PROJECT NARRATIVE AND JUSTIFICATION STATEMENT

7000 WISCONSIN AVENUE SKETCH PLAN NO. 320190090 PROJECT NARRATIVE AND JUSTIFICATION STATEMENT I. INTRODUCTION Starr Capital LLC and Woodfield Development Company (collectively, the Applicant ) are the developers of the property located at 6936 through 7000 Wisconsin Avenue (the Property ), located at the northwest corner of the intersection of Woodmont Avenue and Wisconsin Avenue, in the Wisconsin Avenue Corridor of Downtown Bethesda. The Property is located in close proximity to a number of retail, residential, and employment uses in and adjacent to the Bethesda Central Business District. The Property is located within a quarter mile of the new southern entrance to the Bethesda Metro Station as well as the new Purple Line Station that are both currently under construction. The Property is comprised of approximately 30,773 square feet of gross tract area, which is the basis for density calculations described herein. 1 The Property includes parts of several subdivision lots that are identified on Record Plats for the George P. Sacks subdivision, which are proposed to be consolidated into one legally recorded lot as part of subsequent Preliminary Plan of Subdivision application. 2 The single lot will likely be further subjected to a vertical and horizontal condominium later in the entitlement process. The Property is currently zoned CR-3.0, C-3.0, R-2.75, H-120 and the Bethesda Overlay Zone (the BOZ ) pursuant to the Bethesda Downtown Sector Plan (the Sector Plan ) adopted in May 2017 and accompanying Sectional Map Amendment No. H-122 (the SMA ). As noted above, the Sector Plan identifies the Property to be within the Wisconsin Avenue Corridor District. The Applicant is submitting an application for sketch plan approval (the Sketch Plan or Application ) under the optional method of development in the CR Zone in accordance with Section 7.3.3 of Zoning Ordinance as modified by the BOZ. As described in greater detail below and pursuant to the BOZ, the Application proposes the construction of additional density beyond 1 An exhibit illustrating the gross tract area of the Property is included with this Sketch Plan application. 2 The Property includes the following tax accounts: 07-00436563, 07-00677990, and 07-00677330. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 1

the zoned density of 3.0 Floor Area Ratio ( FAR ) for the Property with a building height of up to 132 feet. The ability to get to 132 feet in height is premised upon the proposal to locate a theater in the development project (a Sector Plan condition to get from 110 feet in height to120 feet) and the proposal by the Applicant to include 17.6% Moderately Priced Dwelling Units ( MPDUs ) as part of the redevelopment of the Property. In addition, the proposed mixed-use development will include up to 195,000 square feet of residential uses (up to 200 multifamily dwelling units, including MPDUs) and up to 15,000 square feet of commercial uses 3 (the Project ). II. THE PROPERTY AND SURROUNDING AREA The Property is located in the southern portion of the Wisconsin Avenue Corridor district, with close proximity to the new southern entrance of the Bethesda Metro Station and Purple Line Station currently under construction. The Property is currently improved with a single story retail building of approximately 25,000 square feet of leasable area as well as a surface parking lot with 15 parking spaces, with current tenants including Mattress Firm, Orvis, and a martial arts studio. Vehicular access to the Property is currently provided through a curb-cut on Wisconsin Avenue as well as through a 20-foot public alley located to the rear of the Property 4 with connections to Woodmont Avenue and Bradley Boulevard. The Property is located to the south of a single-story FedEx store and the recently developed Bethesda Solaire project that is located across Woodmont Avenue. The Bethesda Solaire project is 120 feet tall and includes approximately 145 multifamily dwelling units and True Food Kitchen at the ground-floor. Immediately to the south of the Property are a number of retail buildings, including a Verizon store and Sleepy s Mattress store, and further to the south is the Adagio Apartments closer to the intersection of Bradley Boulevard and Wisconsin Avenue. The Adagio Apartments is approximately 90 feet tall and includes approximately 92 multifamily condominium units as well as ground-floor retail uses. The Strathmore garden-style apartments are located immediately to the west of the Property across the public alley. A number of singlestory retail buildings are located to the east of the Property across Wisconsin Avenue, and to the 3 15,000 square feet of commercial uses is inclusive of the space allocated for a proposed theater. 4 The 20-foot public alley was created by record plat titled Lot 2, Block 2 of the Bradley Hills Subdivision, which is recorded in the Land Records of Montgomery County at Plat No. 1146. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 2

southeast of the Property is a mixed-use commercial project with a Target, Trader Joes and several other stores. A 110-foot tall office building is located to the northeast of the Property in the northwest quadrant of the intersection of Leland Street and Wisconsin Avenue. A number of public parking facilities are in close proximity to the Property, including the Leland Street Lot (Lot 10) with 99 parking spaces, the Farm Women s Market Lot (Lot 24) with 216 parking spaces, and the Capital Crescent Garage (Garage 31) with 984 parking spaces The Sector Plan provides that the southern portion of the Wisconsin Avenue Corridor is located at the second most viable retail intersection in Downtown Bethesda Wisconsin Avenue and Bradley Boulevard. (Sector Plan, p. 97). The Sector Plan also indicates that the most significant obstacle to growth for this portion of the Wisconsin Avenue Corridor is its rigid building designs and layouts that are difficult to adapt to more retail-appropriate spaces, and, therefore, more flexible tenanting. (Sector Plan, p. 97). This Application will allow for a redevelopment that creates an enhanced building design and upgraded streetscape that is necessary for successful and varied retail uses. In addition to the foregoing, the Sketch Plan prioritizes the primary goals of the Sector Plan through the provision of increased affordable housing in the form of 17.6% MPDUs, as well as the other priorities of economic competiveness, parks and open space and environmental innovation. III. THE PROJECT The Application proposes a mixed-use development with up to 200 multifamily dwelling units, up to 15,000 square feet of ground-floor commercial uses, underground parking, public/private open space, and private amenities. The Project will provide 17.6% MPDUs in accordance with one of the Sector Plan s primary objectives of increasing affordable housing opportunities in Downtown Bethesda. In order to avail the Project with the maximum zoned building height of 120 feet, the Sketch Plan is designed with a 4,000 square-foot commercial area that is intended to accommodate a theater. (Sector Plan, p. 102 without a theater the Sector Plan limits height to 110 feet). While the specific type or design of theater is not fully defined at this time, the Applicant will restrict this portion of the Project s commercial area to allow a theater through a condition of Site Plan approval. Additionally, the Applicant is seeking an additional 12 feet of building height beyond 120 feet (a total of 132 feet in building height) through the provision of greater than 17.5% MPDUs as authorized by Section 59-4.9.2.C.3.b of the Zoning Ordinance. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 3

The Sketch Plan provides space for a public through-block connection along the northern boundary of the Property in accordance with the Sector Plan and Bethesda Downtown Plan Design Guidelines (the Design Guidelines ). 5 While the full public through-block connection can only be realized when the adjacent properties with frontage on Wisconsin Avenue and Strathmore Street are redeveloped, the Sketch Plan allows for public/private open space as an interim condition that will also serve to break up the massing of this block of Wisconsin Avenue. The Application is consistent with the Sector Plan goal to [e]ncourage reinvestment on underutilized commercial sites and private surface parking lots by creating a vibrant mix of multifamily residential and commercial uses in place of an underutilized commercial site that includes surface parking along a prominent retail node in Downtown Bethesda. (Sector Plan, p. 97) Architectural Concept The design of the Project fulfills the primary planning and urban design goals outlined in the Sector Plan, including allowing for a significant improvement to the pedestrian environment with upgraded streetscape along this portion of Wisconsin Avenue. While the Sketch Plan mostly focuses on building massing, leaving the design details to site plan review, the Project is designed with a strong base that will create a continuous street wall in order to create a built environment where a mix of commercial uses can succeed. The Project s massing will also incorporate a human-scaled tower element with articulation that enhances the pedestrian experience at the street level and allows for access to light and air. The proposed massing addresses the nature of the development being at a mid-block condition and fronting on Wisconsin Avenue to the east side with a public alley at the rear at a lower level to the west. The design of the proposed 13 stories on Wisconsin Avenue will have a highly articulated façade that will define a strong retail base, middle and top. The middle of the building will have a frame that will relate to the datum and character of some of the surrounding buildings 5 Pursuant to Section 59.7.3.3.E of the Zoning Ordinance, substantial conformance with the recommendations of the Design Guidelines is not a required finding for approval of a sketch plan application. While the Design Guidelines are referenced in this Project Narrative and Justification Statement for informational purposes, a more detailed analysis of the Project s compliance with the Design Guidelines will be provided at the time of Site Plan application (which does require substantial conformance with the Design Guidelines). 7000 WISCONSIN AVENUE MARCH 2019 PAGE 4

and the top will have a lighter nature. The Project s ground floor will be comprised entirely of a retail and residential lobby with amenities, and there will be a covered 2 story open space at the north perpendicular to Wisconsin Avenue. There will be a lower level of parking and retail for purposes of a potential theater related use (as described above). There will be up to 2 additional levels of below grade parking. The typical floor of the building will be in an L-shape which will reduce the amount of party-walls above grade but also allow the court to face in the southwest direction creating light and air for the proposed dwelling units. The roof will have a common terrace, and mechanical penthouses. Access and Circulation The Project is designed with all vehicular access and loading to occur along the 20-foot public alley at the rear of the Property. While there is an existing curb-cut that provides vehicular access to the Property on Wisconsin Avenue, the Application proposes to eliminate this access point to allow for more efficient pedestrian and bicycle circulation patterns along the Wisconsin Avenue corridor. The proposed vehicular access from the public alley is consistent with Section 59-6.1.4.C of the Zoning Ordinance, which states if on-site parking is accessible from an improved alley with a right-of-way of at least 20 feet in width access must be from the alley. Up to 120 parking spaces are proposed in the below-grade parking garage. All loading and trash service operations will be provided from the public alley through one loading bay, which will allow for 30-foot service trucks to back-in and head-out from the public alley. The truck turning templates submitted with the Application demonstrate safe and efficient loading operations for a 30-foot service truck accessing the Property through the public alley. The Project will also include approximately 100 bicycle parking spaces for the multi-family dwelling units and commercial uses. Since the public alley is currently used by vehicles to bypass Wisconsin Avenue between Woodmont Avenue and Bradley Boulevard, the Applicant plans to coordinate with the Montgomery County Department of Transportation (MCDOT) and the adjacent property owners to explore the possibility of allowing for two-way traffic on Strathmore Street so that vehicles could more efficiently reach Bradley Boulevard from Woodmont Avenue. The Applicant intends to continue to work with MCDOT, M-NCPPC staff, other affected property owners, and the 7000 WISCONSIN AVENUE MARCH 2019 PAGE 5

community in order to identify and implement changes to the area circulation system to make the vehicular, pedestrian, and bicycle circulation as safe and efficient as possible. Proposed Public Use Space and Streetscape and Landscape Concept No public open space is required for the Application because the Property consists of less than one acre of tract area and fronts on two public rights-of-way. However, the Applicant is proposing approximately 1,440 square feet of public/private open space along the northern portion of the Property that will ultimately allow for the through-block connection envisioned by the Sector Plan to be delivered when the adjacent properties redevelop. Approximately 1,948 square feet of land is proposed for additional right-of-way dedicated from the Property along Wisconsin Avenue (60 feet from the centerline) in accordance with the Sector Plan. The Sketch Plan incorporates a minimum build-to-line of 25 feet on Wisconsin Avenue in order to provide a free and clear pedestrian through zone and sufficient plantings along Wisconsin Avenue. The Sketch Plan proposes three (3) street trees along the Property s frontage in accordance with the Bethesda Streetscape Standards. Green Features and Stormwater Management Per the USDA NRCS Web Soil Survey, the existing soil on the Property is identified as type 400 (urban land). This soil is classified as hydrologic soil group D which allows virtually no infiltration of water into the underlying soils. Per the Maryland Stormwater Design Manual (2009), soil group D restricts the use of a number of ESD treatment facilities including pervious pavements (alternative surfaces), landscape infiltration, dry wells and rain gardens. In accordance with Chapter 5 of the Maryland Stormwater Design Manual (2009) Green Roof and Micro Bioretention Planter boxes are proposed on site to meet Environmental Site Design (ESD) to the maximum extent practicable (MEP). The Project is designed to provide a minimum of 35 percent green cover on site through a combination of intensive green roof and bioretention planter boxes. The Applicant will also design the Project so that the proposed building exceeds the ASHRAE standard 90.1 by a minimum of 17.5% pursuant to the Sector Plan and requirements of the BOZ. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 6

BOZ Density and Incentive Building Height The Project proposed up to 195,000 square feet of multifamily residential uses (±200 dwelling units) and 15,000 square feet of retail uses (including a 4,000 square-foot theater). The Project is designed with a maximum building height of 132 feet, which is permitted through the delivery of a future theater and inclusion of greater than 17.5% MPDUs. Since the zoned density for the Property allows for up to a 3.0 total FAR, approximately 92,199 square feet of gross floor area can be constructed under this base density. Since building height is now the controlling factor for building envelope in Downtown Bethesda in accordance with the Sector Plan and BOZ, the Applicant is seeking an allocation of density from the BOZ to fill in the allowable building height of 132 feet. More specifically, the Project will be seeking an allocation of up to 117,801 square feet of gross floor area from the BOZ at the time of Site Plan approval. Pursuant to Section 59.4.9.2.C.3.c.i of the Zoning Ordinance, [a] Park Impact Payment is not required for the gross floor area allocated for MPDUs. The Project is currently designed with approximately 28,000 square feet of gross floor area for MPDUs; thus, approximately 89,801 square feet of BOZ density is anticipated to be subject to a Park Impact Payment contribution. IV. THE PROJECT SATISFIES THE REQUIREMENTS FOR APPROVAL OF A SKETCH PLAN FOR OPTIONAL METHOD DEVELOPMENT IN THE CR ZONE AND THE BOZ The Application satisfies all of the requirements for approval of a Sketch Plan under the optional method of development in the CR Zone and the BOZ, as provided in Section 59.7.3.3 of the Zoning Ordinance and discussed fully below. (1) The Sketch Plan meets the objectives, general requirements, and standards of this Chapter. Intent Statement of the CR Zones Section 59.4.5.1.A of the Zoning Ordinance lists the intents of the CR Zones. The Sketch Plan meets all of these intents, as follows: (a) Implements the recommendations of the Sector Plan. The Property is located within the area identified in the Sector Plan as the southern portion of the Wisconsin Avenue Corridor. recommendations of the Sector Plan: As described below, the Sketch Plan satisfies the goals and 7000 WISCONSIN AVENUE MARCH 2019 PAGE 7

Rezone Map #109 from its current zone to increase the commercial density from 2.0 FAR to 3.0 FAR and increase the maximum allowable building height to 120 feet to provide flexible development opportunities and allow future development, including a movie theatre. If the project does not include a movie theatre, the height should be limited to 110 feet. (Sector Plan, p. 102) The Sector Plan identifies the Property as a portion of Map #109, which recommends appropriate zoning for a mixed-use project with increased affordable housing and varied retail uses. The Sketch Plan also incorporates retail space for a potential theater, which allows for the Project to achieve 120 feet of building height prior to accounting for the extra 12 feet allowed through the provision of 17.6% MPDUs. As a result, this Application substantially conforms with the specific zoning recommendations for the Property. Affordable housing, including the preservation of existing market-rate affordable housing, providing a mix of housing options and the provision of Moderately Priced Dwelling Units in exchange for development incentives. (Sector Plan, p. 6) The Application s inclusion of 17.6% MPDUs through this Project will result in up to 36 additional MPDUs in Downtown Bethesda. The provision of MPDUs in the southern portion of the Wisconsin Avenue Corridor will allow for additional affordable housing opportunities in close proximity to transit, retail, and employment centers. Environmental innovation, including more energy efficient buildings, better stormwater management, improved sidewalks and bicycle routes, and other ecofriendly measures to enhance community health and quality of life. (Sector Plan, p. 6) Intensive green roof and/or bioretention planter boxes are proposed to cover a minimum of 35% of the Property s lot area to increase the overall green cover in accordance the Sector Plan s urban ecosystems recommendations. The Project design will also exceed the ASHRAE 90.1 standard by a minimum of 17.5%, as required by the BOZ. Economic competitiveness based on new development, public amenities and proximity to public transit to attract businesses and visitors from throughout the region, and foster entrepreneurship and innovation. (Sector Plan, p. 6) As identified in the Sector Plan, the southern portion of the Wisconsin Avenue corridor is faced with significant obstacles to future growth and change [in the form of] rigid building designs and layouts that are difficult to adapt to more retail-appropriate spaces and, therefore, more 7000 WISCONSIN AVENUE MARCH 2019 PAGE 8

flexible tenanting. (Sector Plan, p. 97). This Application proposes to introduce additional residents and a strong base building with street activating commercial uses and pedestrian friendly streetscape improvements that will grow the number of customers for nearby commercial uses. Accordingly, the Sketch Plan is designed to respond to the existing constraints for retail uses along the southern portion of the Wisconsin Avenue Corridor, which will help drive the employment and economic competiveness of this area. Parks and open spaces, including new civic greens at Veteran s Park, Bethesda Farm Women s Cooperative Market, Capital Crescent Trail and new urban parks, pathways and gateways. (Sector Plan, p. 6) In connection with the BOZ density requested for the Project, the Applicant is proposing to make a PIP contribution of nearly $900,000 (for approximately 89,681 square feet of BOZ Density). This substantial PIP will help to fund M-NCPPC s acquisition and development of important public open spaces in Downtown Bethesda. In addition to providing a PIP contribution, the Project incorporates public open space (where none is required) that will ensure that the Sector Plan recommended through-block connection from Wisconsin Avenue to Strathmore Street is able to be realized when the adjacent properties redevelop. Expand the existing Non-Auto Driver Mode Share (NADMS) to include residents and increase the averaged combined NADMS goal to 55 percent. (Sector Plan, p. 15) The Applicant will enter into a Traffic Mitigation Agreement (TMAg) with MCDOT and M- NCPPC to help achieve the Sector Plan s NADMS goal of 55% in connection with future Preliminary Plan and Site Plan applications for the Project. The Application incorporates reduced parking in an effort to encourage alternatives to single-occupancy vehicles. In the High-Performance Area, buildings must meet the public benefits category for CR Energy Conservation and Generation 59-C-15.856 (b). An optional method building over 4 stories must exceed the current ASHRAE 90.1 requirement by at least 15 percent. (Sector Plan, p. 17) The Project will be constructed with energy efficient systems that exceed the current ASHRAE 90.1 requirements by at least 17.5 percent. Through-block Connection: Provide public connections for people to walk and bike through large blocks. (Sector Plan, p. 73) 7000 WISCONSIN AVENUE MARCH 2019 PAGE 9

The Project incorporates public/private open space along the northern portion of the Property in order to meet the Sector Plan recommendation for a through-block connection along this portion of the block. This covered through-block connection will have a minimum width of 15 feet and minimum clearance of 2 stories above the pedestrian pathway. While the ultimate through-block connection from Wisconsin Avenue to Strathmore Street can only come to fruition when the adjacent properties redevelop, the Sketch Plan allows for this portion of the through-block connection to function as public open space as an interim condition that may be activated by retail uses wrapping the corner of the proposed building. Base: Articulate large building bases to ensure that facades are not exceedingly long, uninterrupted and rigidly uniform. (Sector Plan, p. 73) The retail base will be expressive in a tall 2 story nature. The entire ground floor will be comprised of retail and amenities, with sufficient clear height planned to accommodate both of these uses. In addition to the taller ground floor, the second story façade is planned to be part of the aesthetic character of the base of the building. There will be a 2 story covered open space at the north side of the Project that is perpendicular to the sidewalk, and the tall base will wrap into this open space creating relief and diversity in the streetscape. Separation: Separate towers to allow access to light and air, and reduce impact of shadows on the public realm. (Sector Plan, p. 73) The Property is on the West side of Wisconsin Avenue and therefore positioning the building with an L-shape design makes the least impact to the surrounding neighbors while also enhancing the public realm. The proposed covered open space on the ground floor of the north allows for its alignment visually and physically to the lower private alley which is shared with the adjacent property to the north. Top: For buildings in prominent locations and with significant height, consider creating a special top that contributes to the quality of the skyline. (Sector Plan, p. 73) The proposed design will create an animated top by a varied transition between the middle of the building and the top floors. This approach is being considered due to the mid-block nature of the Property. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 10

Setback: Allow a sufficient setback from the curb for a clear pedestrian walkway lined by plantings and furnishings per the Bethesda Streetscape Standards. (Sector Plan, p. 73) Wisconsin Avenue is classified as an Urban Boulevard in accordance with the Design Guidelines. (Design Guidelines, p. 14). The Sketch Plan incorporates a minimum build-to-line of 25 feet along Wisconsin Avenue, which will accommodate a pedestrian through-zone and sufficient landscape plantings. The existing streetscape conditions along the Property s Wisconsin Avenue frontage are not pedestrian friendly, and the Application will allow for substantial streetscape improvements to the benefit of public realm. Bulk: Limit tower floor plates, vary geometry and articulate facades to reduce building bulk. (Sector Plan, p. 73) The L shape footprint of the tower in intentional to provide an open court facing southwest which will limit impact to neighboring properties and provide visual interest as seen from all sides of the Project. Encourage infill and reinvestment on underutilized commercial sites and private surface parking lots. (Sector Plan, p. 97) The Project will allow for redevelopment of a single-story commercial building and ancillary surface parking lot with multi-family residential uses and activating ground-floor retail uses. Encourage mixed-income/affordable housing near transit stations. (Sector Plan, p. 97) The Project will add up to 36 MPDUs that are within a quarter mile of the future southern entrance to the Bethesda Metro Station and future Purple Line Station, which places affordable housing opportunities at a transit-oriented location. Improve the pedestrian environment with upgraded streetscapes. (Sector Plan, p. 97) The redevelopment of the Property will allow for significant improvements to the pedestrian environment along this block of Wisconsin Avenue. The addition of street-activating commercial uses and a wider streetscape than presently exists will allow for enhanced pedestrian activity along the southern portion of the Wisconsin Avenue. The Project s inclusion of open space that will ultimately (when the adjacent properties redevelop) create a public through-block 7000 WISCONSIN AVENUE MARCH 2019 PAGE 11

connection that will also enhance the pedestrian realm. Lastly, the elimination of an existing curb-cut on Wisconsin Avenue and provision of all vehicular access and loading through the public alley will allow for safe and efficient pedestrian circulation patterns on Wisconsin Avenue. (b) Targets opportunities for redevelopment of single-use commercial areas and surface parking lots with a mix of uses. The Property is currently improved with a several low-scale retail buildings and surface parking spaces. The existing development on the Property does not represent the highest and best land use for a site along the Wisconsin Avenue Corridor. The development of up to 200 multifamily residential dwellings and 15,000 square feet ground floor retail uses accomplishes many of the Sector Plan s priorities for the High Performance Area of Downtown Bethesda. (c) Encourages development that integrates a combination of housing types, mobility options, commercial services, and public facilities and amenities, where parking is prohibited between the building and the street. The Project takes advantage of the Property s proximity to the future southern entrance of the Bethesda Metro Station and Purple Line Station currently being constructed. The addition of up to 200 multifamily dwelling units (including 17.6% MPDUs) will include allow for a combination of housing price options in Downtown Bethesda. The elimination of a surface parking lot that is located on Wisconsin Avenue will allow for parking to be located in an underground parking garage. (d) Allows a mix of uses, densities, and building heights appropriate to various settings to ensure compatible relationships with adjoining neighborhoods. The Project includes a mix of residential and retail uses that are appropriate for the High Performance Area of Downtown Bethesda. The redevelopment of an underutilized commercial site with surface parking with multifamily dwelling units and ground-floor retail is compatible with the adjacent residential, office, and retail uses. The Sketch Plan will allow for up to 132 feet in building height through the inclusion of space for a theatre and 17.6% MPDUs, with building heights stepping up to over 200 feet in the urban core of Downtown Bethesda just several blocks to the north. (e) Integrates an appropriate balance of employment and housing opportunities. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 12

A mix of up to 200 multifamily residential dwellings and up to 15,000 square feet of retail uses in the Wisconsin Avenue Corridor will help to create a more balanced mix of uses along this primarily retail oriented block. (f) Standardizes optional method development by establishing minimum requirements for the provision of public benefits that will support and accommodate density above the standard method limit. The Project will provide more than the minimum required public benefit points (100 points) from five different benefit categories, as described in the Public Benefits Table included with this Application and further delineated below. General Requirements for Optional Method Development in the CR Zone Section 59.4.5.4.A of the Zoning Ordinance lists the general requirements for development under the optional method in the CR Zone. The Sketch Plan meets all of these general requirements, as follows: (a) Procedure for approval. The submittal of this Application and accompanying materials satisfies this requirement. The public benefit points will be refined through the filing of a subsequent Site Plan application. (b) Public benefit points and categories. The Application contains Incentive Density Calculations outlining how this optional method development Project will provide the following significant public benefits in order to realize the maximum permitted density on the Property through the CR Zone and BOZ. The Project is anticipated to provide in excess of the minimum 100 public benefit points required. Pursuant to Section 59-4.9.2.C.3.d of the Zoning Ordinance, one less public benefit point category must be satisfied for a project providing more than 15% MPDUs. Since the Project provides a minimum of 17.6% MPDUs, only 3 public benefit point categories must be satisfied. The Sketch Plan also demonstrates how the Project will satisfy all public benefit point requirements established under the BOZ. All public benefits will comply with the specifications prescribed by the CR Zone 7000 WISCONSIN AVENUE MARCH 2019 PAGE 13

Incentive Density Implementation Guidelines and BOZ (guided by the Sector Plan recommendations). 6 (i) Major public facilities. The Applicant is not requested any public benefit points for providing a major public facility. (ii) Connectivity and mobility. The Application is entitled to receive public benefit points for connectivity and mobility (approximately 37 points) as noted: Minimum parking. The Project will provide fewer than the maximum number of parking spaces under the Zoning Ordinance (as modified by the BOZ). A maximum of 272 parking spaces are permitted for the Project and the minimum required is 183 spaces. The Applicant is proposing approximately 120 parking spaces, which yields approximately 17 public benefit points ([(272-120)/(272-183)]*10=17 points). Therefore, the Applicant anticipates achieving 17 points in this category. Through-Block Connections.. The Applicant is providing land area to accommodate the Sector Plan recommended through-block connection from Wisconsin Avenue to Strathmore Street. While the full through-block connection can only be realized through future redevelopment of the adjacent properties, the Sketch Plan provides a portion of a covered through-block connection that will serve as public open space in the interim. The through-block connection will be a minimum of 15 feet wide and allow for a minimum of 2 stories of clearance beneath the covered portion of this pedestrian pathway. Since the BOZ increases the allowable public benefit points for this category, the Applicant is seeking 20 public benefit points for providing the through-block connection. (iii) Diversity of uses and activities. The Applicant is entitled to receipt of public benefit points for diversity of use and activities (approximately 39 public benefit points). 6 The Incentive Density Calculations included with the Application contains in detail the methodology used in calculating each public benefit point category. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 14

Moderately Priced Dwelling Units. The Project is designed with a minimum of 17.6% MPDUs. The BOZ allows for 15 public benefit points for every 1% of MPDUs provided above the minimum 15% required. Therefore, the Applicant is requesting 39 public benefit points for provision of additional MPDUs. (iv) Quality building and site design. The Application is entitled to receive public benefit points for quality building and site design (approximately 47.2 points) as noted: Exceptional design. The design of the Project fulfills the identified criteria in the CR Zone Incentive Density Implementation Guidelines as well as various recommendations of the Sector Plan and Design Guidelines. The Applicant is seeking 20 public benefit points for exceptional design on the basis of incorporating as high quality of articulation, streetscape, and material transitions. Precedent examples are provided with the Sketch Plan illustrating how the base of a building can be strengthened by the quality and attention to the details, including the proximity to the human scale and interaction as well as the top of a building binge strengthened by the intentional contrast and articulation of its portion. Additional narrative will provided through the Design Advisory Panel submittal. Public Open Space. Up to 1,440 square feet is proposed as privately owned public open space along Wisconsin Avenue at the northern section of the Property through a covered through-block connection. Based upon the formula provided in the CR Zone Incentive Density Implementation Guidelines ((1,440 sq. ft. / 19,966 sq. ft.) *100), the Applicant anticipates receipt of up to 7.2 public benefit points for providing this public open space. Structured parking. The Project will include structured parking, with approximately 120 below-grade spaces provided in a parking garage. Based upon the formula provided in the CR Zone Incentive Density Implementation Guidelines ([(0/120) * 10] + [(120/120] * 20 = 20 points), the Project is entitled to 20 points in this public benefit category. (v) Protection and enhancement of the natural environment. The Application is entitled to receive public benefit points for protection and enhancement of the natural environment (approximately 19.1 points) as noted: 7000 WISCONSIN AVENUE MARCH 2019 PAGE 15

Building lot termination (BLT). The Applicant anticipates implementing up to 194,613 square feet of incentive density as part of the Project. 7.5% of the Project s incentive density amounts to 14,596 square feet, or 0.4633 of a BLT easement. As such, the Applicant will be required to make a payment to the County s Agricultural Preservation Fund for up to 0.4633 BLT easements, which results in approximately 1.8 public benefit points (0.4633 x 9 = 4.1points). Energy conservation and generation. The Project will incorporate high efficiency building materials and mechanical systems to exceed the ASHRAE 90.1 standard by at least 17.5 percent. Therefore, the Applicant anticipates receipt of 15 public benefit points in this category. (c) Building type. The Project proposes a multi-use building. Section 59.4.5.4.A.3 of the Zoning Ordinance notes that all building types allowed under Section 59.4.1.6 are allowed in the CR Zone under optional method development, and Section 59.4.1.6 permits multi-use buildings. (d) Compatibility standards. Section 59.4.1.8.A of the Zoning Ordinance identifies setback compatibility standards for properties in the CR Zone that abut a property in an Agricultural, Rural Residential, or Residential Zone that is vacant or improved with an agricultural or residential use, and that proposes development of an apartment, multi-use or general building type. The Property does not abut a property in an Agricultural, Rural Residential, or Residential Zone; therefore, the setback compatibility standards do not apply to the Project. Similarly, Section 59.4.1.8.B contains height compatibility standards, which apply to a property that abuts or confronts a property in an Agricultural, Rural Residential, or Residential Zone that is vacant or improved with an agricultural or residential use, and that proposes any building type in the CR Zone. Since the Property does not abut or confront a property in an Agricultural, Rural Residential, or Residential Zone, the height compatibility standards do not apply to the Project. Development Standards for Optional Method Development in the CR Zone 7000 WISCONSIN AVENUE MARCH 2019 PAGE 16

Section 59.4.5.4.B of the Zoning Ordinance lists the development standards for development under the optional method in the CR Zone. The Application satisfies all of these general requirements, as described and delineated in the development standards chart below: (a) Open space. The Property has frontage on Wisconsin Avenue and a 20 foot public alley, but includes a tract area of less than one acre. Therefore, no public open space is required as part of the Sketch Plan. Notwithstanding the foregoing, the Project is incorporating public/private open space along the northern portion of the Property to allow for the Sector Plan recommended through-block connection as well as additional public/private open space on Wisconsin Avenue. The total public/private open space provided is 1,440 square feet, which is approximately 6.7% of the proposed lot area. (b) Lot, density, and height. The Project proposes an optional method of development under the CR Zone with up to 195,000 square feet of residential uses and 15,000 square feet of commercial uses on one record lot (totaling 21,514 square feet) created through a subsequent Preliminary Plan and Record Plat process. The total multifamily residential and commercial gross floor area will be permitted within the proposed height allowance of up to 132 feet for the Property through an allocation of density from the BOZ. The additional height beyond 110 feet is achieved by including approximately 4,000 square feet of commercial space in the Project reserved for a theatre and through the delivery of 17.6% MPDUs. More specifically, the Project is entitled to an additional 12 feet of building height since the Application exceeds 17.5% MPDUs and is located in the Height Incentive Area. See Section 59-4.9.2.C.3.b of the Zoning Ordinance. Since the Property has a tract area of 30,773 square feet and is zoned for up to 3.00 FAR of total density, approximately 92,199 square feet of multifamily residential uses and commercial uses can be constructed without an allocation of density from the BOZ. The Project will be seeking an allocation of approximately 117,801 square feet of gross floor area to construct the additional residential uses proposed. However, only a portion of this allocation of density from the BOZ will be subject to the Park Impact Payment since 17.6% of the dwelling units will be MPDUs and are expressly exempt from the PIP pursuant to Section 59.4.9.2.C.3.c.i of the Zoning 7000 WISCONSIN AVENUE MARCH 2019 PAGE 17

Ordinance. While the final amount of density from the BOZ and the associated Park Impact Payment will be finalized at the time of Site Plan approval for the Project, the Applicant anticipates that the Park Impact Payment due will be based upon 89,801 square feet of BOZ density (i.e., 117,801 square feet minus 28,000 square feet of gross floor area associated with the MPDUs in the Project). (c) Placement. Section 59.4.5.4.B.3 provides that setbacks for principal buildings, accessory structures, and parking are established by the site plan approval process. The proposed setbacks for the Sketch Plan are 0 feet. However, the Project will incorporate free and clear pedestrian zones along Wisconsin Avenue through the creation of a minimum build-to-line of 25 feet (measured from the building face to street curb). (d) Form. Section 59.4.5.4.B.4 provides that form standards are established at the time of Site Plan approval, but that the Project must address, at a minimum, transparency, blank walls, and active entrances. The proposed design places great emphasis on enhancement of the streetscape and base of the building and integrating open space on-site which will allow for connectivity within the entire block. The orientation of the footprint of the building is arranged to provide as little impact to the neighbors as practical and limit party wall facades by having a private open space start at the 2nd floor located at the SW corner of the site. Entrances will be highly active with retail and residential lobbies and amenities on the ground floor. The active ground-floor uses will be supplemented by an additional lower level of retail uses along the alley and accessed from the covered open space along the northern portion of the Property. Development Standard Permitted/Required per the Zoning Ordinance Gross Tract Area (GTA) N/A 30,773 sf Proposed for Sketch Plan Approval Maximum Density (CR) 7 3.0 FAR (92,199 sf) Up to 6.83 FAR (210,000 sf) 7 The BOZ allows for development applications to exceed their respective mapped density through the allocation of density from the BOZ. The Project is seeking an allocation of density from the BOZ so that it can exceed the Property s maximum mapped density (3.0 FAR) through this Sketch Plan (and a future Site Plan). 7000 WISCONSIN AVENUE MARCH 2019 PAGE 18

Maximum Non-Residential Density (C) Maximum Residential Density (R) 3.0 FAR (92,199 sf) 2.75 FAR (84,515 sf) Up to 0.48 FAR (15,000 sf) Up to 6.34 FAR (195,000 sf) Maximum Building Height (H) 120 feet 132 feet 8 Open Space 0% of net lot area 1,440 sq. ft. of public/private open space (7.2% of net lot area) Vehicle Parking 9 Multifamily Dwelling Units Min. 1 sp/dwelling unit, max. 1 sp/efficiency, 1.25 sp/1 bedroom, 1.50 sp/2 bedroom, and 2.00 sp/3 bedroom 120 Retail Bicycle Parking Multifamily Residential Retail Min. 3.50 sp/1,000 sf of GLA, max. 6 sp/1,0000 sf of GLA Min. 0.50 sp/dwelling unit, max. 100 sp. Min. 1 sp/10,000 sf of GFA, max. 50 sp 0 10 100 (95 long-term, 5 short-term) 2 (short-term) (2) The Sketch Plan substantially conforms with the recommendations of the Sector Plan. The Sketch Plan complies with the Sector Plan s recommendations for the Property and the surrounding area. (3) The Sketch Plan satisfies the binding elements of any development plan or schematic development plan in effect on October 29, 2014. There is no approved development plan or schematic development plan for the Property. As a result, this requirement is inapplicable. 8 The Project incorporates commercial space for a potential theatre and 17.6% MPDUs, which allows for 132 feet of building height to be achieved at the Property. 9 Pursuant to the BOZ, the minimum number of vehicle parking spaces required is 80% of the baseline minimum reflected in Section 59-6.2.4 of the Zoning Ordinance. Section 59-4.9.2C.6 of the Zoning Ordinance. 10 No parking spaces are provided for the retail uses in accordance with the ancillary retail provision included in the Local Area Transportation Review (LATR) Guidelines. 7000 WISCONSIN AVENUE MARCH 2019 PAGE 19

(4) For a property where the zoning classification on October 29, 2014 was the result of a Local Map Amendment, the Sketch Plan satisfies any green area requirement in effect on October 29, 2014; any green area under this provision includes and is not in addition to any open space requirement of the property s zoning on October 30, 2014. The zoning on the Property on October 29, 2014 was not the result of a Local Map Amendment, and therefore this requirement is inapplicable. (5) The Sketch Plan achieves compatible internal and external relationships between existing and pending nearby development. The Sketch Plan is internally and externally compatible with existing and pending development along the Wisconsin Avenue Corridor. The Project will incorporate a strong base building with street activating retail uses and an articulated façade at the top of the building to break down the bulk of the development. The development of a Project with up to a 132 feet of building height allows for a transition in building heights that increase significantly several blocks to the north of the Property. The Sketch Plan also provides for public/private open space at the northern end of the Property, which creates separation on this block to ensure that there will not be an exceedingly long and uninterrupted mass on Wisconsin Avenue. The Application also allows for significant streetscape improvements on Wisconsin Avenue to ensure safe and efficient pedestrian circulation patterns at this transit-oriented location. The entire base of the building will also be include retail and residential lobbies with amenities which will activate the streetscape and connectivity along the Wisconsin Avenue corridor. (6) The Sketch Plan provides satisfactory general vehicular, pedestrian, and bicyclist access, circulation, parking, and loading. The Project is designed with all vehicular access and loading located along the public alley to the rear of the Property. While there is an existing curb-cut that serves the Property on Wisconsin Avenue, the Applicant proposes to eliminate this access point to enhance the pedestrian and bike experience along the Project s frontage. All of the proposed 120 parking spaces will be located in a below grade garage. Additionally, the proposed parking for the Project is less than the minimum required (as modified by the BOZ), which fulfils the Sector Plan policy of encouraging constrained parking in Downtown Bethesda. The provision of public/private open space along the northern section of the Property allows for a potential east-west public through-block 7000 WISCONSIN AVENUE MARCH 2019 PAGE 20

connection as other adjacent properties redevelop. The creation of public open space at this heavily travelled location along the Wisconsin Avenue Corridor enhances pedestrian connectivity. The Project will also include greater than 100 bicycle parking spaces to accommodate its residents, and employees and customers of the ground floor commercial tenants. (7) The Sketch Plan proposes an outline of public benefits that supports the requested incentive density and is appropriate for the specific community. The Sketch Plan proposes an outline of public benefits that is consistent with the Sector Plan s priority public benefits. The Application will deliver 17.6% MPDUs within several blocks of the future southern entrance to the Bethesda Metro Station as well as the Purple Line Station currently under construction. In addition to increasing affordable housing, the Project is also designed to increase parks and open space through a substantial Park Impact Payment and creation of the initial phase of a public through-block connection between Wisconsin Avenue and Strathmore Street. The Project is also designed to achieve public benefit points in the categories of exceptional design and minimum parking, which are priorities of the Sector Plan. The Application also fulfils the Sector Plan priority of environmental innovation through the use high efficiency building materials and mechanical systems that exceed the ASHRAE 90.1 standard by 17.5 percent and inclusion of 35% green cover through a combination of intensive green roof and bioretention planter boxes. In conclusion, the Sketch Plan proposes an outline of public benefit points that satisfies many of the priority public benefit categories recognized by the Sector Plan. (8) The Sketch Plan establishes a feasible and appropriate phasing plan for all structures, uses, rights-of-way, sidewalks, dedications, public benefits, and future preliminary and site plan applications. The Applicant plans to construct the Project in one phase. V. CONCLUSION The Applicant requests approval of this Sketch Plan to allow for development of this optional method development Project under the CR Zone and the BOZ. The Project satisfies all of the findings that the Planning Board must make in approving a Sketch Plan under the CR Zone and 7000 WISCONSIN AVENUE MARCH 2019 PAGE 21

the BOZ. The addition of a mixed-use project with 17.6% MPDUs and ground-floor commercial uses along the southern portion of the Wisconsin Avenue Corridor will allow for delivery of significant public benefits and an enhanced streetscape. The Sketch Plan is consistent with each of the primary goals of the Sector Plan due to the fact that it will provide an increase in affordable housing near transit, encourage and foster environmental innovation, economic competitiveness, and result in additional parks and open spaces. Respectfully submitted, LINOWES AND BLOCHER LLP By: C. Robert Dalrymple 7200 Wisconsin Avenue, Suite 800 Bethesda, Maryland 20814 (301) 961-5208 bdalrymple@linowes-law.com **L&B 7392278v2/10448.0015 By: Matthew Gordon 7200 Wisconsin Avenue, Suite 800 Bethesda, Maryland 20814 (301) 961-5233 mgordon@linowes-law.com 7000 WISCONSIN AVENUE MARCH 2019 PAGE 22