SITE PLAN REVIEW COMMITTEE MEETING AGENDA. DATE: Thursday, April 4, Aurora Hills Community Center th Street South Arlington, VA 22202

Page 1 SITE PLAN REVIEW COMMITTEE MEETING AGENDA DATE: Thursday, April 4, 2013 TIME: 7:00 9:00 p.m. PLACE: Aurora Hills Community Center 735 18th Street South Arlington, VA 22202 SPRC STAFF COORDINATOR: Samia Byrd, 703-228-3525 Item 1. Pentagon City Phased Development Site Plan (PDSP) Amendment (SP# 105) PenPlace (RPC#s 35-003-012, -014, -032, -033) Jason Beske (CPHD Staff) 7:00 9:00 pm The Site Plan Review Committee (SPRC) is comprised of Planning Commission members, representatives from other relevant commissions and several appointed citizens. The SPRC reviews all site plans and major site plan amendments requests, which are submitted to the County Board and the Planning Commission for consideration. The major responsibilities of the SPRC are the following: 1. Review site plan or major site plan amendment requests in detail. 2. Advise the Planning Commission by recommending the appropriate action in regard to a specific plan and any conditions, which it might determine to be necessary or appropriate. 3. Provide a forum by which interested citizens, civic associations and neighborhood conservation committees can review and comment on a particular plan, or the effects that the proposed project might have on the neighborhood. In order to save copying costs, staff has selectively chosen the reduced drawings to be included in this package. The complete full size drawings are available for review in the Arlington County Zoning Office, 10 th Floor, Courthouse Plaza, 2100 Clarendon Boulevard and also in the Central Library s Virginia Room, 1015 N. Quincy St., (703) 228-5990. For more information on the Arlington County Planning Commission, go to their web site http://www.arlingtonva.us/departments/commissions/plancom/plancommain.aspx?lnslinkid=978 For more information on the Site Plan public review process, go to the Arlington County Planning Division s web site on Development Proposals/Site Plans http://www.arlingtonva.us/departments/cphd/planning/applications/site_plans/cphdplanningapplicationssite_p lansmain.aspx To view the current Site Plan Review Committee schedule, go to the web site http://www.arlingtonva.us/departments/cphd/planning/applications/site_plans/cphdplanningapplicationssprc Schedule.aspx

Page 2 I T E M 1 Pentagon City PDSP Amendment (PenPlace) (RPC#s 35-003-012, -014, -032, -033) AGENDA: First Meeting February 6, 2012 1) Informational Presentation a) Overview of modified SPRC review process (Staff) b) Debrief on November 1, 2011 County Board/Planning Commission work session including Draft Guiding Principles (Staff) c) Land Use & Zoning background (Staff) i) Relationship of project to existing zoning (1) Requested bonus density, height, etc. (2) Requested modification of use regulations d) Presentation of Site Plan proposal (Applicant) AGENDA: Second Meeting April 26, 2012 1) Meeting introduction 2) Process summary (Staff) 3) Secure facilities presentation (Staff) 4) Civic Association presentation(s) AGENDA: Third Meeting May 14, 2012 1) Meeting introduction 2) Site design and characteristics presentation (Applicant) 3) Summary of outstanding issues relating to site design and characteristics (Staff) 4) SPRC Discussion AGENDA: Fourth Meeting June 11, 2012 1) Meeting introduction 2) Revised site plan proposal/site design and characteristics presentation (Applicant) 3) Summary of outstanding issues relating to site design and characteristics (Staff) 4) SPRC Discussion AGENDA: Fifth Meeting July 16, 2012 1) Meeting introduction 2) Urban Design Guidelines presentation (Applicant) 3) Summary of outstanding issues relating to site design and characteristics (Staff) 4) Discussion of outstanding issues relating to site design and characteristics (Applicant) 5) SPRC Discussion

Page 3 AGENDA: Sixth Meeting September 27, 2012 1) Meeting introduction 2) Transportation presentation (Applicant) 3) Follow-up comments (Staff) 4) SPRC Discussion AGENDA: Seventh Meeting October 18, 2012 Building Architecture 1) Meeting introduction 2) SPRC Update (Staff) discussion of process to date and timeline moving forward 3) Building/Architecture presentation (Applicant) 4) SPRC Discussion a. Building density b. Building height c. Form and massing d. Architecture design, skyline, rooftops, building entries e. Materials f. Service locations AGENDA: Eighth Meeting November 19, 2012 Design Guidelines 1) Meeting introduction 2) Presentation on urban design framework, Pentagon City, and PenPlace (Staff) 3) Concept plan discussion (SPRC) 4) Design Guidelines Presentation (Applicant) 5) SPRC Discussion a. Transportation i. Streets - block size/street framework/hierarchy ii. Parking - amount/location/phasing b. Open Space i. Amount ii. Orientation iii. Use and Secure vs. Non-secure c. Buildings i. Height ii. Form and massing iii. Architecture iv. Materials 6) Wrap-up AGENDA: Ninth Meeting January 8, 2013 1) Meeting Introduction 2) Staff Presentation a. Design guidelines comments

Page 4 b. Density allocations for concept plan alternatives c. Applicant's phasing proposal d. Next Steps 3) SPRC Discussion AGENDA: Tenth Meeting February 4, 2013 1) Meeting Introduction 2) PenPlace SPRC process overview to date (staff) 4) Pentagon City PDSP overview (staff) 5) Analysis of the applicant s proposal (staff) a. Streets b. Open Space c. Buildings d. Use mix 6) SPRC Discussion 7) Wrap-up AGENDA: Eleventh Meeting March 18, 2013 1) Meeting Introduction 2) Height, Massing, and Density presentation (applicant) 3) Height, Massing, and Density presentation (staff) 4) SPRC discussion 5) Developer presentation 6) Q & A AGENDA: Twelfth Meeting April 4, 2013 1) Meeting Introduction 2) Open space, parking, services, streets presentation (applicant) 3) Open space, parking, services, streets presentation (staff) 4) SPRC discussion 5) Q & A

Page 5 Site Location: The 12.2-acre is located in the Pentagon City Metro Station area on the block bounded by Army Navy Drive to the north, S. Eads Street to the east, the Metropolitan Park development to the south and S. Fern Street to the west. Applicant Information: Applicant VNO Pentagon Plaza, LLC 2345 Crystal Drive #1000 Arlington, VA 22202 Michael Novotny 703-842-1460 mnovotny@vno.com Attorney Venable, LLC 8010 Towers Crescent Drive #300 Vienna, VA 22182 John G. Milliken 703-760-1637 jgmilliken@venable.com Architect FXFOWLE 22 West 19th Street New York, NY 10011 Mark Strauss 212-463-8716 mstrauss@fxfowle.com Engineer/Landscape Architect VIKA, Inc. 8180 Greensboro Drive, Ste. 200 McLean, VA 22102 Robert R. Cochran, LS 703-442-7800 cochran@vika.com Traffic Consultant Gorove/Slade Associates, Inc. 3914 Centreville Road #330 Chantilly, VA 20151 Christopher M. Tacinelli 703-787-9905 chris.tacinelli@goroveslade.com BACKGROUND: An amendment is proposed to SP# 105, the 116-acre Pentagon City Phased Development Site Plan (PDSP) for Parcel 1D of the PDSP area. Parcel 1D comprises the block bounded by South Fern Street, Army Navy Drive, South Eads Street, and the future extension of 12 th Street South with the Metropolitan Park site to the south. The PenPlace site comprises the majority of Parcel 1D, and does not include the existing Marriott Residence Inn property at the northwestern portion of the block. Parcel 1D lies at the northeastern portion of both the area designated as the Pentagon City Coordinated Development District on February 9, 1974 and the Pentagon City PDSP boundary established by the Pentagon City Master Plan adopted in 1976. At a joint work session between the County Board and Planning Commission in November 2011, the County Board provided feedback on the Draft Guiding Principles that were developed during the six-month Special Study for the PenPlace site. The Long Range Planning Committee reviewed the project over five meetings. With the subject PDSP amendment, it is proposed that the approvals for Parcel 1D under the PDSP would change. The proposed amendment includes an increase in density, change in use including consideration of office use for the site, and an increase in the maximum permitted building heights.

Page 6 The following provides additional information about the site and location: Site: The subject site is located in the Pentagon City Metro station area on the block generally bounded by Army Navy Drive to the north, S. Eads Street to the east, the Metropolitan Park phased development (and future extension of 12 th Street S.) to the south and S. Fern Street to the west. The surrounding land uses are as follows: To the north: To the east: To the south: To the west: Immediately adjacent, 16-story Marriott Residence Inn. Across Army Navy Drive, Pentagon Reservation surface parking lots. Across S. Eads Street, 10-story Lerner Enterprises office building, 15-story Doubletree Hotel, 2-story Verizon Virginia utility building, and 21-story Lenox Club residential building. Immediately adjacent, ongoing future build out of Metropolitan Park development (Phases 3 and 4). Immediately adjacent, 16-story Marriott Residence Inn. Across S. Fern Street, 12-story office buildings (MCI Buildings and Lincoln Place). Zoning: C-O-2.5 Commercial Office Building, Hotel and Apartment Districts. General Land Use Plan Designation: Three-fourths High-Medium Residential (maximum

Page 7 3.24 FAR Residential) and one-fourth Medium Office-Apartment-Hotel (maximum 2.5 FAR Office, 115 units/acre Apartment, and 180 units/acre Hotel) development. Neighborhood: Aurora Highlands Civic Association Existing Development: The PenPlace site is currently vacant, with the exception of a trailer at the southwest corner of the property that houses a carryout establishment. Parcel 1D is a total of 10.2 acres. Within this, the PenPlace net site area comprises 9.2 acres (buildable area) from a total of 12.2 1 acres (actual site area) of land owned by Vornado/Charles E. Smith. Under the proposed PDSP amendment, a segment of 12 th Street South would be completed, located between South Fern and South Eads Streets. In addition, the developer is proposing five buildings on the site, four primarily office buildings and a hotel along the future extension of 12 th Street South. The two proposed buildings along this segment of 12 th Street would also have ground-floor retail. Development Potential: The following provides a summary of the approved density for Parcel 1D under the current Pentagon City Phased Development Site Plan and the proposed density under the subject PDSP amendment request. 1 A portion of the property along S. Eads Street is located outside of the Pentagon City PDSP area.

Page 8 Site Area: 531,914 sq ft DENSITY ALLOWED FOR PARCEL 1D DENSITY ALLOWED FOR PARCEL 1D ASSUMING TRANSFER WITH PARCEL 3 PROPOSED PDSP AMENDMENT Pentagon City PDSP Hotel: 882 rooms (300 rooms have been constructed Marriott Residence Inn) Hotel: 1,182 rooms (300 rooms have been constructed Marriott Residence Inn) Hotel: 300 rooms (282,600 sf) Office: 1,809,000 sf Residential: 930 units Proposed Development: The following table is a preliminary statistical summary for the proposed Phased Development Site Plan amendment for two (2) secure facilities: SITE AREA 2 Site Area Allocations Office/Commercial Hotel Density 3 Office/Commercial 4 Hotel Total Office/Commercial FAR Total Hotel FAR Total Site Plan GFA Total Site Plan FAR PDSP Max. Permitted Density 5 PDSP Max. Permitted Office/Commercial Density PDSP Max Permitted Hotel Density 6 Building Height 7 Average Site Elevation Commercial Office Building #1 Main Roof Elevation Main Roof Height Commercial Office Building #2 Main Roof Elevation Main Roof Height Dept. of Defense Office Building #1 Main Roof Elevation Main Roof Height Dept. of Defense Office Building #2 Main Roof Elevation Main Roof Height Proposed 531,914 sq ft (12.21 Ac) 460,046 sq ft (10.56 Ac) 71,868 sq ft (1.65 Ac) 1,809,000 sq ft 282,600 sq ft 3.40 FAR 0.53 FAR 2,091,600 sq ft 3.93 FAR 1.33 FAR 0.00 FAR 1.33 FAR 39.10 ft 278.10 ft 239.0 ft 330.10 ft 291.0 ft 330.10 ft 291.0 ft 200.10 ft 161.0 ft 2 The site area for the PenPlace proposal does not encompass all of Parcel 1D. Parcel 1D includes the PenPlace site in addition to the existing Marriott Residence Inn property. 3 Proposal requests conversion of 582 hotel rooms to office density. Balance of requested density is proposed as TDR density from properties located on the North Tract and Zoning Ordinance bonus density provisions including LEED certification and extraordinary community benefits. 4 Retail use was not included as part of the PDSP amendment application that was filed in Fall 2010. However, throughout the long-range planning study for Parcel 1D, as specified in the Draft Guiding Principles, staff and the applicant agreed that there would be ground floor retail along 12 th Street South. The specific amount of retail will be identified through the site plan review process for this project. 5 Assumes density transfer between Parcel 1D and Parcel 3. 6 Assumes hotel room conversion factor of 800 sf /hotel room. 7 Penthouse height not specified in application.

Page 9 Hotel Main Roof Elevation Main Roof Height C-O-2.5 Max. Permitted Main Roof Height (Office) C-O-2.5 Max. Permitted Main Roof Height (Hotel) Parking Office Parking Spaces Office Parking Ratio Hotel Parking Spaces Hotel Parking Ratio Standard Site Plan Office/Commercial Parking Ratio C-O-2.5 Required Hotel Parking Ratio LEED Score Proposed 178.10 ft 139.00 ft 12 stories 16 stories 2,010 spaces 1 sp/900 sq ft 225 spaces 0.75 sp/room 1 space/580 sq ft 1 space/room TBD Coverage 91,200 sq ft (17.1%) Density and Uses: See appendix #4 for a table that outlines the proposed density allocations for concept plan alternatives that include no, one (1), and two (2) secure facilities. The subject site is zoned C-O-2.5 Commercial Office Building, Hotel and Apartment Districts and is designated as three-fourths High-Medium Residential (maximum 3.24 FAR Residential) and one-fourth Medium Office-Apartment-Hotel (maximum 2.5 FAR Office, 115 units/acre Apartment, and 180 units/acre Hotel) development. The following five buildings, representing the two (2) secure facility alternative, are proposed at a total FAR of 3.93: Building Gross Floor Area (sf) Building Height (ft) Office #1 (Commercial) 513,600 239 (16 floors) Office #2 (Commercial) 506,400 291 (22 floors) Office #1 (Secure Facility) 477,000 291(20 floors) Office #2 (Secure Facility) 312,000 161(14 floors) Hotel 282,600 (300 rooms) 139 (18 floors) TOTAL 2,091,600 -- The proposed land uses are consistent with the Zoning Ordinance uses permitted under the C-O- 2.5 zoning district. However, the proposed uses are not consistent with the PDSP allocation for Parcel 1D, which currently permits 882 hotel rooms (300 have already been constructed) and 930 residential units. The requested density also exceeds the allocated density for Parcel 1D. Assuming that the anticipated density transfer with Parcel 3 (the Metropolitan Park block) directly to the south takes place, a total of 1,182 hotel rooms (less the 300 already constructed) would be permitted to be built on Parcel 1D. The applicant is proposing to convert the approval for 582 hotel rooms into office density and construct the remaining 300 hotel units in a hotel building. Assuming a hotel-to-office conversion ratio of 1 room to 800 square feet of office use, 582 hotel rooms would equate to 465,600 sf of office GFA. The applicant is proposing a total of 1,809,000 sf of office density. It is proposed that the additional 1,343,400 sf of additional office density would result from a combination of TDRs, bonus density for LEED certification, 8 and bonus density provisions for extraordinary community benefits. 8 A specific level of LEED certification was not proposed in the PDSP amendment application, but will be determined during staff review.

Page 10 Site and Design: The applicant has submitted draft urban design guidelines that will provide guidance for Final Site Plans and future development on the site. The guidelines are organized to address site design characteristics and to evaluate the proposal against the draft guiding principles for PenPlace. Initial Proposal The applicant s initial proposal included an existing superblock that was proposed to be divided by two (2) new east/west streets and a partial extension of Elm Street from the approved Metropolitan Park project located to the south of the PenPlace site. Two secure office buildings were proposed in the center of the site, each with 26,000 square-foot floor plates and 82 foot setbacks (standoff distances). The office building Originally Proposed Plan along S. Fern Street was proposed as 18 to 22 stories (291 feet). The secure facility along S. Eads Street was proposed at 12 stories (161 feet). An additional office building was shown at the intersection of Army Navy Drive and S. Eads Street with a 26,000 sf floor plate, 18 floors, and 239 feet tall. Two buildings were shown along the future 12 th Street S. segment, a 300-unit, 12 story (139 feet) hotel with 15,000 to 28,000 square foot floor plates, and an 18-22 story (291 feet) commercial office building with 26,000 square foot floor plates. In addition, the applicant is proposing approximately 25,000 square feet of retail along the 12 th Street S. frontage. Revised Proposals Following the initial proposal, the applicant provided revised site design options that include alternatives with one (1), two (2), or no secure office buildings. The designs with one (1) and two (2) secure buildings were introduced and discussed at the June 11, 2012 SPRC meeting. The applicant introduced the no secure facility alternative at a subsequent meeting upon the request from SPRC members. The proposed density and uses remain the same for all three (3) alternatives, however a revised circulation and open space arrangement is proposed. Beyond the number of secure office buildings, the proposals include two (2) primary differences. The first includes a north/south street (Elm Street) that extends through the site and connects 12 th Street S. to Army-Navy Drive. The second primary difference from the original proposal is the amount of proposed open space and a plaza. The revised alternatives include a.5 acre plaza adjacent to Private Office 3 and 12 th Street S. that would connect the site to a potential streetcar / transit stop in the future. The applicant continues to propose the extension of 12th Street S. between Parcel 1D and Parcel 3, as well as the

Page 11 dedication of approximately 1.2 acres for this new street segment. Additionally, the secure building options have a revised east/west road that includes a jog at Elm Street. The one (1) and no secure office building alternatives include a.6 acres open space that is north of the 12 th Street plaza and west of Private Office 2. This open space is proposed to provide a range of active and passive use amenities. Access to below-grade parking containing 2,235 parking spaces is proposed from the internal streets network. Specific building designs are not proposed with the PDSP amendment. Detailed designs would accompany a Final Site Plan proposal for a building or buildings. Latest Proposals The applicant submitted new site design/land use proposals (below) at the March 18, 2013 SPRC meeting. The proposals are partially in response to recommendations from the SPRC and staff. The notion of two secure facilities was left out of the latest proposals and the applicant subsequently submitted proposals including one (1) and two (2) secure facilities. The proposals include five (5) alternatives. One (1) alternative specifies no secure facilities. A number of SPRC members asked the applicant to revise the proposal to reflect a base proposal of no secure facilities. The primary change in this proposal includes a square at the center of the development that represents consolidated, usable open space. The concept also introduces an option for residential or office use on the two (2) 12 th Street buildings and the addition of 25,000 square feet (for a total of 50,000 square feet) of retail use beyond the original proposal.

The latest proposal also includes four (4) separate alternatives for a one-secure facility site design. The site design alternatives reflect varying setback distances that represent different potential security threats for the facility. All alternatives locate the facility at the center of the site on Fern Street. The alternatives also include the same land use revisions proposed in the no secure facility alternative. However, the non-secure open space allocation is reduced in all alternatives to allow for a secure perimeter around the secure facility; this would also include the requirement to introduce secure streets as a part of the proposal. PenPlace PDSP (SP #105) Page 12

Page 13 LEED: The applicant proposes buildings that would be certified under the U.S. Green Building Council s LEED program. No detailed architectural work has been completed on any of the proposed buildings. During the site plan review process for the subject PDSP amendment, the applicant s proposal for compliance with LEED (Core and Shell of New Construction) will be discussed with staff and a scorecard submitted for each of the buildings proposed. Transportation: The PenPlace project is located in Pentagon City, which is well-served by regional roadways, a wide range of transit options, an increasing network of bike facilities, and a local street network that continues to be expanded with planned development of the area s super blocks. A robust multi-modal transportation network provides residents, employees, and shoppers in the area multiple options for traveling to, from, and within the area without using a car. The effectiveness of the multi-modal network is demonstrated in employee journey-to-work data. The data reveals that only 41% of employees in Crystal City/Pentagon City drive alone to work on a daily basis, with 59% walking, biking, carpooling or using transit to get to work. Census data also shows that 20.5% of the households in Pentagon City live car free, (on average 10.8% of Arlington households are car free) demonstrating that the area is accessible without owning a car. The multi-modal transportation facilities adjacent to PenPlace are shown in the image below.

Page 14 Figure 1. PenPlace Multi-Modal Transportation Network Historic Traffic Count Data: PenPlace s proximity to regional roadways (I-395, US Route 1, Route 110 and the George Washington Memorial Parkway) limits the impact of vehicles on local roadways. Staff has compiled traffic count data for 18 locations in Pentagon City, the Arlington Ridge neighborhood and the Alcova Heights neighborhood that shows historic daily traffic volumes for most locations from 1980 through 2009 and 2011. A map of the count locations and a table showing the count data have been included as Appendix A. The data illustrates that the build out of Pentagon City over the past 30+ years has seen an associated and natural increase in traffic adjacent to new development. When looking at traffic within the adjacent neighborhoods, traffic volumes fluctuated but generally remained stable with limited or no traffic growth. Furthermore, at the majority of the study locations, in both Pentagon City and in the adjacent neighborhoods traffic volumes have decreased when compared to 2000 daily traffic volumes.

Page 15 Streets: The PenPlace site consists of the following street frontages: Army Navy Drive, South Fern Street, 12 th Street South, and South Eads Street. The Master Transportation Plan (MTP) classifies South Fern Street, South Eads Street and Army Navy Drive as Type B Arterials (Primary Urban Mixed-Use). 12 th Street South is identified as a non-arterial street and planned as a portion of the County s Primary Transit Network to support dedicated transit as part of the Crystal City/Potomac Yards transit improvements. Arterial streets and interstates in the vicinity of the site include U.S. Route 1, Crystal Drive, Army Navy Drive, and I-395. A number of new internal streets are proposed for the PenPlace project (see Figure 2). They are designed to help break up the super block of the site into smaller development parcels. The streets are proposed to be a mix of public and private secure streets. Depending on the number of secure buildings developed through final site plan, varying portions of the proposed northernmost east/west roadway could be secure, thus prohibiting public access. With the two secure building scenario, all of these streets are proposed schematically to be 30 feet wide from curb to curb, acting as urban local streets. 30-foot wide streets could provide a travel lane in each direction and parking on one side of the street. The single secure building scenario proposes 36-foot wide internal streets, which would allow parking on both sides of the street and a single travel lane in each direction. The proposed internal street network does not integrate into the surrounding and existing street network with the exception of the extension of north-south South Elm Street from the Metropolitan Park block south of the site. This occurs in part because of the existing size of the blocks adjacent to the site and the lack of an existing finegrained street network in the area. Staff continues to work with the applicant to address concerns about the alignment and location of the proposed east-west street north of 12 th Street South.

Page 16 Figure 2. New Internal Streets Arlington County has worked with citizens in neighborhoods adjacent to the PenPlace site to improve streets for all users. Appendix B provides a detailed summary of work done by the County, with the support of the neighborhoods, to improve neighborhood streets through the use of existing programs. The County s capital improvement plan (CIP FY 2013-2022) continues to provide financial support for these programs to help address future citizen concerns with neighborhood streets. Sidewalks: The project proposes to construct new sidewalks with the build-out of the new street grid. As proposed, the PenPlace plan envisions 12 th Street South as a major multi-modal hub of activity. Accordingly, the sidewalks along this street are proposed to be 22 feet wide (the widest in the plan) from face-of-curb to the face-of-building. The 12 th Street sidewalks adjacent to PenPlace would match the sidewalks proposed for the Metropolitan Park development on the south side of 12 th Street. This would allow for an eight-foot clear sidewalk and a nine-foot café zone. The sidewalks along Elm Street are proposed to be integrated with the sites open spaces and provide a minimum of a 15-foot sidewalk section, including a 10-foot clear walkway. The sidewalks proposed for all other new internal streets are consistent with the sidewalks proposed for Metropolitan Park and provide a 15-foot streetscape.

Page 17 Figure 3. 12 th Street South Street and Sidewalk Section Figure 4. Elm Street Sidewalk Section Figure 5. Typical Internal Street Sidewalk Section Traffic Impact Analysis: To determine the impact the proposed development would have on the local street network Gorove/Slade Associates, Inc performed and documented a Traffic Impact Analysis (TIA) dated May3, 2012. The study analyzed 12 existing local intersections and six (6) proposed new site intersections. Assuming a development plan including 1.8 million square feet of office, 300 hotel rooms and 50,000 square feet of retail, at full build out, the site is projected to generate trips as shown in the table blow.

Page 18 AM Peak Hour PM Peak Hour Daily* Vehicle Trips (SOV and Carpool/Vanpool) 898 1,021 6,800 Total Non-Vehicle Trips 1,191 1,392 10,000 Transit (Bus, Rail & VRE) 1,048 1,225 ** Walk/Bike/Other 143 167 ** Total Trips 2,089 2,413 16,800 * Daily Trips Distributed Based on Peak Period Vehicle Mode Splits. ** Not Enough Data to Project Daily Trips By Non-Vehicle Trip Sub Mode. The majority of trips generated by the PenPlace site are made using a mode other than a single occupancy vehicle (SOV) considering all of the multi-modal transportation options available in Pentagon City. The TIA projects that, with minor signal and lane configuration changes, the 18 intersections studied would operate at acceptable levels of service. The table above summarizes projected site generated trips by mode. Public Transit: The project site is conveniently located between the Pentagon City and Crystal City Metrorail stations. Both stations are within walking distance; the Pentagon City station is located only one block west of the site along 12 th Street South. The site is also served by existing Arlington Transit (ART) bus routes (ART 9A, 9E and 10A), which are focused on 15 th Street South and South Eads Street. The ART 10A, with service between Pentagon and Hunting Towers, is currently routed along 15 th Street South, while the ART 9A and 9E currently run along South Eads Street and provides service between the Pentagon and Alexandria. Located adjacent to the site, 12 th Street South is identified as part of Arlington County s Primary Transit network. With the full build out of 12 th Street South, completing the missing link between South Eads Street and South Fern Street, the street is planned to support dedicated transit lanes to provide high frequency transit service between Pentagon City and Potomac Yards. The proposed ultimate cross section for 12 th Street South will provide a 72-foot cross section including on-street parking and support either a streetcar/light rail or a bus rapid transit system (see images below). Figure 6. 12th Street South Streetcar Station

Page 19 Bicycle Access: On-street bicycle lanes are provided on 15 th Street South and connect Crystal Drive and South Joyce Street. In addition, Arlington County is working to improve the bicycle facilities along Army Navy Drive with a dedicated cycle track. Parking and Loading: The project proposes to locate parking and loading entrances so that they are not located on the periphery streets or on Elm Street south of the northernmost office tower. This ensures that the pedestrian experience on 12 th Street South, South Eads Street, South Fern Street and Army Navy Drive is maximized. Furthermore, eliminating the location of parking and loading entrances on South Elm Street adjacent to the planned opens paces provides the ability to temporarily close South Elm Street for festivals or events while still maintain access to each buildings parking. Figure 7. Proposed Parking and Loading Locations

Page 20 DISCUSSION Modification of Use Regulations: The following modifications to Zoning Ordinance requirements are requested with the subject site plan proposal: The following modifications for bonus density under the provisions of Section 36.H. are anticipated, however no specific bonus provision requests were detailed in the application: LEED bonus Affordable housing Reduce the office parking ratio to (1) one space per 900 sq ft of office gross floor area from the one (1) space per 580 sq ft of office gross floor area, which is the standard site plan ratio for office/commercial use. Reduce the hotel parking ratio to 0.75 spaces per hotel room from the one (1) space per hotel room ratio required by the Zoning Ordinance. Building heights above the specified heights in C-O-2.5 zoning Approved Policies and Plans: The subject site is guided by the Pentagon City Master Development of February 1976, the Pentagon City Phased Development Site Plan of 1976 (as amended), and the Report of the Pentagon City Planning Task Force of 1997. See the Development Potential section of this report for clarification on the specific use and density allocation for Parcel 1D under the Pentagon City PDSP (as amended). Transfer of Development Rights. The applicant proposes to transfer density from parcels under County control on the North Tract. Staff is in the process of evaluating the amount of density that may be available for transfer to Parcel 1D. Under the County s TDR Policy, in order for density to be transferred, the County Board must certify the density to be transferred by certifying both a sending site and a receiving site. The TDR Policy also states that additional density and other development rights associated with TDRs shall be subject to the limitations on maximum height and other building form regulations applicable to the receiving site, as provided for in the zoning district regulations, the GLUP, and other adopted plans for the area. Additional Items to Consider: The following preliminary items have been identified with the subject site plan amendment: TDR analysis related to the sending sites and receiving site. Large bonus density request and transportation analysis as linked to increase in density. Use-mix. Design of secure facilities. Reduced parking ratios for office and hotel uses. Location, amount and design of open space areas. Proposed building heights exceed permitted maximum heights for the site. Location of proposed parking entrances.

Page 21 Construction phasing, including timing for new segment of 12 th Street S. and associated dedicated transit. Previous SPRC Meetings: So far, there have been seven (7) SPRC meetings for the PenPlace proposal. The following is a recap of the discussion at previous meetings. SPRC #1 February 6, 2012 The first SPRC meeting for the subject PDSP amendment proposal was held on February 23, 2012. At that meeting, staff and the applicant provided an overview of the proposal for amend the PDSP for Parcel 1D. In addition, staff and SPRC members discussed the introduction of a modified SPRC process. It was ultimately determined that the subject proposal would follow the standard SPRC process with the exception that the Civic Associations would be given an opportunity for brief presentations at the second meeting of the SPRC. SPRC #2 April 26, 2012 The second SPRC meeting was held on April 26, 2012 at the Aurora Hills Community Center. At that meeting, staff made a presentation on secure facilities and the Arlington Ridge Civic Association (ARCA) was given an opportunity to present their concerns with the PenPlace proposal. Staff s presentation touched upon varying federal secure facilities standards, as well as the County s office mix and how the need for secure facilities relates to that mix. The impact of secure facilities and how varying security standards affect site design were also presented to the SPRC. The ARCA presentation addressed a number of neighborhood concerns, including the correlation of increased development and potential traffic issues, building heights, and overall density. ARCA also raised a number of their desires for the planning of the PenPlace site, which included a dynamic mixed-use development and 12 th Street South, a single acre of active open space on the site that residents could use, seven (7) day a week and evening activity on the site, limited secure office that fronts on Army/Navy Drive instead of internal to the site, and limited parking. The Aurora Highlands Civic Association representative to the SPRC indicated the importance of a dynamic 12 th Street South, the importance of service commercial uses on the site, additional activity along Fern and Eads Streets, good use of open space, options for the transit way, and architectural design that is different. Another neighborhood representative to the SPRC living in Crystal City indicated that the design on 12 th Street South is very important, that there should be access and circulation on the PenPlace site, and that they were not opposed to height and density. The SPRC raised concerns about the site design of the PenPlace proposal and the overall impact by accommodating secure facilities on the site. Site design was raised as a key element and members indicated that any related issues should be addressed prior to contending with additional issues at SPRC meetings. The SPRC would like to examine a variety of options on the site, including: one (1) versus two (2) secure office buildings, the option of secure versus non-secure facilities, and a variety of building dispositions for secure facilities on the site.

Page 22 SPRC #3 May 14, 2012 In response to initial concerns about the PenPlace proposal, the third meeting of the SPRC was reserved to discuss site design and characteristics. At that meeting, the SPRC discussed the location of the secure office, on-site circulation, open space, and use mix. Members raised concerns about the location of the secure office buildings and that the full use of the site was not enabled due to the office location at the center of the site. SPRC members mentioned that the northeast location on the site near the intersection of Army Navy Drive and Eads Street may be a more appropriate location for secure office. A few members noted that the open space lacked definition and adequate size. Overall, the sentiment from the SPRC was that there needed to be additional analysis of the site and options provided for one (1) or two (2) secure facilities, additional thought given to the location of open spaces and their function, and the mix of uses on the site. SPRC #4 June 11, 2012 The fourth SPRC meeting was reserved for the applicant to present a revised site design with the option for one (1) or two (2) secure facilities and revised open space configurations. Staff followed that discussion by briefly mentioning some of the outstanding issues that had not been addressed by the applicant. The SPRC then discussed the revised alternatives. There was a general sense that the revised proposal was an improvement over the original plan and a number of SPRC members expressed favor for the one (1) secure office option. Additional points of discussion included: whether the southernmost east/west road through the site should be better aligned the possible inclusion of residential into the site the need for additional open space analysis, including use the location of secure office and whether the northeast corner of the site makes more sense understanding of the retail intentions The applicant s revised proposal addresses the draft guiding principles to a degree. The design of open space is more explicit and there is now north-south connection (Elm Street) between Army Navy Drive and 12 th Street S. Overall, staff will need to evaluate the design of the site, including envisioned uses, access, circulation, dimensions, and illustrations to begin fully evaluating the most recent proposal in relation to the draft guiding principles and other policies. The recently submitted urban design guidelines will facilitate staff s review since it provides additional details framed by the guiding principles. SPRC #5 July 16, 2012 The applicant presented the draft urban design guidelines and the SPRC discussed site plan alternatives at this meeting. Similar to the fourth SPRC meeting, committee members expressed general favor for the one (1) secure facility site plan due to an increased amount of usable open space and pedestrian-friendly elements. SPRC members asked questions regarding specific uses that could be incorporated into the site (such as daycare and medical uses), traffic flows, specific uses within the open space, and the ability to ensure that the office building proposed on the northeast corner of the site would indeed become a trophy office building and community asset.

Page 23 The applicant and staff were asked to continue refining the design guidelines and create a tool that could be used to evaluate future final plans and serve as an overall guide for the site. Staff will continue to use the draft guiding principles to inform the site plan review process. As these principles are translated into physical form during the PDSP amendment review process, all parties will continue to seek a more refined application of the principles in terms of density, building heights and configurations, secure facilities, and use mix. At the conclusion of the SPRC process, staff s recommendation to the County Board on the PDSP amendment proposal will consider the draft guiding principles for the site, existing policies for Pentagon City, as well as opportunities and impacts related to major transportation systems and infrastructure investment planned for the area. SPRC #6 September 27, 2012 The applicant presented the transportation and traffic impacts (TIA) associated with the proposed project. The presentation drew upon studies and information included in the draft design guidelines. In addition to the TIA, the applicant presented neighborhood traffic analysis, which provides travel time analysis for multiple routes from the south and east to the site. The SPRC discussed transit, the street grid including connections to Met Park south of the site, cross sections, multimodal circulation, TDM, and parking. A portion of the discussion focused around the completion of 12 th Street and the design of the street and sidewalk. Additionally, the character of the streets and access were discussed in relation to the number of secure facilities on the site. SPRC #7 October 18, 2012 Meeting #7 of the SPRC focused on elements of the applicant s proposal related to the proposed buildings. Elements of discussion included height, massing, density, and architecture. SPRC members discussed general questions related to the elements. Members asked to see surrounding context related to density, as well as an articulation of the principles regarding density on the site. There was general discussion related to a no secure buildings alternative and how that would change the proposed site plan, both in terms of open space and the street network. Architecture and massing was discussed briefly and several SPRC members asked for the assurance that buildings be sculpted and that high-quality architecture is assured. Overall, SPRC members asked for specificity in the urban design guidelines to ensure that certain building-related standards would be met. SPRC #8 November 19, 2012 The design guidelines for the proposed PDSP were the topic of discussion amongst SPRC members. The meeting began with discussion about the concept plan, primarily the number of secure facilities, the orientation of buildings, and open space. Several of the SPRC members preferred a concept plan that includes no more than one (1) secure facility due to the loss of usable open space. Overall, committee member were interested in understanding the differences of the three (3) site plan options. Differences include the amount and use of open space, accessibility through the site for pedestrians and vehicles, and the heights of buildings. SPRC members were asked to provide written comments on the design guidelines to staff for inclusion into a comment matrix. The comment matrix is included as Appendix 3 in this report.

Page 24 SPRC #9 January 8, 2013 Staff provided an overview of the design guidelines comments as distributed by SPRC members and culled by staff. General themes evolved during SPRC discussion. The first was in regard to secure facilities. A number of SPRC members expressed that two secure facilities were too many for the site due to the loss of non-secure open space. There were a number of questions pertaining to the amount of stand-off distance required for a variety of secure tenants. There was a discussion regarding the civic and condominium associations providing comments to staff relative to what they would like to see in exchange for an increase in density and a height modification. Staff also introduced a density allocation table that illustrated the proposed amounts of secure and nonsecure open space for the applicant s three proposed alternatives (0, 1, and 2 secure facilities). Finally, staff presented and the SPRC discussed phasing and the allocation of the street network in relation to the build out of the site. The applicant indicated that the phasing of building construction was difficult to ascertain since there was no plan to construct any of the buildings speculatively. In all instances, the construction of 12 th Street is proposed to be built concurrent with the first development on the site. SPRC #10 February 25, 2013 The tenth SPRC meeting was focused on staff s analysis of the applicant s proposal followed by SPRC discussion. Staff presented an analysis of the streets, open space, buildings, and land uses for the PenPlace proposal and gave a number of recommendations for the various elements. The presentation illustrated two alternative site plan configurations and included a recommendation for only one secure facility on the PenPlace site, the inclusion of additional retail, an option for residential development, and consolidated open space. SPRC members discussed staff s alternative concepts and many favored the square alternative that provided a larger amount of consolidated open space at the interior of the site. SPRC members also discussed a preferred location for a secure facility. A majority of members preferred the northeast corner (A-east) of the site, while fewer members preferred a Fern Street (B-west) location. A couple members expressed that they had no preference regarding the location of a secure facility. PenPlace/Met Park Joint SPRC Meeting March 11, 2013 The joint meeting was focused on the relationship of heights and massing between the two projects. A majority of SPRC comments were related to the distribution of heights on the PenPlace site and the location of the tallest building. Staff provided an overview of the functional and aesthetic location of key heights and how height and massing relates to placemaking. SPRC #11 May 18, 2013 The topic of the meeting was to finalize SPRC discussion on heights and density. Staff presented rationale and recommendations for the elements, while the applicant presented the latest thinking on the topic. In addition, the applicant presented the revised proposal alternatives for site design and land use. Alternatives included one or no secure facility and the provision of additional retail space and the option for residential uses on 12 th Street. A majority of the SPRC members were generally supportive of the applicant s density proposal and the proposal to place the shortest

Page 25 buildings on 12 th Street and the greatest height at the northeast corner of the site. A number of SPRC members would like to see residential development required on-site. Interested Parties: Bernard Alter Katie Buck June O Connell Don Clarke Mike Dowell Arthur Fox bjalter@hotmail.com kathrynlbuck@gmail.com oconnelljm35@hotmail.com Dclarke12@juno.com mdowell9@gmail.com alfii@lnllaw.com Planning Commissioner Chairing this Item: Steve Cole cole.arl@gmail.com Staff Members: Jason Beske DCPHD Planning 703-228-0765 jbeske@arlingtonva.us Brett Wallace DCPHD Planning 703-895-3798 bwallace@arlingtonva.us Rob Gibson DES Planning 703-228-4833 rgibson@arlingtonva.us Marc McCauley AED 703-228-0835 mmccauley@arlingtonva.us Diane Probus DPR Planning 703-228-0787 dprobus@arlingtonva.us

Appendix 1 PenPlace PDSP (SP #105) Page 26

Page 27

Page 28 Appendix 2 Recent Neighborhood Transportation and Traffic Improvements The County has established programs to identify, prioritize, and fund neighborhood transportation projects. These programs help make Arlington streets safer and are more accommodating to pedestrians, cyclists, transit users and motorists. Within the past few years, Arlington s Department of Environmental Services has completed the following transportation related projects in the Aurora Highlands and Arlington Ridge neighborhoods: Projects in Arlington Ridge Civic Association (ARCA): Changed the speed limit on Arlington Ridge Road and 23 rd Street South from 30 mph to 25 mph; Installed six speed displays on Arlington Ridge and 23 rd Street South; Adjusted the signal timing, installed countdown pedestrian signal heads and new traffic signal heads, and reduced the number of thru travel lanes on Arlington Ridge at 23 rd Street South; Installed pavement markings to narrow the travel lanes on Arlington Ridge Road; Upgraded existing crosswalks to high visibility markings and installed new crosswalks across Arlington Ridge Road at S. Lang Street and at 20 th Street South; Installed school flashers on Arlington Ridge Road for Gunston Middle School; Built new curb, gutter, and sidewalk on the south side of 23 rd Street South west of Arlington Ridge Road; Worked with a consultant and the neighborhood to design and implement, over a two year period operational changes with temporary rubber curbing and bollards on Arlington Ridge Road at Oakcrest Road, South Lang Street, and 28 th Street South/South June Street; Reconstructed temporary improvements at Arlington Ridge Road at Oakcrest Road as permanent: Upgraded and installed additional signage along the entire length of Arlington Ridge Road and 23 rd Street South; Removed/relocated three communication boxes that were obstructing the sidewalk along Arlington Ridge Road; Installed warning flasher on the ramp from I-395 to Arlington Ridge Road. Projects in Aurora Highlands Civic Association (AHCA): Constructed sidewalk on the south side of 23rd Street South from Arlington Ridge Road to South Nash Street; Installed new handicap ramps and upgraded bus stops at 23rd Street South at South Hayes and South Grant Streets; Constructed new sidewalk on South Joyce Street(phase 1, 2, completed and 3 pending); Built new bike lanes and sidewalk along Army Navy Drive; In addition to these improvements, there have been numerous neighborhood-level investments made through Arlington s Neighborhood Conservation (NC) and sidewalk Missing Links programs. To date, over the last ten years, these two programs have resulted in nearly $5

Page 29 million in projects within the Arlington Ridge and Aurora Highlands neighborhoods. The County has completed 11 projects in the Arlington Ridge Civic Association, totaling approximately $1.6 million of transportation and neighborhood improvement expenditures in the neighborhood. During the same time 19 projects have been completed in the Aurora Highlands Civic Association neighborhood totaling approximately $3.2 million in neighborhood investments in transportation enhancements.

Page 30 Appendix 3 PenPlace Design Guidelines Comments Staff has received and included design guidelines comments from the following SRPC members. Carrie Johnson Nancy Swain Tiffany Joslyn Mike Dowell Karen Kumm An additional comment matrix is submitted following the first table to respond to comments submitted by Karen Kumm. Primary comments are embedded in the following tables. Additional general comments are included at the end of the document. Applicant responses are included in the last column. Page Topic Comment Response Include stronger statement that guidelines Will modify. Purpose of 2 will frame and direct development after guidelines adoption by County Board 2 nd paragraph: State that maximum densities Not Design Guideline issue, Project will be accompanied by commensurate to be discussed further 2 summary public improvements and community and determined at both benefits PDSP and 4.1 approvals. 2 Introduction 4 5 Regional Context Immediate Context 6 Introduction The "mixed use" project described is vastly office, a rather small hotel, and very little retail space. This is a very limited mixed use. This introductory comment is simply positive, and doesn't mention any of the "other" aspects of the regional context. Doesn't mention this is part of the Phased Development Site Plan for the 116 Pentagon City tract. These few quotes are a small part of the full PDSP established in 1976. The 1997 report Task Force was intended to emphasize looking at the Pentagon Row site rather than the entire tract. While some residential was converted to commercial for Pentagon Row, other residential was relocated to elsewhere in Pentagon City. Mixed use includes area as a whole, comment will be modified further. N/A. Will modify. 7 History The complete history of the PDSP changes Met Park Design N/A.

8 Uses 10 Transportation Overview 10, 27 etc Intro/Transit 2,14 etc Vision 14 Vision 14 Objectives 15 Vision 18 Concept Plan compiled by the staff does not include the County Board approval of the Met Park guidelines in 2004. The 7/14/2009 PDSP amendment said the 930 residential units on Parcel 1D could be on either 1D or Parcel 3. The hotel units could be on either parcel as well. On the diagram, the arrows should go both ways. The reason C 0 2.5 was placed on the site is specifically to limit the office which is expressed in the first line of the code. Recognizing this area had significant traffic, air and noise pollution, a purposeful decision was made to limit office use. The transportation overview, while strictly correct, doesn't mention any crowding of transportation facilities such as I 395, etc. This aspect isn't mentioned anywhere in the transportation section that i noted. What is proposed two way cycle track on Army Navy Drive? Sounds like a velodrome. Gateway is a wildly overused term. Is this really a gateway (from where and to what?) or a visual landmark? Vision and Objectives should be explicitly related to the guiding principles, including ref. to the appendix Need to add a statement to the objectives about creating a layout and plan that will afford and promote community use of the green and outdoor space. This should specifically guarantee public access to these spaces, prohibit the secure facilities from over taking and/or blocking off this green space, and to the extent possible articulate a guarantee to a community voice in programming the space. Re placemaking, see above re lack of attractions to center of project. Include language that reserves the teardrop plat of land for public use (preferably green space) in all circumstances. However, PenPlace PDSP (SP #105) Page 31 Guidelines were part of the Met Park Phase 1 approval. The 2009 PDSP Amendment allows for the transfer of units as described in the Met park Design Guidelines, arrows indicate the direction in which the units may be reallocated. N/A. Transportation is separately addressed in Applicant s traffic study as well as local traffic analysis. Added at Staff s request. Visual gateway from I 395. To be discussed further. Will add statement about objectives, balance to be discussed further. Place is centered around transit and a lively 12 th street. Under discussion with County.

18, 63, 64 22 22 26 28 TMP 28 Framework, open space Streets / Transportation Streets / Transportation Multimodal Access Streets / Transportation assuming that is not possible in all cases, then it should be guaranteed if the twosecure building design is implemented. Teardrop parcel is not in PDSP area and its future is not discussed except in these maps and open space computations. It should not be counted as public open space unless that is a firm commitment by applicant under all options. If so, guidelines should include either design concepts or reference to a future community planning process. Site plan conditions must reference the 5% maximum allowable increase in traffic volume documented in the CC Sector Plan. Real time traffic monitoring and real time signal control shall be put in place on the surrounding roadways and intersections to facilitate real time management of traffic to mitigate the following concerns 1. Excessive traffic volume through the residential neighborhoods in excess of the 5% volume increase over the baseline. 2. Conflict with the public transit flows on Hayes Multi modal 3. Accommodation of unforeseen security conditions 4. Accommodation of fairs, festivals and other pedestrian intensive or bicyclist intensive activities 5. Mitigation of weather or other crisis events. Guidelines should clearly indicate the guaranteed public access routes for pedestrian, bicyclist and car. Sounds minimal for this much office development. This point is not necessarily something the developer has control over, however it must be addressed in some way. The path along S. Eads between Army Navy and the Pentagon Metro station must be made pedestrian PenPlace PDSP (SP #105) Page 32 Teardrop is part of application. To be discussed further. PenPlace is not part of Crystal City Sector Plan, also not a Design Guideline issue. Real time monitoring and signal control relates more to how the County DOT controls and operates their signals, not a Design Guideline issue. To be discussed further and addressed in site plan conditions relating to signalization. Public access routes are shown collectively on p. 24 27. Details to be worked out with Staff and others as part of Transportation Demand Management. No response requested.

29, 105 Block structure 30 Streets 33 Streets / Transportation 41 43, 67 Elm Street 44,45 Unnamed streets 57 Parking 59 Secure streets 59 Secure streets (cont.) friendly and accessible. Relieving pressure off the Pentagon City metro will be absolutely critical and providing additional access to the bus hub of Pentagon metro is essential. Clarify when decision about alignment of west block of 11 th Street is to be made. Is festival the correct MTP designation for Elm Street? Need to show how one walks to the Pentagon. Just because it is close to the Pentagon doesn't mean it is convenient. Broad sidewalk will need more shade to be inviting in summer Functions of streets serving non secure building entrances need more attention. If for building traffic only, can they be narrower? One way? As alternative, in a 1 or no secure building options, can these streets take traffic off the central segment of Elm and free that up as pedestrian space? On street parking is praised for enlivening streets. However, image shows street with retail, a prime justification for short term onstreet parking. What s the justification north of 11 th St? Outstanding issues (for some document, not necessarily guidelines): Would these be public or private streets? How about their sidewalks? What about emergency access? Who would maintain them? Who would shovel snow? If 10 th between Elm and Fern is secure, what s the effect on current or future vehicular access to the south side of the Marriott site? If 10 th between Elm and Eads is secure, what s the effect on vehicular access to the south side and entrance of the trophy office building? PenPlace PDSP (SP #105) Page 33 Will modify p.105 (Phasing). Will modify. Full pedestrian access is provided along Fern Street. There is also more limited pedestrian access provided along Eads. To be discussed further. Will evaluate further and discuss with Staff. General public use, traffic calming, events, retail overflow, etc. If secure as shown in plans streets and sidewalks would be private and maintained as such. Sidewalks intended to have public access. If 10th is secure between Fern and Elm, the existing driveway to the Marriott will not be changed. The transportation analysis does not show excessive queuing at the security booth near Fern that would impact Fern Street or the Marriott driveway. If 10th is secure between

63 64ff, 73 Public realm arithmetic Open space 64 65, 69 Park uses 65 66 Open Space / Public Realm Goals Tables on this page need close attention. Besides teardrop related questions (see above), what new roadway is being claimed as public realm under each option? And what s the purpose of this table? Does it reflect commitments (and if so, are the secure streets to be private)? (a) See comments above re need for retail or other attractions to draw people north of 11 th St. on weekends and evenings. (b) The interior open spaces should be softer and less linear in design, with biofiltration gardens located so as not to restrict passage between sidewalks and green or plaza spaces. (The following comments on each area may not pick up all relevant page references.) Central green should invite informal active recreation. 2 nd bullet p.65 says green parks can accommodate active uses but description p.69 emphasizes simple dignity of a civic space for lounging and watching shows. (a) How about an area for court sports (basketball, volleyball)? (b) Will county or developer be programming and managing this park? Need to address which public spaces will be programmable and who will control them, in lieu of not having residential on the North side, it would be helpful if the resident s community association had preferred access to the programmable space on the north side. Annotate the parks with the actual walking distance to each park (although it is nice to know how far the birds need to fly to get PenPlace PDSP (SP #105) Page 34 Elm and Eads, access to the trophy office building will be provided along Army Navy Drive. Again, the analysis does not show excessive queuing at the security booth that would affect Eads Street. New road grid is being added in all schemes. Purpose is to provide total area of new public spaces including open space/plazas, sidewalks and roadways. Retail is intentionally focused on 12 th Street where it will have sufficient critical mass to be successful. Interior portions of the site can be programmed for events on weekends/evenings. Design will be further defined with 4.1 final site plan approval. Will modify. Active uses dependent upon secure tenant. Programming to be handled by Owner or Business District (currently under consideration). See above. Will add to page 62 (Open Space Map).

Page 35 from green space to green space) 67 Open Space This open space will be all paved over. N/A. A civic promenade is justified only if it leads to something more magnetic than public art and an office entrance. This one could use more shade and frequent features such as Design to be further defined at 4.1 final site plan approval. 67, 73, kiosks, which should be integral elements of Linear plaza 78, 82 sidewalk design rather than possible furniture (p.78). Biofiltration gardens, if not relocated to secure space, should not limit connectivity between the sidewalks and plazas or greens. 68 12 th St plaza Concept shown is very boring and flat. Can be discussed further, design to be further defined at 4.1 final site plan approval. 68 70 Secure open space 64, 71 10 th St plaza 72 Sidewalks 78 81 82 Security elements Teardrop plaza would be good for lawn bowling/bocce and curling. Any quiet activity at a secure office may be highly problematic. How is this a focal point, except for people walking from transit to the office entrance? The text (p. 64) and images (p. 71) reference outdoor dining but no retail is proposed for this building. Especially under the 2 securebuilding option, it will be an isolated entrance and drop off point on weekdays and totally dead space the rest of the time. What justifies a 22 ft wide sidewalk on Army Navy Drive? Need to plant Elm trees on Elm street, else change the name Features should comply with NCPC guidelines for attractive security barriers. Bulky concrete planters should be discouraged, and allowed only with firm commitment to maintain live flowers therein. Overall building lighting visible from the outdoors shall be in accordance with the intent of dark sky this includes appropriate use of tinted glass, interior illumination levels and timers to ensure that building interiors do not have excessive light spill into Design to be further defined at 4.1 final site plan approval. Will modify. To be discussed further. To be discussed further. Trees to be determined at 4.1 final site plan approval. Will evaluate further. This is addressed on page 79.

84 88 90 Building program 91 Heights 92, 95 Massing 92 Massing 94 Building base the outdoor environment. Provide a security reference (document/version/date) for this section, as this is prone to change Density calculations seem to assume very blocky buildings with no tapering. Taller/private buildings should have more interesting forms. (a) Explain why Office 2 on Fern St should (1) go up to 22 stories and (2) have the same height as the supposed trophy Office 4. (b) Note that all heights equaling or exceeding 20 story office building approved over Metro must be justified by exceptional design and benefits. Massing concepts are very conventional and uncreative. Principle #3 (articulation) should be bolstered with detailed guidelines for setbacks (more than 5 ft.), stepbacks and so on. What is the purpose of the tower setback zone at Army Navy and Eads? No retail or major entrance is planned there. Does shifting the tower to the west provide even better views? 5 th bullet ( base may set in up to 10 0 from face of the tower above ) suggests that with PenPlace PDSP (SP #105) Page 36 Will modify comment on page 81, however no specific security document is intended to be referenced. Buildings will be designed at 4.1 final site plan stage, language in Design Guidelines intended to promote interesting forms. In one secure scheme, need flexibility for full height to accommodate large GSA requirements since there is only one secure building. In nosecure scheme, seeking flexibility on height and floorplate size, however as mentioned previously there is not sufficient density to build all buildings in this plan to their full height. Design/benefits to be determined at 4.1 final site plan, this is also part of the Guiding Principles. To be discussed further. Detailed massing to be determined for each building at 4.1 final site plan approval. Setbacks at Army Navy and Eads provide buffer zone from towers to streets. The setback at the NW corner of site preserves view corridors for other buildings. Towers will not protrude beyond established limits

96 Tower tops 100 Retail 100 Buildings and Architecture 102 Parking 105 Phasing base at back of sidewalk, towers may protrude into air space above sidewalk. This should not be allowed. Period. (a) Top features should be integrated into top 1 4 floors of building, not just shields around mechanical penthouses. (b) Special attention should be given to design of towers visible from DC and freeway approaches to Pentagon City, i.e. those marking the gateway. (c) Mention maximum allowable height of mechanical penthouses. (d) Any occupied outside space on rooftop or high floors should be sensitively lighted per new county standard site plan condition. Should not be limited to 12 th St end of the project. If the definition of retail does not include restaurants, cafes, and service retail, then that must be amended or language on that must be included here. "Retail" should not be limited to stores that sell goods. In addition, there should be some language discussing the inclusion of retail on a portion of S. Eads Street at least at the corner of 12th Street and S. Eads preferably a restaurant. In addition, the buildings should include public access observation decks. The development must provide public parking, not just parking for the building tenants. In addition, some provision for free public parking should be made, preferably following the model of Crystal City's free evening, night and weekend parking. Many details needed, including: (a) Would each new street segment include a sidewalk on the far side, or just curb? (b) What would be the initial location of 11 th St. behind the PenPlace PDSP (SP #105) Page 37 and will not overhang designated sidewalk zones. Rather, portions of the lower levels of the building may be recessed from the sidewalk to differentiate the tower from the base. The intention of this guideline is to ensure that tower tops are "integrally designed" with the balance of the building Futher detail regarding skyline articulation and heights of mechanical penthouses to be discussed further. Retail is intentionally focused on 12 th Street where it will have sufficient critical mass to be successful. No issue with retail definition that we re aware of. Other retail/design requests not a Design Guideline issue, to be addressed at 4.1 final site plan. To be discussed further. To be discussed further.

105 Unbuilt areas Appendix Appendix Guiding principles hotel? Who would be responsible for rebuilding it if moved later? (c) The note says responsibility for the central part of Elm St. would be determined with final building design. Why not require this of the first middle building? (d) If Office 4 (at Army Navy) is built before the middle buildings, what connection from 10 th to 12 th St will be required? Applicant should be required to clean up the whole site and make large parts of the unbuilt sections presentable and open for interim public use. This whole section seems tacked on and designed to show that the developer is responsive to principles created by staff and community. However, once the PDSP amendment, principles and guidelines are approved by the Board, the developer/staff distinctions will disappear; there will be one set of mutually agreed on framework documents. Therefore, shouldn t the guiding principles be blended into the body of this document? They could be used as topic statements for each section of the design guidelines (and substitute for some of the jargon there now). (Note: this is partly a major formatting point but also addresses the status of the guidelines.) Note on page 109 the allocation of densities should reflect what was referred to earlier. The residential and hotel can go on either Parcel 1D or Parcel 3. PenPlace PDSP (SP #105) Page 38 To be discussed further. Portions have been blended in however the appendix remains as a reference to the LRPC process. This is noted on page 111.

Page 39 Comments on document organization, wording and style: Page General topic Comment Response 3,18,29, 34 5, 48 9, 50 1, 52 Base case is a two secure scheme, however as presented these are three 3,56, interchangeable schemes. Order of No secure building option should always be 57,63,64,8 options shown first and regarded as the base case 3, 86, 88 90,91, 113,116, 121,124 4, 17 Intro/Vision Re secure offices, note proximity to Pentagon Will modify. as major driver 5 Intro/context Include good description of surrounding area. Will modify. 6 7 Intro/history Pages are a hash, with images, though not all easy to follow, providing more background than the words. Needs clearer explanation of Pentagon City s evolution, density allotments and proposed shifts. Also summary of 2010+ PenPlace submission and review process. Drawings of 4 PenPlace options, if included, need some explanation. Will evaluate further. 8 Intro/Uses Table re Mix of Uses at Metro Station Areas belongs with transportation, perhaps p. 24, not here. Intended to show mix of uses for area, not transportation per se. Will modify. Intro/Land 9, For hotel sizes, use xx Rooms, not Keys Uses Vision/Transi Complete 12 th St. should precede Enliven Will modify. 16 t 12 th St Image of high quality public space is too Will modify. Vision/Desig 17 murky, private office building looks n mystical Pages can be combined. Images on 19 are Will evaluate further. 18 19 Framework superfluous. Most of the context paragraph also appears Will modify. Transportatio on p.10 and in the Intro. It doesn t need 22, 10 n repeating 3 4 times. Earlier summaries could simply reference this section. Very busy map. Problems: The dark shaded This is County MTP map Pentagon City and Crystal City areas (a) from 2007 and we believe 23 Trans. map do not take in all of either sector, and (b) are the most current version. distracting. Also, #9 (North Tract/Mt Vernon Trail Connection) is proposed. 24 Transit Is the varying thickness of the yellow Thickness indicates higher

Page 40 25 26 31ff 58 59 62 access map Bus etc access Street sections Garage entrances Secure streets Open space context 71 10 th St plaza 83 87 Elm St connectivity Building context 91 Heights pedestrian routes significant? If so, explain. And why label the Mall here? Pages and maps can be combined. (a) Include dimensions of existing streets. (b) Images should be consistent in direction (not looking N along Fern but S along Eads, etc.). (c) Aerial images should have more accurate proportions; several exaggerate the width of streets compared to adjacent security zones. (d) Aerial images should show building entrances and on street parking where proposed. (e) Images of secure sections should include checkpoints. Image doesn t clearly show any protections for pedestrians. Two images should be merged into one for each option. Text as well as map should (a) label Phase II of Long Bridge Park as future. (b) Map should show CSX rail corridor between Long Bridge Park and Roaches Run. Text refers to intersection with Clark Bell Street not Elm. Page is redundant. Page is redundant see p. 9. Planned Crystal City 200 ft. maximum should be converted to stories, or others stated in feet, for easy comparison. 97 Private office Page is platitudinous and can be omitted. 103 104 Appendix Entrances, parking Sources of text Diagrams on two pages should be combined to provide overview of traffic patterns, possible conflicts, etc. The LRPC Process section reads like a staff document. If it is, it should be attributed to staff given the Vornado brand on the draft as a whole. expected traffic, will modify the drawing to indicate this. Mall labeled due to pedestrian draw to amenities. Streetcar intended to have a separate page. Will evaluate further. Will modify. Intended to show various options in standalone diagrams. Will modify. Will modify. Will modify. Will modify. Will add feet reference to PenPlace. Can remove but pictures are intended to illustrate concepts. Will modify. Will label LRPC Guiding principles as such.

Page 41 PenPlace Urban Design Guideline Comments Submitted by Karen Kumm Morris, FASLA Page Topic Comments Response 14 Objective 2 nd Bullet add walkable before Will modify environment. 14 Objective 4 th Bullet Add streetscape after open Will modify spaces. The guidelines should create a framework for streetscapes that create a unified treatment for future site plans. 14 Objective 5 th Bullet contains two objectives, one Will modify related to mixed uses and the other about street edge. 5 th Bullet should add that mixed commercial and hotel uses should be used to activate streets and open space. Create a new 6 th Bullet that states buildings should be used to define street edges andn open spaces unless the structure is a secure building. 16 Enliven 12 th St Image Find a more appealing streetscape aesthetic image that shows people enjoying their walk, emphasize shady, tree lined sidewalks, special paving or seating. Will modify 17 Quality Bldg. Image Find a more activating ground level building that is not a box, incorporating more offsets, and façade articulation. 22 Trans. Vision Find a better image depicting a superblock divided. The image for this concept shows programming of open space. 23 28 Transportation These pages provide useful transportation information but are not guidelines. The TMP also is a requirement, not a guideline. There are guideline elements that could be derived from this info such as Locate bike share facilities near transit stops, etc. Need to rethink this section. Will modify Will modify 30 Hierarchy Excellent! Thank you. 32 12 th St. Section Please consider providing a wider sidewalk along 12 th Street to better accommodate pedestrian volume (a major route to Metro and a transit stop). 22 feet is insufficient for this major pedestrian route resulting in only a 10 foot clear zone after all the streets elements are installed. An allee of street trees along the curb face also could help reinforce the hierarchy and importance of These pages were added in response to staff comments. Will evaluate further and discuss with staff. A fully activated sidewalk zone encourages retail activity and enlivens the life of the street, sidewalks that are too wide dilute this effect. A 22 foot sidewalk width on 12 th Street is consistent with good urban planning for bustling/lively

Page 42 12 th Street, and provide needed shade on the south side of the buildings. A wider sidewalk would also permit more café seating and activate the street. sidewalks. This is consistent with 22 foot maximum sidewalk widths required on main boulevards in the Crystal City Sector Plan and greater than the 20 foot streetscape standards called for in the Rosslyn Ballston corridor. Good examples of well designed urban sidewalks are Crystal Drive in Crystal City and Bethesda Row with approximately 20 foot or less sidewalk widths. Also note the pedestrian plaza on 12 th Street at Elm Street is over 130 feet wide and is available for additional seating and activation. 44 Access drives Emphasize the pedestrian environment by considering a one way drive with parking along the building faces that front the central open space. Use Elm Street for two way traffic. Treat the one way drive as a woonerf with special paving accommodating pedestrian movement. Do not develop as a curb/gutter street section. 53 Parking Lanes Section shows a 7 foot wide parking lane. Should conform to County standard for 8 feet wide. 56 Ped Crosswalks 58 Parking Entrance No secure building scheme does not provide for pedestrian crosswalks at T intersections. Need to emphasize pedestrian access and not make pedestrian walk down to 4 way intersections to cross. Access to hotel parking and loading should be via a driveway and not a street section. Prioritize pedestrian access with a continuous sidewalk, not a curb/gutter street into the hotel. Excellent example of prioritizing the pedestrian. Street section on page 44 currently shows a curbless street and the street section on page 45 will be revised to match. One way traffic will be evaluated and discussed with staff. Arlington Master Transportation Plan permits parking lanes of 7' 0" on local streets (Table 2.0, page 31). Will modify. Provisions will be made to ensure that adequate soil

Page 43 If underground parking is anticipated throughout the superblock as shown in diagram, the streetscape plan should provide special tree planting details that ensure adequate soil volume (1,000 cf/tree), drainage and 5 foot vertical offset from the garages. 62 Recreation Good mapping of recreational facilities, but no analysis. Need to identity needs and how PDSP addresses them. Guidelines should show how to provide these needed facilities and programs. Guidelines are not requirements or commitments. 65 OS Principles Excellent list, good images, but needs to include: 2 nd Bullet a stronger commitment to active uses not just can accommodate but will accommodate through programming and design. 6 th Bullet again, more commitment. Instead of Examples would be restate to read Provide amenities such as newstands, drinking fountains, etc. Add to this list artwork, splash fountains for children, relocatable basketball courts, and other activating features. 7 th Bullet Great principle but needs to add movable tables and chairs to all major open spaces not just the 12 th street plaza to accommodate social seating. To be managed by a management entity. Add additional, very important bullet Establish a non profit entity to manage open space activities, programs, promotion and maintenance. Management entity to be created by developer in early stages of development. 67 Linear OS Add language: Linear pathway clear zone should be no less than 22 feet providing adequate space for festival tents and other activities while still accommodating a 10 foot minimum walkway. Replace 3 rd image showing a café blocked sidewalk with a more appropriate image volume and offset is provided at locations where trees are located. This exhibit was provided in response to staff request. Additionally, Design Guidelines are intended to guide development on the block, not evaluate needs of the entire PDSP area. To be discussed further, specific uses to be determined at 4.1 final site plan phase. Programming to be handled by Owner or Business District (currently under consideration). Linear pathway clear zone varies and is defined on pages 73 and 74.

Page 44 showing street festival tents with a clear walking zone. 68 12 th St. Plaza Potentially an exciting space but needs to commit to more than just café seating. 2 nd to last sentence, add: This will be a gathering place, with benches and café seating, moveable tables and chairs for public use, custom designed splash fountain for children, shade trees, unique and exciting paving design, multi purposed performance space and seasonal interest with lushly planted planters. Shade will be provided by a bosque of canopy trees and shade structures. Replace middle image showing static, non social but colorful concrete seating with a image that shows moveable tables and chairs (think of Holly White s studies) 69 Central Park Excellent concept. Like the mixed use function of the building s driveway as a pedestrian space as well. Need to match the transportation section that shows a curb and gutter street and parking with this better OS concept. Include special paving within the drive to integrate with plaza paving. Key to this Central Park functioning as an active space is a program entity. Think Bryant Park type of activities managed by a non profit. PDSP needs a commitment to this management entity, not a guideline level of commitment. Otherwise, we are just looking at pretty pictures with no guarantee that this type of place can be achieved. 70 Secure OS Add language that ensures extensive plantings of trees. These areas offer a significant opportunity to increase the urban forest coverage. 71 10 th St. Plaza Excellent idea for a focal point. Why not also create bookends with a focal point at the other end of the Linear Plaza at the 12 th Street Plaza? The 12 th Street Plaza is the central space and lacks such a visual statement. Replace the first image of the Chicago Bean with an image that is more in scale with the 10 th Street Plaza. The Bean would be more Will modify to list additional potential site features however final design and features will be determined at 4.1 final site plan approval. Middle image will be replaced. Street section on page 44 currently shows a curbless street and the street section on page 45 will be revised to match. Paving details to be determined at 4.1 final site plan approval. Programming to be handled by Owner or Business District (currently under consideration). Details of landscape design to be determined at 4.1 final site plan approval. 12th street plaza is intended to be an extension of activity on the retail street and streetcar so it is not considered an ideal place for a focal point. Image of Cloud Gate sculpture in Chicago (a.k.a. "the Bean") will be replaced.

Page 45 appropriate as an art feature in the 12 th Street Plaza. 72 Sidewalks This section forms the beginning of a streetscape plan. It covers the widths of the sidewalks but doesn t give sufficient guidance to other streetscape elements. Without more specificity for these streetscape elements, piecemeal decisions over the 10 15 year build out of the plan potentially may result in a disjointed, un unified place. 1. Tree Planting zone needs to be at minimum of 6 feet wide to help achieve a minimum of 750 1,000 cubic feet of soil volume per tree. To achieve a unified streetscape, street trees need to be identified for each street with diversity achieved throughout the district and allowances made for substitutions if necessary. A simple plan view specifying species should be added. This avoids ad hoc decisions over time on which tree species to use. 73 Sidewalks 2. Sidewalk paving should not be a poured in place concrete. Unit pavers should be specified to achieve a more pedestrian scaled pavement, distinguishing the district. Provide a wider sidewalk width along 12 th Street given that this is a major pedestrian route to Metro, a significant café zone and the primary retail frontage of the project. Consider an allee of trees on this side of the street to highlight the frontage and create a shady setting for the retailing and café activity. Think of Bethesda Row along Woodmont Avenue. 74 Linear Plaza Identify the dashed line under the sidewalk. Is this the continuous soil panel for the street tree? Need to specify that 750 1,000 cubic feet of amended soil will be provided for each street tree. Current research shows that canopy trees will not grow up as expected with less soil volume. Details of streetscape elements to be discussed further with staff. Soil for tree planting zone may extend beneath the clear walking path to ensure adequate volume. Details regarding street tree species to be determined at 4.1 final site plan. Cast in place paving at sidewalks is provided in response to accessibility concerns an as per Arlington standards. Regarding the sidewalk width, please see response for page 32. The dashed line refers to the continuous soil zone. To the extent that this zone does not meet Arlington County standards at 4.1 final site plan approval, additional planting soil can be accommodated by widening the continuous soil zone as

Page 46 required. 75 Plant Material Add statement that all street trees shall be tall growing, deciduous canopy trees. Like the emphasis on flowering plantings for open spaces that will give seasonal interest. 76 Paving Allow provision for special paving at major building entrances. Replace the poured in place concrete image with a unit paving example. This last image also does not conform to county standards for a street tree separating the pedestrians from the traffic and should not be included. 77 Furnishings Place making identity is achieved through consistent use of furnishings such as trash receptacles, benches, etc. This section needs to identity or specify the recommended furnishings not simply list their performance functions. Bike racks and other unique furnishings can have more variety without undermining place making identity. 78 Seating Innovative seating should be encouraged. Excellent. But, also should state that seating should encourage social interaction and be moveable to accommodate different sizes social groupings. 79 Lighting Specify special pedestrian lighting along the Linear Plaza. Need to give specifics because of the phased nature of build out. Without more specificity, piecemeal decisions over the 10 15 year build out of the plan potentially can result in a disjointed, ununified place. 80 Art Great examples! But, language does not suggest a commitment to providing. Revise to state: Art will be used as a focal point. 81 Security Replace first two images of planter with more attractive examples. The planters shown are early examples of hastily plopped down planters to meet federal requirements. This approach should not be copied when there is an opportunity to design an integral secure element. 82 Stormwater Excellent opportunities created within the OS system. Good job! The key is to achieve Will modify. Will modify. To be discussed further with staff. Will modify. To be discussed further with staff. To be discussed further with staff. Will modify. Thank you.

sufficient space for these important features without compromising the pedestrian zone. 83 Connectivity A commitment is needed. Should state: Will provide, not can provide. 86 Buildings 1 st objective references uses and not buildings. Architecture must also be compatible and complement the nearby existing and planned residential community. 87 Site Uses Make a commitment to activating uses (not necessarily retail) along non secure buildings that front open space and streets. 88 90 Buildings Majority of images show facades that emphasis the horizontal floors. This emphasizes a building s bulk and mass, and the boxy nature of the form. More slenderizing façade treatments are needed. Replace these images with more articulated façade designs that express verticality. 92 Massing 3. Suggests that vertical and horizontal articulation are equally acceptable. Emphasis is needed upon the vertical expression of the façade design to minimize the bulk and monolithic character of buildings that are all at least 200 feet in length. 93 Building Images used for the middle and top of the building are not examples of verticality in design. Replace with better images that do not express bulk and mass. 94 Bldg. Base Replace building articulation image with an example that actually represents significant articulation. The image shown is so minimalist that one can t see the articulation. 95 Bldg. Tower If minimizing building bulk and mass is an objective, it is hard to see this objective reflected in these images. Please replace all four images with more articulated expressions that truly break up the bulk and mass of the buildings. This is not about character or style, it is about design. 96 Bldg. Top Good text, but images don t match up. Especially the 1 st image labeled articulate building tops. This articulation is so subtle that one can t see it. Please find a better example. Will modify. Will modify. PenPlace PDSP (SP #105) Page 47 To be discussed further with staff. Images will be further considered. Design guidelines are intended to provide flexibility for future design creativity. Detailed review of building design will take place at 4.1 final site plan approval. Images will be further considered. Images will be further considered. Images will be further considered. Images will be further considered. 97 Architectural It might be good to incorporate some brick Materials palate on page 101

Page 48 Expression into the 12 th Street Buildings (base, tower and top) to achieve a more coordinated corridor with the brick residential buildings on the south side of the street. Compatibility is a stated objective of the building s section. 99 Hotel Replace 1 st image with a more interesting architecture. The horizontal, repetitive expression of this façade is not appropriate for the signature hotel. 100 Retail Replace image showing multiple entrances. This example shows a primary building entrance with a recessed secondary one. This is not an example of a retail street envisioned for 12 th Street. Find a better match. 101 Bldg. Materials The majority of images show different materials but used in massive, unarticulated façade designs. Especially troubling is the precast image that looks like a 1970 80 s design. Please match up the images to the stated objective to minimize building mass and bulk. The masonry images are the only ones that actually look like there may be some verticality in the design. 102 Buildings Entrances 103 Bldg. Entrances Need to specify special paving at building entrances to highlight the entrance. Office 1 needs to have multiple building entrances with at least 3 entrance to activate the 12 th Street plaza and 11 th street side that fronts the Central Park. Hotel needs multiple entrances as well to better accommodate pedestrian access and activate the streets. 105 Phasing The entire street network should be built at the 1 st phase of the project allowing pedestrian and vehicular access to circulate and distribute the traffic thus avoiding congested surrounding intersection from an incomplete grid. Building the street framework will create building sites that future development can fit into. The constraint raised by underground parking is self imposed. Parking under the streets creates issues for utility service, street trees of design guidelines includes masonry as a potential building material. Building design to be determined at 4.1 final site plan. Images will be further considered. Images will be further considered. Images will be further considered. Provision will be added to open space section to permit special paving at building entrances. This diagram shows the main entrance to each building lobby. Additional entrances to retail and other uses will also be provided on 12th street and the plaza. Not practical to build all streets at first phase. Phasing to be discussed further.

Page 49 and public ROW concerns. If the entire street network must be built in phases, then 12 th Street must be built in the first stage along with Elm Street to carry traffic and pedestrians through the site to transit and open space recreational areas. General Comments Tiffany Joslyn The developer should reserve, and seek out tenants for, one floor of a non secure building for service commercial, such as a day care, dentist, eye doctor, dance studio, etc. The developer should secure some sort of recreation facility within one of the non secure buildings. The developer must provide explicit community compensation tied to the one and two secure building plans. As the community loses public and green space as a result of these plans, the community should receive some form of compensation. Potential compensation could include: preserving the tear drop area for public green space; securing two floors of one of the non secure buildings for a public atrium/garden; observation decks on the non secure buildings; public meeting space; funding for community events; funding for redevelopment of the AHCA community center. The developer should articulate a plan for the space during the development process. Carrie Johnson Overall, reviewing the draft has redoubled my concern that all office development north of 11 th Street, even if not secure, will create a large weekend and evening dead zone with no perimeter vitality along Fern St., Army Navy Drive and most of Eads St., and little or nothing to attract people into the central public spaces along Elm St. No retail is proposed north of 11 th. In contrast, Potomac Yard Bay C, approved in 2007 with 1,064,298 sq. ft. of office in four buildings around a central green, includes 41,325 sq. ft. of retail with some in each building. PenPlace developers emphasize the mix of uses among superblocks; county policies call for mixed uses at more granular levels too. One approach would be to require that all allotted 882 hotel units (582 on this parcel plus 300 from MetPark) be used for hotel, residential or some other seven day use such as retail, medical or educational with none converted to office use and that every non secure building include some seven day use. Peter Amato (representing the Representative Condominium) Quite frankly, there is little interest either on my part, or among our residents, as to the micro issues of street furniture and adornments to which, unfortunately, much of the design guidelines speak. Rather what issues are of principal concern to us are the macro issues of allowable building heights, densities, parking spaces and land uses. Our frustration is that these critical issues have not been fully vetted at the SPRC meetings, and no viable alternatives have been proposed. These concerns are well

Page 50 summed up in several points within ARCA's Membership Resolution re: PenPlace adopted, November 15th, by a vote of 73 1 as follows: o #4. At least one building on the site should be residential; o #5. The overall density should be reduced; o #6. The building heights should be lowered to a maximum of 200 feet; and o #7. Parking should be significantly reduced to further encourage the use of public transportation Consequently, there is an overwhelming concern that the cart is being put before the horse. Macro issues on PenPlace need to be addressed before the more micro design guidelines can be commented upon. Indeed, several residents believe such a request to comment on design guidelines at this time is simply be an attempt to placate the utter frustration in getting any meaningful alternative development plans put forth. Moreover, our belief is that such guidelines would have much more meaning and interest if based upon true alternative plans not upon the series of "hypothetical possible alternatives" currently presented all with similar densities and building heights. Nancy Swain Guidelines; As an attendee at all the LRPC sessions, the guidelines were primarily created by the staff, discussed and sometimes revised by those in attendance, and put forth with many "placeholders" to be shared with the Board. To my knowledge, they were discussed but not finalized. While the PDSP has had many changes there have only been a few major ones; putting most of the office on one site, putting most of the commercial on one site, adding commercial and converting residential on Pentagon Row site. This is the first time a developer has asked for massive density increases outside the perimeters of the PDSP. It is not just another one of many changes. As a representative on the SPRC from the Arlington Ridge Civic Association (ARCA), here are some recommendations from our November 15th meeting and the adopted resolution (73 1 vote) that are appropriate to have in the guidelines. 1. Include a medical building. 2. Include additional active retail and recreational space in the middle of the block for adults and children. 3. Include at least one residential building. 4. Decrease overall density. 5. Building heights should be a maximum of 200'. 6. Reduce the secure office building to 1 and put it on Army Navy Drive. 7. Add a police substation to benefit the workers and community. A PhD urban and regional planner who resides in the neighborhood has stated and sent the complete statement to you, "...there is little interest...as to micro issues...what issues are of principle concern to us are the macro issues of allowable building heights, densities, parking spaces and land uses....these critical issues have not been fully vetted at the SPRC meetings and no viable alternatives have been proposed...."the cart is being put before the horse." The planner goes on to apply several points of the above ARCA resolution to his comments.

Appendix 4 PenPlace PDSP (SP #105) Page 51