Steve, Following are our notes from the first two meetings with Montgomery County Planning Group:

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1 To Steve Hatch Fax No. Telephone No. From Mike Stanley Date 10/16/17 Subject Minutes from Montgomery County Meetings File Distribution This is page 1 of 5 Memorandum/Discussion/Observations Steve, Following are our notes from the first two meetings with Montgomery County Planning Group: September 19, 2017 Meeting at County Office Attendees: Gwen Wright, Doug Johnson, Richard Weaver, Sandra Pereira, and Ben Berbert from Montgomery County Planning; Molline Jackson from MNCPPC; Jim Policaro and Francine Waters from Lerner; Bart Caruso, Steve Hatch, Prakash Chitre, and Derek Johnson from ViaSat; Jody Kline from MM Canby, Jay Silverberg, David Dymond, and Mike Stanley from Gensler; David Fritz from KNLB; and Mike Plitt from MHG. The meeting began at 10:00 am and lasted one and a half hours. The meeting Agenda included: Introductions Meeting Objectives Overview of ViaSat and its presence in Montgomery County Project Approach Current Entitlement Status Review Project Overview Proposed Site Plan Options Next Steps Steve Hatch lead the discussion of the meeting objective which was to establish an open dialogue with Montgomery County Planning to facilitate a rapid review process that would ensure that the plan submitted would be acceptable to the Planning Group. Mike Plitt lead the discussion relative to the existing Black Hills Development and how ViaSat s project would blend into the original assumptions for the parcel of land ViaSat is to purchase. Three specific issues were brought up for discussion. The first was for clarification of the use of a Traffic Statement in lieu of a full Traffic Study. The second was for the use of a Linear Park along Century Blvd., and the third involved the need for a formal Preliminary Plan Amendment. County staff agreed that only a Traffic Statement would be required. The use of a Linear Park in lieu of open public space at the corner of Century and Dorsey Mills was accepted. Later in the meeting Sandra Pieria, Plan Reviewer, mentioned that if the final layout of the site is significantly different than what is shown on the Project Plan, it may have to be formally amended. Rich Weaver, Planning Area #3 Division Chief, indicated if they determine that the Project Plan needs to be amended, it could be submitted along with the Preliminary Plan Amendment, and Site Plan and that all three applications would be reviewed in parallel. Jay Silverberg presented Gensler s Site Analysis and three Options for development. The project will include a three story, 85,000 SF building w/ a future 20,000 SF expansion as well as a parking garage for 200 cars. Three options for the site development were presented. Option A Building is situated along Century Blvd with Parking adjacent to the freeway. o Option A1 placed the parking structure adjacent to Dorsey Mills Rd. o Option A2 placed the outdoor Amenity Space adjacent to Dorsey Mills Rd. Option B Long axis of building in E/W direction with Parking adjacent to the freeway. o Option B1 placed the building adjacent to the secondary roadway. o Option B2 placed the building in the middle of the site.

2 Date 10/16/17 This is page 2 of 5 o Option B3 placed the building adjacent to Dorsey Mills Rd. Option C Building rotated 45 degrees from Century to create open space at intersection of Century and Dorsey Mills. After the presentation was complete Gwen offered the following comments: Thrilled about ViaSat s news and commitment to the area Thrilled that ViaSat is interested specifically in the Black Hills Development County Vision for Germantown is to be like Reston Town Center in VA (Mixed Use) Did not like Option C. She liked Option B the most. Likes the parking structure built into the hillside along the freeway. Prefers if amenity area is at the approach or next to park. Green/Bldg/Green Public/green space may be incorporated. Likes the stepping of the building in lieu of just one box. Possible green roof would be great for ViaSat to considered Need to engage Building to the Park (Greenspace/Building). Gensler asked for some clarification on what the Design Excellence Program required. Gwen stated that it was all about the visual quality of the design. Montgomery County is looking for developers to provide good looking buildings, not just boxes. Gensler also asked about the status of Dorsey Mills Rd. Gwen stated that it was at least at 45% design but had not yet been funded. After the meeting Gensler was informed that the design had progressed to a 95% submission state. Gwen was not able to stay for the balance of the meeting. After her departure the Planning staff for Area 3 offered their comments: Benjamin Berbert was concerned about removing berm. Asked if we can push building towards corner of the secondary road and Century Blvd. The Group seemed amenable to grading berm given the noise were controlled equally. Would not want this to affect the housing to the south. This spurred a discussion as to the conflicting points of view is this development secluded from the highway or a billboard for the county? ViaSat s desire is to use the proximity of the building to the freeway to allow people to see their name on the side of the building. Option B seemed to get a good response overall would like to see the site amenities closer to the street. Asked if public would be able to use ViaSat s outdoor Amenity Space. Possibly move the amenities to near the park so they can be shared. Fencing on the south corner was discussed. Staff liked the idea of minimizing the parking structure using the topography. likes the stepped building idea The use of a green roof should be considered. Street activation is desired, suggested it should be like United Therapeutics. Suggested VaiSat s team tour United Therapeutic Building to get a sense of what MoCo expects ViaSat can do for the public space adjacent to the building. There were number of references to Reston, VA as an example of Mixed Use Town Planning At the conclusion of the meeting the Area 3 staff stated that the comments provided were not to be considered as an official response to the presentation. The team will get together and discuss their recommendations and then provide direction to the Gensler team. Ben Berbert was selected to be the point of contact between the Area 3 staff and Gensler. End of September 19 th meeting minutes.

3 Date 10/16/17 This is page 3 of 5 On September 22 Gensler received the Area 3 comments from Ben. The comments are copied below for clarity. Goal 1 Active Building Edge along Century Boulevard and Village Green South It is important for design excellence, master plan implementation and project plan conformance to frame and activate all public spaces, including the corner of Century Blvd and Dorsey Mill Road, along Century Blvd, and along the south edge of the Village Green South. The staff prefers a footprint most similar to Option B1, with an adjustment to have an extension along Century Blvd towards the intersection with Dorsey Mill Rd. The resulting L-shaped building that frames both Century Blvd and the Village Green South, should be terraced with the primary corner located at Century Blvd and the Village Green, possibly with a one-story leg along Century Blvd, a two-story segment starting near the corner of Century and Village Green, and a third story extending along the green towards the east. An alternative to the L-shaped building is installing the Gateway Plaza from the Project Plan at the corner of Century and Dorsey Mill (would need to be publicly accessible), and utilizing a building very similar to option B1 in massing. Activation of Century Boulevard can include transparent building walls and public amenity spaces. Minimize the use of fencing to avoid creating a compound appearance Place as many outdoor secure spaces as possible in the rear of the site, closer to I-270 and the portions of Dorsey Mill Road at highest grade so that the building and site appear open from the public s vantagepoint. Work with the Lerner s to start implementing the amenities in Village Green South (Project Plan condition), placing many of the desired employee amenities there rather than in private on the site. Utilize the roof for amenity space, especially on lower terraces. It provides ultimate privacy/security while bringing some vertical visual interest from the street. Consider a linear open space/promenade along Century Boulevard between the right-of-way sidewalk and the building as an alternative amenity space to the gateway Plaza currently approved for the corner of Dorsey Mill and Century. This linear open space will provide a visual connection between Dorsey Mill Road into the Village Green South, and direct pedestrians into the site. Features may include: o Canopy trees that would keep visibility unobstructed at ground level. o Stormwater features and amenities planned for the Gateway Plaza (seating and landscape walls along the building edge, small focal feature and room for future bike share at the corner with Dorsey Mill Road). o Locate signature art, or retail stalls/kiosks in the Village Green South on the corner, terminating the view down the Promenade Goal 2 Design Excellence in architecture The Master Plan has put a high priority on design for buildings located near Corridor City Transitway (CCT) stations, and along I-270 to promote businesses and to engage the public. This site acts as a gateway for the entire Black Hills Community. Not reaching the full building size and height anticipated by the Master Plan and Project Plan places extra weight on architecture to fulfil this vision. Staff liked the building massing shown on option B (Terraced building). Consider incorporating the terraced design into an L shape building where at least one floor formed the L, fronting both Century and the Village Green South. Install mostly green roofs, with some limited area on a lower terrace for employee outdoor amenity space. Ground level façade along Century Boulevard and the Village Green South must be highly transparent. Locate as much internal amenity space or other activating indoor uses on the ground floor along Century Blvd and facing the Village Green South. Consider exhibit windows with art or some other interpretative displays on what ViaSat is as a company/industry that is visible from the outside, if some need for privacy exists for the offices. Employee only doors should be provided (minimum of one each) along Century Blvd and facing the Village Green South to the north that are both visually activating, and practical for employees as the surrounding area develops. Concern over expected height and building massing, as the Project Plan and Master Plan were for buildings closer to in height.

4 Date 10/16/17 This is page 4 of 5 Architectural treatments that increase the appearance of height should be used, especially when activating Century and the Village Green South. Outdoor amenities on a lower roof line can help with this Incorporate creative building massing, varying façade materials and landscape/hardscape elements to create a signature site and a gateway. Goal 3 Well integrated Parking and Circulation This project, while secure, needs to also integrate into the long-term vision for Germantown and Black Hills as a mixed use, mixed transportation mode community. Designing the public frontages with strong pedestrian presence, and keeping vehicle access as screened as possible are important. Ultimate design and location of the structured parking should (as is currently shown) blend into topography as much as possible, and serve as sound mitigation for outdoor areas. Staff likes the parking in option B that is longer, narrower and built into the terrain. Parking should be screened from the road network as much as possible Staff recommends against design options that place surface/visitor parking adjacent to any frontage area with Century Blvd or the Village Green South. Doors should be provided along Century Blvd and along the private road at the Village Green South, even if they are employee only access. As Germantown and Black Hills development builds out, there may be increasing reasons for employees to want to enter/exit toward the street or open space, including future transit improvements and future provision of outdoor amenities and retail by others. Goal 4 Project Plan Amendment The Black Hills development is regulated by a stacked series of regulatory plans, including a Project Plan. The Project Plan is in sense a mini master plan for Black Hills setting out the sites total density, open spaces and amenities, circulation, building massing and approximate uses. It is necessary to remain consistent with the Project Plan approval or address changes through the amendment process. A Site Plan must find conformance with the Project Plan. The Project Plan will need to be amended to address specific conditions requiring the construction of the gateway plaza, the inclusion of retail in building I (ViaSat s site), the timing of design and construction of the Village Green South, and the relationship of employment to residential uses. Staff has suggestions on other places to locate the lost retail. For instance, incorporate Kiosks/stalls within the Village Green South. Staff proposal to create more of a promenade between the building and Century Blvd instead of the gateway plaza if that is the direction requested. Goal 5 Master Plan Conformance One of the primary findings made at all levels of development review is that a project is substantially conforming to the visions of the applicable Master Plan. The Germantown Employment Area Plan makes a lot of general and specific recommendations on treatments around future CCT stations, on building placement and massing, and on uses. Staff must find that this development is compatible with placing highest and most intense uses near the future CCT stations Staff would ask the applicant to approximate how many employees they intend to have at the facility in phase 1, and with the addition, including approximately how many square feet per employee is assumed. Very long-term viability of additional expansion to this building by ViaSat or a future user. Buildings should frame the street and be activating Continued discussion over the placement of activating uses on the ground floor, having well designed outdoor spaces and the inclusion of additional employee only doors.

5 Date 10/16/17 This is page 5 of 5 September 29 th Meeting with Area 3 Staff Attendees: Sandra Pereira, and Ben Berbert from Montgomery County Planning; Jody Kline from MM Canby, Jay Silverberg, David Dymond, and Mike Stanley from Gensler; and Mike Plitt from MHG. Jay made a presentation focused on the 5 goals provided by Ben: Activate Building Edge along Century Blvd and Village Green South Design Excellence in Architecture Well Integrated Parking and Circulation within the site Project Plan Amendment Masterplan Conformance A revised site plan was presented that created a one-story element along Century Blvd. The building steps back from Century Blvd toward the freeway. A screen wall would be incorporated at the SW corner of the site that would be of the same Architecture as the building. 3D images were displayed to show what the corner of Century and Dorsey Mills would look like. It was pointed out that there is 9 feet of fall between the Village Green South Park and the corner of Century and Dorsey Mills. This will provide the opportunity for terraces as a person walks along Century Blvd. After the presentation Ben and Sandra expressed concerns over the lack of transparency (engagement) of the building along Century Blvd and along the edge of the park. Mike Stanley explained ViaSat s need for security and desire to have its own site amenities for their employees. At the conclusion it was stated that the building would need at least 50% openness along the park and at least 50% openness or surrogate windows with displays along Century Blvd. Sandra also expressed a desire to simplify the site circulation by bringing the service area to the east end of the building which would reduce site asphalt ground cover. Gensler agreed to study this. Ben also stated that Lerner would need to update the current plan to adjust for a smaller building on this site and for the reduction in employment at the site. The meeting concluded with Mike stating that he would get back to ViaSat and discuss how their building program might be adjusted to conform with the Counties desires. End of minutes from Sept 29 th.

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