WILLIAMSBURG PLANNING COMMISSION MINUTES

WILLIAMSBURG PLANNING COMMISSION MINUTES Wednesday, The Planning Commission held its regular monthly meeting on Wednesday, September 20, 2017 at 3:30 p.m. in the Council Chamber in the Stryker Center, 412 N. Boundary Street, Williamsburg, Virginia. CALL TO ORDER AND ROLL CALL Chair Sarah Stafford called the meeting to order. Present in addition to Ms. Stafford were First Vice-Chair Elaine McBeth and Commissioners, Andrew Edwards, Jeffrey Klee, Justin Shawler, David Julien, and Greg Granger. Also present were Planning & Codes Compliance Director Carolyn Murphy, City Attorney Christina Shelton, Principal Planner Erin Burke, and Secretary Donna Scott. APPROVAL OF MINUTES Mr. Klee moved that the minutes for the July 19, 2017 Regular Meeting be approved as submitted. Mr. Julien seconded the motion which carried by roll call vote of 7-0. Recorded vote on the motion: Aye: Julien, McBeth, Klee, Edwards, Stafford, Shawler, Granger Nay: None Absent: None Chair Stafford said the two public hearings will be discussed simultaneously. PUBLIC HEARINGS PCR#17-019: Request of BSV Colonial Owner LLC for the following text changes with a special use permit in the Urban Business District B-3; (1) to increase the percentage of gross floor area of any new buildings on any lot that may be devoted to multifamily use from 67 percent to 80 percent as shown on the master plan; (2) to allow redevelopment projects to reduce the yard and transitional screening requirements as shown on the master plan: (3) to increase the height of buildings from 45 feet from grade to not more than 66 feet from grade; (4) to allow a reduction in landscaped open space and recreation area from 20 percent to not less than 15 percent of the total land area as shown on a master plan; and (5) to allow up to four unrelated individuals. A proposed text change to add designed to the definition of a student dwelling thereby adding it to permitted dwelling unit occupancy sections and special use permit sections of the Zoning Ordinance which are the Limited Business Mixed-Use District LB-3, Urban Business District B-3, Planned Development College District PDC and Planned Development Urban District PDU. The proposed text changes will allow redevelopment of the Williamsburg Shopping Center into a new mixed-use development named Midtown Row. The Planning Commission recommended to

Page 2 City Council approval of the text changes for 1, 2, 3, and to add designed to definition of a student dwelling as outlined above by a vote of 4-3. The Commission recommended approval to allow four unrelated individuals applies to two or more bedroom units by a vote of 5-2. Planning Commission did not recommend the reduction in landscape open space and recreation area from 20 percent to not less than 15 percent of the total land area as shown on a master plan. PCR #17-020: Request of BSV Colonial Owner LLC for a special use permit to redevelop the shopping center into a mixed-use development project in accordance with the proposed Master Plan for Midtown Row. The properties are located at 1222 and 1234 Richmond Road and are zoned Urban Business District B-3. The Planning Commission recommended to City Council approval with three conditions recommended by staff by a vote of 4-3. Ms. Murphy presented the requests to redevelop the shopping center into a new mixeduse development project named Midtown Row reviewing the proposed text changes and the request for a special use permit needed for the redevelopment. The applicant has submitted a Master Plan with two possible layouts and notes that the first option is preferred and includes a hotel on the corner of Richmond Road and Monticello Avenue. The second option does not include a hotel and retains more of the existing retail space. Both options will contain four, new five-story, mixed use buildings. Master Plan Layout Option 1 is proposed for approximately 320,000 square feet of residential (240 units) and amenity space with over 60,000 square feet of new ground floor retail/restaurant space. A new 140 room hotel (Building 5) is proposed at the intersection of Richmond Road and Monticello Avenue. Building 7 will be approximately 15,000 square feet and will retain Sal s by Victor, the ABC store and a smaller retail space. The existing Food Lion (Building 8) with approximately 33,413 square feet will remain and be refurbished. The existing ACE Hardware (Building 9) containing approximately 20,332 square feet will be refurbished and converted into a food and entertainment use. A two-level parking structure is proposed with approximately 239 parking spaces. Master Plan Layout Option 2 proposes Building 4 to be smaller in size and contains fewer residential units than Option 1. This option does not contain the hotel and retains a larger portion of the existing Building 7 along Richmond Road. A portion of the existing building will be removed to allow for parking and driveway connection to other portions of the development. This option contains 208 residential units with approximately 162,696 square feet of retail/restaurant space and the two-level parking structure with approximately 239 parking spaces. In both Master Plans, the developer proposes a well-landscaped new road system with extra wide sidewalks to encourage a pedestrian friendly experience with outdoor dining

Page 3 and new retail establishments. A new road from Monticello Avenue (College Road) opens into a public plaza, and the City and the developer are working together to redesign Monticello Avenue to include new sidewalks, stoplights, cycle track, parking, landscaping and street furniture. The 2013 Comprehensive Plan designates this parcel, which contains the City s two oldest shopping centers, as Urban Commercial land use. The Comprehensive Plan states that it is essential to maintain a strong commercial component in the Urban Commercial land use corridor and an appropriate mix of retail space needs to be retained to serve the needs of the downtown area, including basic uses such as grocery, hardware and drug stores. The developer is under contract to purchase the shopping center from the owners of the Monticello Shopping Center to potentially relocate tenants from the redevelopment of Midtown Row to the Monticello Shopping Center. The Site Plan Review Committee reviewed the proposed master plans for the redevelopment at their August 16 meeting and recommended approval of the proposed text changes and master plans. The Architectural Review Board conceptually approved the conceptual designs at their meeting on September 12 by a vote of 6-1. Ms. Murphy reviewed the criteria for special use permits and noted that a fiscal impact analysis was included in the Commission s packet. The analysis was performed on the two mixed-use options for Midtown Row. Net annual cash flow for the City is projected to be almost $850,000 under Option 1, and more than $700,000 under Option 2. Over the ten-year analysis period, cumulative cash flow is projected to be more than $6.4 million under Option 1 and more than $5.3 million under Option 2. Based on this analysis, the project will have a positive fiscal impact on the City over the ten-year period. A traffic impact analysis was also included in Commission members packets and shows the effect of traffic generated by this project on surrounding streets and neighborhoods. Noted were the improvements on Monticello Avenue and Richmond Road scheduled for 2018-19 that will be coordinated with the Midtown Row redevelopment. Three development options for the proposed Midtown Row redevelopment project are being considered as described below: 1. By-Right Redevelopment existing building footprint/square footage fully built out under current zoning standards 2. Option 1 approximately 362,000 square feet (sf) of student housing space, 23,000 sf of amenity space, approximately 115,000 sf of retail space, and 122,700 sf (i.e., 140 rooms) of hotel space 3. Option 2 approximately 311,000 sf of student housing space, approximately 23,000 sf of amenity space, and 148,000 sf of retail space

Page 4 It is anticipated that one of the proposed development options will be completed and operational for business by 2020. The total amount of traffic generated under the three scenarios and using the site driveways is expected to consist of the following: 1. By-Right Redevelopment 9,720 daily trips, 470 AM peak hour trips, and 760 PM peak hour trips 2. Option 1 4,180 daily trips, 470 AM peak hour trips, and 300 PM peak hour trips 3. Option 2 4,120 daily trips, 490 AM peak hour trips, and 265 PM peak hour trips In addition to the traffic generation associated with the proposed development scenarios, natural background growth in the area was also accounted for in the future traffic volume projections and analyzed as a part of this study. Staff supports the text changes and the special use permit and recommends that Planning Commission recommend approval to City Council in accordance with the Master Plan which contains two development options for Midtown Row subject to the following: The developer shall dedicate to the City the right-of-way necessary to construct the improvements to Monticello Avenue and Richmond Road as outlined in the traffic study. The developer shall coordinate with the City and provide an easement or right-ofway along Richmond Road for a new multi-use path along the frontage of the shopping center to connect to the new cycle track and sidewalk on Monticello Avenue. The developer shall provide bike racks within the development which must be approved by Planning Commission as part of the site plan. Ms. Murphy concluded her presentation by saying that Vernon Geddy, attorney for the developer, and Mike Jacoby, developer, are present to respond to questions or comments. Mr. Edwards noted that the traffic impact analysis by Kimley-Horn indicated that future impact on traffic around Midtown will be minimal. He asked if they took into account that there will be more retail which will result in more traffic. Ms. Murphy responded that part of the analysis was with the shopping center fully developed and the new development would have less commercial space than what currently exists. With improvements to the intersection and other improvements outlined in the study Kimley- Horn concludes that it will work and the City Engineer agrees with their analysis. Mr. Edward said his understanding is that the height of buildings is restricted to 45 feet so that tall buildings won t be seen from the Historic Area. The proposed ordinance includes a height up to 66 feet and Mr. Edwards asked if the buildings will be seen from any residential area other than the apartments behind Monticello Avenue and Matoaka Court. Ms. Murphy said that with the tall trees surrounding the property she doesn t think they will be seen from the residential areas except for a portion of Lafayette Street.

Page 5 She added that part of the height requirement is because of the first floor retail, at least 18 feet, and with the four floors of residential above, an increase in height is necessary. Mr. Granger asked how the project will impact the need for essential services such as police, fire, and rescue. Ms. Murphy referenced the fiscal impact analysis which shows little increase in services. She referred to the developer for additional elaboration during his comments. In response to Mr. Granger s questions about whether the names presented, e.g., College Road, are definitive, Ms. Murphy referred to the developer for additional elaboration during his comments. Ms. Murphy confirmed Mr. Klee s understanding that there is a net reduction in retail space in both options, and in response to his request, Ms. Murphy will confirm the numbers so the Commission can have a sense of scale. Mr. Klee asked about the purpose of the additional area of parallel parking on Monticello Avenue which doesn t provide a lot of spaces and there seems to be adequate parking space already He asked why the additional parking versus additional landscaping expressing his concern with the quantity of asphalt. Ms. Murphy responded that the developer would like it from a retail standpoint and the City was looking at it as a complete street design and trying to provide parking in front of the buildings, slower traffic, pedestrian friendly and give it a softer edge. Chair Stafford invited the applicant to come forward with comments. Attorney for the project, Vernon Geddy, introduced Mike Jacoby, CEO, Broadstreet Realty, the developer. Mr. Jacoby shared the vision for the project, Midtown Row, and said today they are before the Commission with the new portions of the project; not on the plan today is the Monticello Shopping Center which is currently under contract. He said they were inspired by the goals, initiatives and objectives in the Comprehensive Plan and conversations they have had with the Economic Development Authority, City Council, City staff and existing retailers. All of this has gone into their vision of the plan to create a place that works for all the major communities of Williamsburg residents, students, and tourists. They want to create an interesting, safe place where people want to visit, eat, shop, study, relax and stay. Mr. Edwards asked if the housing will be strictly devoted to student housing or will a portion of it be for non-student housing. Mr. Jacoby replied that they will be following fair housing guidelines which technically mean that anyone can live there, however their leasing program is designed for students primarily. Young professionals also would be comfortable in the environment. A workforce housing component is not included primarily because (1) an older person living among a bunch of coeds would not be appropriate, and (2) the major benefit for consolidating 600 students on the site is that 70% of the single-family homes in the Midtown and Downtown Districts are renter

Page 6 occupied and that in itself has driven up rents and is part of the problem of not having affordable housing in Williamsburg. With the proposed project, most of those students will come out of those single-family homes and allow families to move back into them. Also, in the greater Williamsburg area there are 8,000 hotel/motel rooms, 8,000 time shares; the time shares are at 95% occupancy, and the hotel/motel rooms are at the lowest occupancy rate of any municipality in the state of Virginia. Mr. Jacoby said there is a great stock of rooftops in the area that would be perfect for affordable housing, but grossly inappropriate inside their center. Mr. Edwards asked if the vast majority of students being here only nine months of the year will present a problem for retailers, and Mr. Jacoby said the retail planned is geared more to the community and visitors, not to the students. In response to Mr. Edwards question about security, Mr. Jacoby said there will probably be people who live on site and will provide a measure of security to both the residential component and the public areas. Mr. Julien asked what would happen if William and Mary solves its housing issues over the next eight or ten years or if they had a decline in enrollment; what would happen to the units, how could they be repurposed? Mr. Jacoby responded that would be a total change of strategy. The one and two bedroom units would be totally appropriate with the four bedroom units probably a little more difficult to convert. He added that he isn t too concerned about it because the project is geographically in the right place. There are about 8-10% one bedrooms, 8-10% two bedrooms, couple percent are three bedrooms, and about 50% are four bedrooms. Mr. Granger asked how long it is anticipated that the project will be there once it is built; the current shopping center was built in 1959. How long before the project will be scraped and redone? Mr. Jacoby guessed another 50 years and said they have repurposed buildings well over 100 years old, so he doubts that they would ever scrape the center. He added that they are not scrapping the Monticello Shopping Center; they are just completely redoing it. They are not scraping all of the existing Williamsburg Shopping Center either; they are going to redo Sal s, Food Lion and Ace. Mr. Shawler asked if the existing privately-owned retention pond proposed for water management for the project has been dredged or inspected lately. Ms. Murphy responded that the City inspects all BMPs in the City once a year and if there are any issues letters are sent to the property owners for corrections. Mr. Klee asked how the proposed project will differ from the Tribe Square mixed-use project where the commercial portion has not been successful. Mr. Jacoby said Tribe Square is a very modest sized project, only about 6-10% of the proposed project, so it s like comparing apples and oranges. There is no critical mass there to draw people and the food establishments were directed toward the students. When they opened they were on the William and Mary food plan but then they were removed. There is some retail there but it faces the back so no retailer wants to go there. Scale is a big issue as

Page 7 is to whom it caters. The location is terrific for the college student, but who else would want to go there? In response to Mr. Klee s question about how the developer sees the two options presented, Mr. Jacoby said they each have their pros and cons. The primary benefit of Option 1 is the cross street they have labeled Society Lane which can go from Richmond Road all the way across the property and connect; and it allows for a hotel to be on the corner which would bring in about 90 people a night and those folks would benefit from the nearby retail, and it would provide another tax benefit to the City. The con for Option 1 is that the hotel/motel industry is not doing well so the chance of getting a top rated hotel is 50-50 and we might be holding on to the hotel corner pad for a long time. He added, however, that there is interest from some hotel companies and the college has identified the need for a hotel within walking distance to the college. If we didn t have the hotel, we would gain back about 20,000 25,000 square feet of retail space. Chair Stafford opened the Public Hearing. Adam Steely, 6 Efford Court, spoke as chairman of the Economic Development Authority (EDA) and said the EDA has been focused on this parcel of land since he joined the organization in 2013 and has been their highest and top priority in almost every conversation each month. The EDA sees this as the lynchpin to development and driving further development. The proposal today ticks all the boxes the EDA has been looking for: pedestrian friendly, shopping and entertainment hub, based on vertical mixed use. Although he understands the concern about height, it is not going to be impactful to the downtown historical experience or to anything other than the closest neighboring residential units and he is hoping that will be mitigated. Some of the EDA s priorities were a reduction in retail space which this proposal accomplishes by removing 40-45% of the existing retail square footage, they are doubling the green space, they ve created a bicycle-friendly master plan which is one of the EDA s goals, creation of street grids slows traffic and encourages people to engage with the retail experience, and all of this drive economic activity and makes this a more attractive destination to relocate another business as we can market the quality of life. Regarding neighborhood protection, Mr. Steely said that by attracting up to 7% of the student body who could live in this complex as Mr. Jacoby mentioned, neighborhood housing will be freed up and families could move back. Mr. Steely said the EDA wanted him to express their unanimous support for the organization and for the operation the way it is presented. Nancy Canning, 209 Nelson Avenue, said she has been a resident of the Midtown area for forty-four years and considers the Williamsburg Shopping Center a part of her extended neighborhood and she has a vested interest in its future. She said that we can all agree that the status quo is unacceptable; it is a blight scape in desperate need of renovation and invigoration with both useful function and aesthetic appeal. We would

Page 8 all like to see this area a viable, contributing sector of the City. Ms. Canning said she would like to see brick buildings that adhere to current City height limits; townhouses; office spaces for businesses such as law firms, financial firms, insurance firms, and real estate agents; retail space to accommodate such businesses as an Apple store, a fitness center, a health food store, jewelers, beauty salons, sport goods store, as well as an art gallery, an art supply store, an arts movie theater to replace the Kimball Theater. She envisions retention of all the trees along Richmond Road as well as a well landscaped central plaza perhaps with a fountain, ample parking spaces, and sidewalks. Ms. Canning said that what does not rise to the level of good taste and high quality that Williamsburg embodies for its citizens and visitors is unfortunately the current edgy design proposal for the Midtown District. It is essentially planned for student occupancy over retail spaces which was already tried and failed at Tribe Square. The buildings as proposed are too high, look metallic and impersonal, and combine garish primary colors with a prison-like gray. Such a design is depressingly ugly, doomed to become rapidly outdated, and seems like a completely out of context alien implant in a charming Colonial town. As for the plan s main purpose, student housing, her home is located in a neighborhood surrounded by student housing and rentals to students by local and absentee landlords. Although she did not intend to say this today, she added that she believes the students surrounding her house are party animals and would prefer not to go to the proposed site but stay where they are with their back yards with straggly beer cans on their picnic tables. Ms. Canning said the existing residential portion of Midtown Williamsburg already accommodates more than its fair share of off-campus student housing. She urged the Planning Commission to reject the proposal in pursuit of a more acceptable plan that will both serve the needs and do justice to the aesthetic standards of our City. Betsy Anderson, 124 Indian Springs Road, said she thinks the concept for this project is very good and has been a long time in coming but she has a couple of objections. One is the materials and the colors that are in the second version and remind her of a Howard Johnson s; we can do a lot better that that. Her other objection is the height of the buildings and allowing five stories is too much. Susan Jennaro, 220 Suri Drive, said she too is concerned with the height of the buildings and the colors and material proposed. She has lived in other communities where she has fought to preserve the character and charm of the area and this is the most unique community she has lived in. Once the character and charm are eliminated, it is gone forever. The charm of this community does not begin and end in the historic area, but rather something we prize throughout our entire community and all of Williamsburg should reflect it. Five story buildings are appropriate elsewhere but not appropriate here. Once we become Anytown, USA, we will never be Williamsburg again. Please preserve our very unique and sacred place by choosing the correct materials and correct height for the development going forward.

Page 9 Richard Phillips, 200 Robert Elliffe Road, said he is one of the two elected members on the Soil and Conservation District. He said the project represents an opportunity but it also represents a problem. He expressed concern about the environmental impact the development will have. The Soil and Water Conservation District has a VCAP program, Virginia Capital Assistance Program which is a grant program available to private properties and public entities to assist in making improvements in soil and water for projects such as redevelopment. Mr. Phillips said he strongly encourage the City to look into this program. Mr. Phillips pointed out a number of things that could be done on the proposed project as far as water usage. As a nation we are entering a time when our water is going to be a concern and we must improve our conservation efforts. He said the proposed site has been blight on the City for 20 years, and in addition to water conservation we need to encourage preservation of mature trees on the site, considering impermeable surfaces, green roofs, and bio retention areas. Cam Walker, 416 Harriet Tubman Drive, has lived in the City since 1969 and remembers when the shopping center was more vital. She agreed with Mr. Phillips that the shopping centers have become a blight on the area and she looks forward to some sort of redevelopment. Ms. Walker agreed with most of the points made by Ms. Canning and she is concerned with the exclusive emphasis on student housing, the height, and the objectionable colors. She stated that to her, what the Planning Commission needs to think about is how this fits organically into the rest of Williamsburg. There should be some kind of organic connection between Downtown all the way up Richmond Road to this project called Midtown Row. She asked that the Commission consider this when looking at the plans. Catherine Allport, 115 Matoaka Court, said that she has some of the same concerns that Ms. Canning expressed earlier. She said that it is very distressing that the plans for the shopping center renovation will ignore carefully thought out Master and Comprehensive Plans and requirements for building height, landscaping, density of occupants in a unit, density of units, and seemingly, any architectural value. The height and ugliness of the residential buildings is very distressing. Our skyscape will be permanently altered. In most areas of the City of Williamsburg trees are taller than our buildings but this will not be true with the renovation --- the saving grace of one of the parking lots facing Richmond Road has been the mature trees. The trees interrupt the visual expanse of the pavement as well as the building. The current plans seem to do little to improve the visual impact of an ugly building and expanses of blacktop. Ms. Allport asked if we could at least make these expanses of pavement and parking lot permeable at a much better ratio than what has been expressed by the developer. She asked what will happen to Lake Matoaka with the water from retention ponds emptying into it. Attractive brick buildings, with attractive windows, shops on the street level and residential above, have been constructed in the City, sometimes by our local architects,

Page 10 and they are very attractive. The shopping center renovation creates something that, she is sorry to say, will compete for the ugly award with the HHHunt development out by Riverside Doctor s Hospital. The proposed shopping center represents the architecture of shopping centers and new development in Anytown, USA. She said she questions whether students will want to live in the development and doubts that it will ever be filled to capacity. Cindy Pistorese, 404 Idlewood Lane, said she has a lot of the same comments as others. She deals with students a lot and as much as she loves them sometimes, she would be happy to get them off her street, but she doesn t thinks they would want to move away from the neighborhoods. Unfortunately, she believes it is the students parents who like buying the homes and using them for investment. The other concern she has is that with so many empty retail spaces, what happens if this whole thing fails? If Council does decide to go ahead with the project, she thinks it should not be all students; there are a lot of senior citizens looking for a place like this where they could walk to things. She added that if older citizens are going to be in housing with students they should be separate. Ms. Bowser concluded her comments by saying that the main thing is what happens if the project fails. Terry Deaver, owner of Ace Hardware, said he bought the hardware store about 28 years ago when the shopping center was fairly vibrant. He said for about the last three years, when the shopping center became bank owned, he has been in limbo not knowing what was going to happen to the center. He now knows he will have to relocate and although it is going to be a lot of work and a very expensive proposition, he doesn t mind. Anything we do to make the shopping center better is helpful because it s failing now. He said as far as making the shopping center better he is all for it even if he has to move. Tom Gillman, West Williamsburg Heights, said he is very excited about the project and stands in opposition to some of his dear neighbors. He was on the Economic Development Authority for eight years and the Authority spoke often about what we were going to do to revive this failing shopping center. We lose if someone just wants to take the keys to the shopping center and lease it out to the bottom of the zoning code allowances. They have been very encouraged with the new owner who has come in and proposes to redevelop the property; this is what we need. Mr. Gillman said he strongly believes that the height is good, we need density. He is not a fan of the colors and he would soften them. But what we need is an economic engine for the future and more reason for the brilliant, young student graduates from William and Mary to stay in town --- they are our future. He said that he loves the idea of the hotel, but also suggested a rooftop bar & grill. This property has been looked at for a long, long time and all the attributes that the EDA thought we should have in this area to revitalize the Downtown area have been

Page 11 considered. He encouraged Planning Commission to allow this project and keep molding it in the best interests of the City. Paul Scott, 719 Lafayette Street, said he welcomes redevelopment of this area and we all know it needs to happen. He expressed a couple of concerns: (1) the buildings are too tall. He has not heard anything today that cannot be accomplished in four stories; and (2) his biggest issue, which is traffic flow and a few flaws he sees in the study. The Data Collection Group reported a traffic flow study on May 9, 2017 which was the day before virtually every student at the college, except graduating seniors, were gone. The other traffic study was conducted on July 11, 2017 when there are practically no students in town. Mr. Scott said his contention with the Commission would be to compel the applicant to redo a traffic study that is actually relevant to what life is like when students are in town. Mr. Scott said another issue he has is the traffic and parking on Lafayette Street, particularly the traffic. It s been stated publicly by City officials that Exit 238 from Interstate 64 is the preferred access route into the City. This takes people down 132, over the tracks, and then turns right on Lafayette Street. People traveling along this route are texting constantly; in fact two cars parked along Lafayette Street have been hit by distracted drivers since 2005 when he moved there. He said the impact on traffic on Lafayette is significant and he hopes they will be considered. In conclusion, Mr. Scott stated his appreciation for Ace Hardware and hopes the developer will be as flexible as possible and demonstrates some good will to the community by retaining a hardware store in the City. Terence Wehle, 412 Harriet Tubman Drive, said this is an impressive, ambitious project, but it is not for Williamsburg. His comments were in three parts: does the proposed project meet the Comprehensive Plan; is it a solid idea; and the public needs more time to digest. It does not meet the Comprehensive Plan because if it did there would now be no need to change the zoning again after spending months revising and implementing the Plan. It is not a solid idea because the time to build retail and put people on top has passed e.g. Tribe Square. The public needs more time. It was only yesterday and today that this proposal was covered in any depth by the press; only the end of last week that the packet was available; only two weeks ago notice was in the paper. The regulations say that the Commission shall hold at least one public hearing after the notice; one is the minimum. Unless the Commission is ready to recommend denial, and if there is any significant public concern, we need another hearing. Also, after the public hearing is closed, the applicant will have a chance to answer any objections meaning that he will have the first and last say. To the government this is a well-worn saddle. To the public it is a bucket of cold water.

Page 12 Linda Pincus, Savannah Green, said they moved to Williamsburg from the northeast 14 years ago and it is unique and wonderful here. She noted the City Center in Newport News with the tall buildings; they belong there, but not here. She said she is very supportive of the project, but when she first heard about the project and envisioned what it could resemble, one word came to mind and that is a village, however sprawling it could be or more than one story; that is what she saw for here. She agrees with what most of the speakers before her have said and as far as the colors, she envisions blues and greens. If something edgy is desired maybe a gold thread could run through the brickwork. Ms. Pincus noted some have expressed that they would feel like they were driving through a tunnel because of the height of the buildings. In conclusion Ms. Pincus said she would like to see this succeed and thanked the Commission for the Open Forum. Lucia Vinciguerra, 727 Richmond Road, said she has no objections to the redevelopment of the shopping center, but it is the Williamsburg Shopping Center and it needs to stay that for the people who live in this area. She would also like to see Ace Hardware stay; she is in there every week. Think of the local residents and try to retain successful businesses. As for the plan itself, she thinks Option 1 is awful and as the developer has said hotel occupancy is low so why should we put a hotel on the corner; we love the trees at that corner and want to see them saved. She asked that provision be made when the property is developed to avoid running heavy machinery over the roots of the trees. Her big concern is the style of the buildings. The height is totally inappropriate, there is no need to go over three stories; it will create a tunnel effect. The proposed colors are appalling. Although it does not need to be Colonial, it needs to complement the rest of Williamsburg. She asked the Commission to take into consideration what the majority of the residents want; comments are overwhelmingly negative about the height and the colors. Regarding the student housing, Ms. Vinciguerra said that anything that is geared toward students will not appeal to anyone else; no one else is going to want to live in what is considered a dorm, but maybe separate buildings would work. Ms. Vinciguerra asked that the City give some thought to providing a direct access to the college like a path from this area to Compton Drive so the students can avoid the streets such as Richmond Road. Adelle Carpenter, owner of the Virginia Regional Ballet which is adjacent to the Williamsburg Shopping Center. She said she is very excited about the project and the vitality it can bring. She said her concern is the height and feels that three or four stories are plenty. Being close to the Arts District and as an artist, she suggested a more arts friendly design noting that she is not opposed to edgy. Maybe straight lines, go softer, and a little more artsy rather than edgy. It would be nice to have a theater rather than a hotel.

Page 13 Ms. Carpenter said she would like the developer to be aware of the surrounding businesses and that they are not competing with already established businesses. She also expressed concern with the traffic because she has a lot of young families with small children at the studio and is concerned with their safety. She added that she likes color so is okay with the proposed palette. Justin Holbrook said he is a near life-long resident of the area. He is a husband and father of two. He said young families like to walk, shop, and be with other young, lively people. Mr. Holbrook said this seems like a place that he and his peers would frequent and patronize the businesses. Brian Blouet, 131 Chandler Court, said the majority of people recognize that the Williamsburg Shopping Center needs revitalization, but what strikes many people who have spoken this afternoon is the lack of context. It seems the architect has not looked at the fine run of domestic architecture examples on Richmond Road. The developer needs to find an architect who can make the transition into Richmond Road the first half of the 20 th -century domestic architecture. He said it shouldn t be too hard to find an architect who could sensitively blend the proposed development, which he thinks most people approve of, into this very special place, Williamsburg. A young man came forward and said he was present only because it is a requirement of a school project. He said he thinks a lot of students would move to the proposed housing; if they can find anything that is relatively inexpensive, they will move there. He said he agrees with all the concerns expressed about the way the proposed buildings look; they are relevant concerns and should be considered. It is reasonable for the residents of Williamsburg to expect some kind of connection or flow between the broader Williamsburg area and the central historic district. There being no additional comments, the Public Hearing was closed. Commission discussion included: Ms. McBeth said she really wants to like this, but has serious concerns. The developer requests an increase in the percentage of gross floor area that may be devoted to multifamily use from 67% to 80% in bullet #1 of the request. She noted that this appears to be a nominal 13% increase. However, 67% means you have two floors of residential to one floor of retail, and 80% means you have four floors of residential to one floor of retail, so it s really a doubling of residential to retail. She said she has an issue with this and asked why not a compromise of three to one, 75%. The increase in the height from 45 feet to grade to 66 feet to grade in bullet #3 of the request. Ms. McBeth said we have had approvals through extended review up to 60 feet, this was in High Street for buildings that were not on the road, but the buildings internal in the project so there would be a better streetscape. She said she would be more supportive of this at 60 feet versus the 66 feet.

Page 14 The reduction in landscaped open space and recreation area from 20% to not less than 15% of the total land area as shown on a master plan, bullet #4 of the request. What the developer discusses is that the 1950s shopping center has only 8% green space so we should modify our Comprehensive Plan to lower the requirements to the green space that is currently there.from 20% to 15% which would still be an increase. However, our Comprehensive Plan is a 2013 Comp Plan and our sensibilities of sustainability, green initiatives, etc., make this seem not to be a good place for our base line. The language to allow up to four unrelated individuals in bullet #5 of the request. This has been separated from four individuals in a four bedroom apartment. Ms. McBeth said there is nothing here that would prevent one from having a two bedroom apartment with four people in it. We need to be aware that the way this is written, just four individuals, should make us cautious. Four unrelated individuals in what size apartment and how it relates to other parts of the City. This is a place where we need to help support redevelopment, but she does have concerns with something that is so intensive in student housing that will be a destination for young professionals and other folks who are going to shop there. She added that Ace Hardware is a thriving business that everyone enjoys and she hopes that move will be supported in some fashion. This is where she would like to have more conversation about how we have all these special exceptions all going in one direction against precedence we ve had in other parts of town. Ms. Stafford said that these five different things and some can go together and some can be separated. In particular the height and the change in the percentage are really part and parcel of the same point. Changing from 67% to 80% and getting the height increase is not necessarily about changing the overall amount of retail, but about the amount of residential above the retail space and getting the density there to make the shopping center and the retail successful. One of the issues about Tribe Square that has been pointed out is that if one just looks at the building itself, there is not much density; there are few people who live above Tribe Square. One of the problems with Tribe Square is envisioning four separate restaurants that would be in such close proximity to each other. She suggested thought could be given to the percentage and the height in terms of the density issue and then separately think about the open space issue, the four unrelated individuals, and the yard and transitional screening requirements. Commission members had no concern with the yard and transitional screening requirements as stated in bullet #2 of the request so it was set aside with no further discussion needed by the Commission. Mr. Klee suggested the Commission begin with discussion about the four unrelated individuals. Ms. McBeth s concern about the way it is currently stated

Page 15 may lead to unintended consequences of packing more students than anticipated into smaller units. Discussion followed among Commission members with options for the wording. Ms. Stafford pointed out that currently it states four unrelated persons in a two bedrooms or larger unit but maybe it could be changed to read four unrelated people in a four bedroom unit. Mr. Shawler noted that there are dorm rooms that have four people in two bedrooms and they work fine. He said that allowing maximum flexibility is actually better, but at site plan review the developer expressed that they were mostly hoping to rent on a per bedroom basis to one student at a time; so they are already self-checking and giving them the flexibility to have four in a two is not a bad idea, especially if we re trying to attract students out of neighborhoods and have them in an area that geared toward students and young professionals. Mr. Klee said that traffic studies are based on the assumption that there is one person per bedroom. In earlier conversation the environmental impact of the project was discussed and Mr. Shawler said that one way to solve environmental problems in urban planning is to increase density. Ms. Stafford agreed that this is the perfect location for increased density. The combination of the 80% with the increased height is what gives us the density that transforms this from being something that may not work to something that will be successful. Mr. Edwards agreed that this is the only place and most viable place where we can do this. Regarding parking, Mr. Klee noted that it is at 18% on Option 1 and 17% on Option 2 and asked if there is a reduction in parking that can be done. Mr. Edwards said that at the ARB meeting where the proposal was conceptually reviewed, Board member David Stemann suggested that rather than Society Lane just coming to an end at the parking lot, it be made a public space, some sort of green space. After some discussion, Ms. McBeth noted that what she is hearing is that there are ways for the site plan to be adjusted to conform with the 20% landscaped open space and recreation area versus having to reduce it to the 15% requested. The developer said 1% or 2% more green space can probably be done, but losing parking space is probably not a good place to get it. Mr. Shawler said depending on whether the intent is from an aesthetic perspective or from an environmental perspective, if we can t get the green space with landscaping, we might be able to get it with pervious pavers and other materials as well as better water management. Ms. Murphy stated that the requirement is for landscaping and green clarifying this by reading the zoning definition of green space. Regarding the issue of the height increase, Mr. Granger asked if the 18 feet high for the first floor retail is absolutely necessary adding that he has some issue with the height in proximity to the street. He suggested a balloon test been done so citizens can drive by and actually see how tall the proposed buildings are. Ms.

Page 16 Stafford clarified that it is the buildings facing Monticello Avenue that are proposed to be 66 feet; the ones right on the street. It was also noted that the distance from the buildings to the parking lot across the street is approximately 100 feet. Mr. Edwards said he does not have a problem with the height and Ms. Stafford agreed. Mr. Klee noted that from comments he has heard from people, they are uncomfortable with the proposed height, although he doesn t share that view, he wants to be respectful and ease into the modernization of Midtown by preserving much of what is already there as reflected in Option 2. On the Monticello Avenue property, the more massive building is downhill and the impact is minimized. Mr. Klee said he finds the designs appealing, but the Commission does not talk about design. He added he thinks the change in mass and scale have been managed pretty well with Option 2. Chair Stafford addressed the audience saying the Commission is not ignoring their comments; however colors and materials are not in their purview; that is for the Architectural Review Board. Mr. Edwards noted that Option 2 cuts out the hotel and we need a hotel in this area with students 200 feet away, parents would have a place to stay. The college would use a hotel in that location as well for visiting professors and people looking for jobs. He said he thinks Option 1 with the hotel is more viable to the project. Ms. McBeth clarified her understanding that the special use permit, PCR #17-020, the two master plans that have been submitted, Option 1 and Option 2, are still going to have to go back to the ARB, site plan review, etc. We are not voting on one option or another, we re voting on the special use permit and then over the next months we will see these things come forward. Mr. Granger said one of his concerns is pedestrian traffic. If there is a way to create a trail that is effective at keeping students off Richmond Road and safe that would be good. Ms. Murphy said the new multi-use path along Monticello Avenue is scheduled to be complete in 2019. She also noted that the college is submitting an application for a grant to construct a sidewalk along Compton Drive. Chair Stafford moved that Planning Commission recommend to City Council approval of text changes #1, 2, 3, and 5 with the modification that the four unrelated individuals only applies to units with four bedrooms or more and adding designed to the definition of student dwelling. Ms. Stafford also moved that the Planning Commission recommend to City Council approval of the special use permit with the three conditions recommended by staff. Ms. Stafford accepted Mr. Shawler s request to modify the motion to drop #5 (to allow up to four unrelated individuals) and vote on it separately.

Page 17 The amended motion: Chair Stafford moved that Planning Commission recommend to City Council approval of text changes #1, 2, and 3 and adding designed to the definition of a student dwelling. Ms. Stafford also moved that the Planning Commission recommend to City Council approval of the special use permit with the three conditions as recommended by staff. Mr. Edwards seconded the motion which carried by roll call vote of 4-3. Recorded vote on the motion: Aye: Klee, Edwards, Stafford, Shawler Nay: Julien, McBeth, Granger Absent: None Mr. Shawler moved that the Planning Commission approve PCR#17-019 #5 with the modification that four unrelated individual applies to two or more bedroom units. Ms. Stafford seconded the motion which carried by a roll-call vote of 5-2. Recorded vote on the motion: Aye: Klee, Edwards, Stafford, Shawler, Granger Nay: Julien, McBeth Absent: None OPEN FORUM Chair Stafford opened the Open Forum portion of the meeting encouraging comments from the audience on any topic. There being no comment, the Open Forum was closed. UNFINISHED BUSINESS -- None NEW BUSINESS -- None INFORMATION ITEMS Information items received by Planning Commission members: City Council Report Planning Department Monthly Report Monthly Financial Statement PUBLIC HEARINGS SCHEDULED FOR OCTOBER 18, 2017 PCR #17-016: Request of the William and Mary Real Estate Foundation for a special use permit to construct a Jewish Student Center at 406 and 410 Jamestown Road. These properties are zoned Single-Family Dwelling District RS-2. PCR #17-022: Request of HS Apt Land LC to extinguish the interior lot lines for the remaining undeveloped townhouse lots and private right-of-ways in High Street into one lot for a new multi-family development. The properties are identified as 1430 to 1445

Page 18 Manor Boulevard, 150-156 (even) Sterling Manor Drive, 150 to 160 Shadow Lane and 151 thru 161 (odd), 175 and 175-R on Kings Manor Drive and are zoned Economic Development District ED-2. PCR #17-023: Amend the Zoning Ordinance by adding Section 21-624 to Article IV- Supplemental District Regulations to provide for an administrative process pertaining to the installation of small cell facilities on private and public property to include revisions to the ARB Guidelines in the AP and CP Districts. Adding and amending Chapter 9 Article X of the City Code by amending Section 9-364 and adding 9-366 for small cell wireless facilities. There being no additional business, the meeting adjourned at 6:06 p.m. Sarah Stafford, Chair Williamsburg Planning Commission