HINES I ARCHSTONE

CITyCENTERDC Washington, D.C.

PROJECT SUMMARY

In November 2003, a teatn led by Hines and Archstone was selected by the District of Columbia to tnaster plan and execute the redevelopment of the Old Convention Center Redevelopment Site, a lO-acre parcel in the middle of downtown Washington, D.C.

The Project is situated in the heart of Downtown's office care along a ceremonial stretch of New York Avenue between the D.C. Convention Center and the u.s. Treasury and White House. The two busiest stations in the Metrorail system, providing service on all lines, are located within two blocks of the site. Site access to and from Northern Virginia, Maryland and other parts of the District is excellent.

The overall objective for the Project, now known as "CityCenterDC," is to create a unique, pedestrian-friendly mixed-use urban neighborhood that includes retail, entertainment, residential, and office uses; as well as programmable public space.

Based upon the District's initial Request for Proposal and asdocumented in the Master Plan and legal documentation, Hines and Archstone committed to create a place that is first and foremost for the City and its residents, and that appeals to Downtown workers and visitors. The development teatn also will strive to create a great urban place, with the highest quality and innovation in urban design and architecture.

SCOPE

The Project's Master Plan, which was completed and approved in fall 2006, Was guided by the following key principles:

• Provide energized streets and urban places

• Provide great shopping, with street-oriented retail

• Provide enjoyable pedestrian experiences

• Provide a high level of visibility and access throughout the site

• Provide connections to surrounding neighborhoods

• Provide urban public spates that will draw people to the site

• Provide actively-programmed public space

• Provide abundant and safe parking

These principles were developed based upon a recognition that Downtown Washington, D.c., in the vicinity of the Project, has evolved into a lively neighborhood with round-the-clock activity seven days per week. It represents the heart of the District's Class-A office market and

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convention/hospitality business, and. is the center of entertainment, cultural, and tourist attractions. Recent development activity has resulted in a solid and growing residential base around the site. Restaurants, department stores, specialty and fashion stores, and home furnishings shops service the daytime office/convention population and the evening/weekend entertainment/residential base. The Project provides Downtown Washington, D.G. with a means to physically connect presently disparate. nodes of activity so that the Downtown cart take complete advantage of all of its economic drivers. It also represents a unique opportunity to provide a critical mass of shopping merchandised in a consistent manner that can complement and leverage the retail! entertainment uses that are already in place.

The Project's scope includes:

A Parcels

• 185,000 square feet of street-oriented retail

• 458 rental apartment units (20% affordable)

• 216 for-sale housing units (20% affordable)

• 520,000 square feet of office space

• 1,570 below-grade parking spaces

• 29,000 square foot park •• 20,000 square foot plaza

Hotel Parcel

• 350 to 400-room hotel

• 110,000 square feet street-oriented retail

Gould Parcel

• 500,000 square feet of office space

• 40,000 square feet of street-oriented retail

The Project will be developed in three components. Approximately 520,000 square feet of office space, 674 residential units, 185,000 square feet of retail, and 1,570 parking spaces will be built as a part of the first component (the "A Parcels"). A 350 to 400-room hotel and 110,000 square feet of retail will be developed by Hines and Archstone in the second component (the "Hotel Parcel"). 500,000 square feet of office space and 40,000 square feet of retail space will be completed by another developer; Gould Property Company, in the Project's third component (the "Gould Parcel").

Principles and Strategies for sustainable design systems and technologies which support a strategic balance of ecological, economic and social considerations have been incorporated into the design of the Project. The office buildings are pre-certified at the U.S. Green Building Council's LEED Gold rating. The residential buildings are expected to achieve LEED Silver rating at completion. The entire development has been accepted into USGBC's pilot program for the LEED Neighborhood Development (LEED-ND) certification, and is expected to achieve LEED Gold at completion.

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MASTER DEVELOPERS:

Hines Archstone

Hines (www.hines.corn) is a privately-owned real estate firm involved in real estate investment, development and property management worldwide. The Hines portfolio of projects underway, completed, acquired and managed for third parties includes more than 1,100 properties representing approximately 42.5 million square metres (457 million square feet) of office, residential, mixed-use, industrial, hotel, medical, retail and sports facilities, as well as large, masterplanned communities and land developments. With offices in 68 U.S. cities and 15 foreign countries, and controlled assets valued at approximately $25.6 billion, Hines is one of the largest real estate organizations in the world. With more than two decades of experience in the District of Columbia, Hines has developed some of the city's most notable projects, including Columbia Square, Franklin Square, Postal Square. and 600 13th Street. Gerald D. Hines, the firm's founder and chairman; received the National Building Museum's 2000 Honor Award and the Urban Land Institute's 2002 J.C. Nichols Prize for Visionary urban development.

Archstone (www.archstoneapartments.com) is recognized as a market leader in the development and management of urban high-rise apartments; The company currently owns. and manages 4,000 apartment units in the District of Columbia and 18,000 units in the Washington metropolitan area. Its portfolio also includes properties in many of the most desirable neighborhoods in the New York metropolitan area, the San Francisco Bay Area, Boston, Seattle, Southeast Florida and Chicago. Archstone continually upgrades the quality of its portfolio through the selective sale of assets, using proceeds to fund investments in assets with even better growth prospects. Through its two brands, Archstone and Charles E. Smith, Archstone strives to provide great apartments and great service to its customers - backed by unconditional service.

Since Charles E. Smith began developing apartment buildings in the District over fifty years ago, the Smith and Kogod families have been among Washington's great civic leaders. When the National Building Museum gave its Honor Award to the Community Builders of Washington, the museum recognized the Smith Family as one of the three families who have contributed most to building the neighborhoods of the District. More recently, the Committee of 100 on the Federal City recognized Charles E. Smith Residential (the predecessor to Archstone) for the outstanding historic preservation of the Alban Towers Apartments.

DESIGN:

Foster and Partners - Architecture

Shalom Baranes and Associates - Architecture

Gustafson Guthrie Nichol Ltd. - Landscape Architecture

Foster and Partners, a London, England-based design firm, served as the Master Plan Architect and the design architect for the A Parcels' office and for-sale housing components. Foster and Partners is an international studio. for architecture, planning and design. The firm has established an international reputation with projects such as the new German Parliament at the Reichstag, Berlin; The Great Court of the British Museum; the Carre d'Art, an audio visual library at civic plaza at Nimes France; and the More London Master Plan and New London City Hall. The firm has received more than 260 awards and citations for design excellence, and its founder, Norman

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Foster, received the Pritzker Prize for Architecture for the firm's work in master planning and urban design,

Shalom Baranes Associates, P.c. is a Washington, D.C.-based architectural firm which served as the Associate Master Plan Architect, and led the design effort on the A Parcels' residential rental component. Baranes is also the Project Architect for the A Parcels' retail, residential rental, residential for-sale, office, sub-grade and public space components. The firm has an acclaimed reputation for its expertise in governmental, commercial, residential and institutional design. The firm has played an integral part in shaping the development of the National Capital Region. Baranes'strength and growth have been based on its ability to design and gain approval for complex and challenging projects. The firm provides full architectural services for an impressive clientele including both private and public sector groups.

Gustafson Guthrie Nichol Ltd., based in Seattle, Washington"servecl as the Landscape Architect. The culturally significant and site specific landscape designs of Gustafson Guthrie Nichol have been recognized internationally for their innovation and design excellence. From a city's premier civic space to an intimate landscape for the arts, Gustafson Guthrie Nichol's designs have been included in numerous international publications and shows, including a spring 2005 exhibit at New York City's Museum of Modern Art.

RETAIL VISION & MERCHANDISING:

Williams Jackson Ewing, Inc. Avenue A Realty Advisors Lewis Real Estate Services

Williams Jackson Ewing, Inc. (www.wjeinc.com) has conceptualized and developed a variety of urban retail concepts in cities across the U.S. and has created some of the treasured urban retail places in the country. The company has pioneered a variety of retail concepts including the. use of traditional food markets and restaurants as project anchors (Grand Central Terminal, New York City) and the creation of lifestyle retail in national landmark train stations (including Union Station in the District of Columbia). The principals of the firm led the redevelopment of Faneuil Hall in Boston and the Inner Harbor in Baltimore.

Avenue A Realty Advisors. Nate Fishkin is the principal of Avenue A Realty Advisors. As a longtime employee of Federal Realty Investment Trust, Mr. Fishkin contributed to Federal Realty's substantial growth in a variety of roles, and was a principal architect of the "Main Street" portfolio that included Bethesda Row, Pentagon Rowand Santana Row.

Lewis Real Estate Services. Founded in 2001, Lewis Real Estate Services provides retail leasing brokerage services for neighborhood shopping center and major mixed-use development projects throughout the District of Columbia.

The company's founder, Freddie Lewis-Archer, has over 30 years of experience in real estate brokerage, construction and development, and has completed over $17 million in commercial lease and sales transactions.

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