce the project and the exceptional business opportunities it will present. The Applicant is working closely with the DSLBD to maximize opportunities for CBEs during the pre-development period. Business opportunities are posted ZONING COMMISSION District of Columbia

Case No. 11-03A 47 2

on the DSLBD website, and the Applicant will give opportunities to CBE businesses for smaller

contracts, such as catering, trash collection, and delivery service. The Applicant will continue to

work cooperatively with DSLBD, its contractors and with the Business Development Councils

and other local community organizations to maximize opportunities for CBE firms throughout the process.

In addition to the CBE requirement, Hoffman-Madison has committed that 20 percent of

the retail space will be set aside for “unique” and/or “local” businesses, which will include CBEs.

The Applicant will work collaboratively with business and community organizations throughout the District to identify and, where possible, mentor potential small restaurateurs and retailers to help them lease and successfully operate these designated retail spaces. The Applicant also plans to have kiosks along the promenades, and in parks and other public spaces, where even smaller local businesses can try out their retail concepts on a low-risk basis; those kiosk operators who are successful will have the opportunity to move indoors, into one of the spaces reserved for unique and local business enterprises, thereby growing their business.

VIII. TRANSPORTATION STUDY

Hoffman-Madison's traffic consultant, Gorove/Slade Associates, has been continuing its consultation process with the District's Department of Transportation ("DDOT") on the

Southwest Waterfront project since the Commission's hearings on the Stage 1 PUD application last summer. The meetings have included bi-weekly project updates with representatives from

DDOT, the District's Department of the Environment, DMPED, and D.C. Water; discussions with

DDOT's Urban Forestry Division to review tree preservation plans along Maine Avenue and site

ZONING COMMISSION details along Maine Avenue and the Wharf; discussions on potential streetcarDistrict routingof Columbia in the

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future how that affects present site design; coordination on other transportation

accommodations on site, including bus stops, safe pedestrian routes, and bicycle travel and

parking; and meetings on the maintenance of traffic concepts during construction.

Gorove/Slade has also had multiple meetings with DDOT to discuss the parameters of a

transportation impact study ("TIS") for this first phase of the Southwest Waterfront Stage 2

PUD application. The result of these meetings is a TIS scoping document, which builds on the

Stage 1 TIS. The Stage 2 TIS will include a revised analysis of traffic capacity that will update

predicted volumes based on refinements to the program and will also specifically analyze impacts when Phase 1 is expected to open. In addition, the Phase 1 TIS scope also includes a survey of on-street parking in the surrounding neighborhood and will contain a more detailed transportation demand management ("TDM") plan in comparison to the Stage 1 TIS. A memorandum from Gorove/Slade describing the scope of its study and its continuing coordination with DDOT is attached as Exhibit C.

Pursuant to its discussions with DDOT, Gorove/Slade will provide a detailed TIS to DDOT

a minimum of 45 days prior to any hearing that the Zoning Commission schedules on this Stage

2 application. Gorove/Slade's discussions with DDOT, however, will be ongoing throughout the

PUD process.

IX. CONCLUSION

For the foregoing reasons, the Applicant submits that the application meets the

standards of Chapter 24 of the Zoning Regulations; meets the standards and requirements of

the Stage 1 PUD order; is consistent with the purposes and intent of the Zoning Regulations and

Zoning Map; is consistent with the land use objectives of the District of ZONINGColumbia; COMMISSION will enhance District of Columbia

Case No. 11-03A 49 2

the health, welfare, safety and convenience of the citizens of the District of Columbia; provides

significant public benefits and project amenities; advances important goals and policies of the

District of Columbia and, therefore, should be set down for a hearing by the Zoning

Commission.

Respectfully submitted,

HOLLAND & KNIGHT LLP

By: _____/s/______Norman M. Glasgow, Jr.

By: ____/s/______Mary Carolyn Brown

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