ROLL CALL: Allen present, Doss present, Johnson absent, Sarrio present, Lesnick present, McCarty present, Compeau- present. Quorum present.

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A worksession of the Design Review Commission was held on April 9, 2015, at 5:00 pm in the Development Conference Room of Town Hall, 500 Poplar View Parkway. The following staff members were present: Town Planner, Mr. Jaime Groce; Assistant Town Planner, Mrs. Nancy Boatwright; Planner, Mr. Scott Henninger; and Administrative Specialist, Sr., Mrs. Shari Michael Allen present, Doss present, Johnson absent, Sarrio present, Lesnick present, McCarty present, Compeau- present. Quorum present. Chairman Doss called the worksession to order and welcomed the commissioners, especially, Mrs. Compeau who is returning to the DRC, and Mrs. Linda Lesnick who is a new member this year. He asked Mr. Scott Henninger to introduce the applicants. Mr. Henninger stated that Mr. Jeff Blackledge representing Collierville Auto center was here this evening with ideas for changes to the building adjacent to the applicant s current building. The applicant will be requesting a modification to their CUP to allow them to expand their operation next door at 615 W. Poplar Avenue, and they will still maintain the dealership at their current location at 651 W. Poplar Avenue. Mr. Blackledge explained that they are basically taking two pieces of property and blending them together. They will use the same kind of board and batten, colors, and wood columns like what is on the current building. There is a lot of glass on the front of the building, which was originally used as a showroom, but they will try to remove the amount of glass, but still have it open so that you can look in and see some cars. They will use the same colors as next door, and the same lighting features. There is a larger overhang roof and they will install some wood brackets underneath to add some architectural features. The landscaping will match what has been previously done but they will be increasing it on the left side of the building in order to break up that huge wall. Mr. Henninger asked Mr. Blackledge to elaborate on the frontage toward Poplar Avenue. Mr. Blackledge explained that they will be taking out the hedgerow along the front and they will continue with the rhythm of the landscaping plan which is in place to the adjacent property. They are going to take replace the glass on the storefront and bring down the siding, replace that with rectangle windows and create a nice rhythm with wood columns and natural stained wood brackets. The ramps and handrails will disappear and there will be a small planting bed in its place. Mr. Henninger stated that there will be some small changes to the parking lot. Mr. Blackledge explained that they will take out a ten-foot section of asphalt next to the large wall on the east side of the building. They will plant trees and foundation plantings to break up that façade. The light poles throughout the site will match what is next door. The signage has not been fully designed yet but it will also match what they have next door. A discussion ensued regarding the plants to be included in the landscaping beds around the building. Mr. Mike Hamby, owner of Collierville Auto Center, explained where the pine trees will be located and DRC 4-9-15 1

how they will landscape around the east side of the building. Lighting can enhance the building a lot as well and they intend to place all the lighting to that effect. A discussion ensued regarding the condenser and compressors which are currently outside, and they will be moving that equipment inside the building, and breaking up the huge east wall and possibly use taller plantings in the landscape beds to help create a breakup. Discussion ensued regarding the current garage doors which will be the doors to their shop. They will either paint them two shades different than the building or use doors with some glass features. It was the consensus of the commissioners that they would like to see as much done as possible in order to improve this highly visible nonconforming property. Hearing no further discussion, Chairman Doss adjourned the worksession at 5:25 pm The regular meeting of the Design Review Commission was held on April 9, 2015, at 5:30 pm in the Board Chambers of Town Hall, 500 Poplar View Parkway. The following staff members were present: Town Planner, Mr. Jaime Groce; Assistant Town Planner, Mrs. Nancy Boatwright; Planner, Mr. Scott Henninger; and Administrative Specialist, Sr., Mrs. Shari Michael. Allen present, Doss present, Johnson absent, Sarrio present, Lesnick present, McCarty present, Compeau- present. Quorum present. Election of Officers Chairman Doss explained that the commissioners would need to elect a Vice-President and a Secretary for the year 2015. The Bylaws note that the Town Planner serves as the Secretary for the commission and he defers that duty to Administrative Specialist, Sr. Mrs. Shari Michael. She has served this position for several years and has agreed to continue in that capacity, if the commissioners would like this to continue through 2015. He called for a motion to nominate a Vice-President. Motion by Commissioner Compeau, and was seconded, to nominate Commissioner McCarty to serve as Vice-President for 2014. Hearing no further nominations, Chairman Doss closed the nominations and asked to Mrs. Michael to call the roll. Allen yes, Doss yes, Sarrio yes, Lesnick yes, McCarty yes, Compeau- yes. Motion Approved DRC 4-9-15 2

Chairman Doss asked if they were in agreement with having the Secretary remain as is for 2015. All agreed. APPROVAL OF MINUTES Chairman Doss asked if there were any changes or additions to the November 11, 2014 minutes. Hearing none, Chairman Doss called for a motion to approve the minutes as presented. Motion by Commissioner Compeau, and seconded, to approve the November 11, 2014, minutes as presented. Hearing no further discussion, Chairman Doss asked for a roll call. Sarrio yes, Allen yes, Doss yes, McCarty abstain, Lesnick abstain, Compeau - abstain. Motion Approved. APPROVAL OF AGENDA: Chairman Doss asked if there were any changes or additions to the agenda. Mr. Groce stated there were none. He announced that Amy Compeau has given notice that she is moving and offered her resignation from the DRC. She has served the Town since 2007 as an appointed official and worked as an employee of the Town before that. Mr. Groce introduced Linda Lesnick as the newest DRC member. Chairman Doss asked for a motion to approve the agenda as presented. Motion by Vice-Chairman McCarty, and seconded to approve the agenda as presented. Hearing no further discussion, Chairman Doss asked for a roll call. McCarty yes, Lesnick yes, Sarrio yes, Compeau - yes, Allen yes, Doss yes. Motion Approved. Formal Agenda DRC15-01 Glenn Farms Subdivision, Lots 2 and 3 Request approval of a Preliminary Site Plan for Two multi-tenant flex buildings totaling 99,528 combined square feet on 10.28 combined acres located on East Shelby Drive just west of the proposed extension of Progress Road. DRC 4-9-15 3

Mr. Jaime Groce gave the staff presentation. He explained the site data summary of the property. Each lot is a little over 5 acres and the applicant plans on building industry flex/ office space on each lot. These buildings could be used for warehouses, offices, or evening light manufacturing. Parking is not as restrictive for these uses as for retail or office uses. The minimum pervious area is only 20% in industrial districts than with the rest of the Town which is 30%. The applicant is providing a substantial amount of pervious area largely contributed by a creek that runs through the property. There is more possible build-out to come; these are just the first of what could be 330,000 square feet of office flex space in the subdivision. Glenn Farms is a 7-lot industrial subdivision that was considered by the Planning Commission (PC) this past Tuesday (4/7/15,) which they deferred the action for this item until their May 7, 2015 meeting. The PC had questions about how sewer systems would be provided to the lots. This Plat still needs to be approved in order to add infrastructures to the pad ready lots and the Final Plat needs to be recorded before these lots can be recorded and building permits pulled. The role of the DRC this evening is to give a recommendation to the BMA for of the Preliminary Site Plan and decide if it meets the Design Guidelines. There is entry signage that was designed to enhance the gateway entrance at a major intersection of Progress Road and Shelby Drive. This site is located across the street from Exact Commerce which was built in 2009 under the new Design Guidelines which have been revised since. Exact Commerce used tiltup concrete construction which is what the applicant would like to use. The applicant also plans on having a similar parking layout as Exact Commerce, and parking in the front yard as required by the Guidelines. The applicant has provided the 40-foot buffers along Shelby Drive and Progress Road which will contain street trees as required. There will be sidewalks located along the public streets as well as internal ones that connect to those systems. There will be a bio-swale that will help clean the water before it enters into the storm water system. There is tree mitigation south of the creek to act as a buffer. There will be an off-site detention on Lot 1 that will handle Lots 1-3. The loading docks are located between the two buildings and will be screened on the northside causing minimal or no viewing of the loading dock zone. There are 512 existing trees that will be preserved. The 226 existing trees are going to be removed with 78 trees being removed for Progress Road. The trees being removed for the widening of Progress Road will not be mitigated, but as for the rest, the applicant is requesting to install 1.23 new trees per 1 removed. The applicant is required to have light pole details as part of the application. We still need more details on the light fixtures that have been submitted and we try to uphold the same standards in industrial areas as we do in commercial areas. The applicant would like to use three different colors on the buildings, lots of glass on the storefront, to try and bring a high-tech look. To achieve this look they will use canopies to capture the storefront area, use of individual doors and change in roof lines. The applicant would like to use three different shades of gray with the tilt-up concrete construction and a deep reveal and deep score joint with the forming of onsite panels which will set it apart from the Exact Commerce building. Chairman Doss asked if there were any questions of staff. EXHIBITS: 1. Applicant s cover letter (3/10/15) 2. Preliminary Site Plan (received 3/11/15) 3. Site Rendering (received 3/11/15) 4. Building Elevations (typical of both buildings) (received 3/11/15) 5. Viper LED Light Fixture Detail (received 3/11/15) Alderman Allen asked if the PC voted this site plan down at the last Planning Commission meeting. DRC 4-9-15 4

Mr. Groce stated they did not turn it down. It was a split vote on approval of the subdivision and the way the PC bylaws read, is that a split vote means there was no affirmative motion. Then a commissioner made the motion to defer this item and the plat to May, and those motions passed. Alderman Allen asked if the applicant had Shelby County s permission to use the septic tanks for all lots in the subdivision. Mr. Groce stated they have not received it yet but are hopping to have it in hand by the time Glenn Farms goes back to the May7, 2015, Planning Commission meeting. There was discussion over whether or not it is the responsibility of the Town to approve the subdivision if the County granted permission as there are no clear plans for getting sewer to the area. There was a discussion over the lack of lighting information in the preliminary site plan. Commissioner Compeau asked if this area was part of the 2040 Land Use Plan or the I-269 Plan. Mr. Groce stated it is in the I-269 Plan Small Area Plan from 2009 predating the 2040 Land Use Plan. Both the Site Plan and the current zoning are consistent with the vision for the area as an employment center. There was a brief discussion regarding the use of tilt-up concrete panels and if it is appropriate in this context. Hearing no further discussion, Chairman Doss called the applicant to the podium. Mrs. Benda Solomito-Basar, Solomito Land Planning, 2067 Kirby Parkway, Memphis, representative for the applicant, addressed the commissioners. She stated they are zoned for Restricted Industrial and intend to have it be a very clean and light industrial area. She stated they are approved by the Shelby County Health Department for septic on Lots 2 and 3. She explained that the building will have a hightech service type of tenants, and they do not feel that they will be high-end sewer users. Alderman Allen inquired Mrs. Solomito-Basar about her awareness of the inevitable sewer lines they will have to install. Mrs. Solomito-Basar stated yes, they will be including a dry sewer in the development later and have been working closely with Bill Kilp and the Town s Engineers. The Preliminary Subdivision Plan they submitted to the Town were looked at by the PC in April and had illustrated the developer installing the dry sewer at his own cost. There was a discussion over the pros and cons of septic systems the current proposed site versus moving the site project across the street. Chairman Doss asked if there were any questions for the applicant. Vice-Chairman McCarty asked if there was anything else that could be added to the north façade to have it match the other sides in looking like a storefront. Mr. Scott Woodard, Woodard Architecture, 1014 Courtfield Cove, stated they can consider doing DRC 4-9-15 5

something more with the elevation of the north façade. The only problem is the roof slopes down to the back which limits the use of glass and other storefront contributors. They are willing to look at adding some more 3D features to help make that walls stand out more. Chairman Doss asked if there was any discussion regarding all tilt-up concrete panels. Commissioner Compeau stated these will be the first two built in this area and will therefore set the tone. There was discussion over the brick used at the FedEx building in the area. Chairman Doss asked if there was any discussion regarding the light poles and fixtures and if they comply and meet the Town standards before permits are issued. Mr. Groce stated there are conditions of approval that will guarantee the light poles and fixtures will comply with the Town standards. Mrs. Solomito-Basar stated that they are in agreement with the conditions of approval contained in the staff report and the light poles will comply with the Town s Standards. Commissioner Compeau asked about the corner treatments. Chairman Doss stated the corner treatments will be on both sides evidentially. One side now and the other one will be completed when lot 4 is developed. A discussion ensued regarding the appropriateness of tilt-up concrete panels at this location given the RI zoning and its use on Exact Commerce across the street. Hearing none, Chairman Doss asked for a motion. Motion by Alderman Allen, and seconded, to recommend approval of a Preliminary Site Plan (see Exhibit 2) to the Board of Mayor and Aldermen (BMA) for Glenn Farms Subdivision, Lots 2 and 3, which would allow two multi-tenant flex buildings totaling 95,000 combined square feet on 10.28 combined acres located on East Shelby Drive just west of the proposed extension of Progress Road, subject to the following conditions: A. Identify how the solid waste needs of the development will be addressed. Provide, with the Final Site Plan, a detail of any dumpster enclosures. B. Show and label on the landscaping plans with the Final Site Plan the sight triangles, along with their regulatory basis and how measured. C. Change the labels of the painted concrete panels used on all parts of the building except for the rear/loading facades to read painted & scored concrete tilt wall panel. Use another label/note for the less-ornate concrete tilt wall panels used at the rear/loading facades. D. Label the color of the canopy, metal coping, gutters, downspouts, and the overhead doors. E. Provide details of all light fixtures on the Final Site Plan (e.g. fixtures P1, WP, and P2). These fixtures shall be full-cutoff fixtures. The color of the LED light shall be equivalent to metal halide. F. Provide at least one bicycle rack for each building and related detail with the Final Site Plan (D.G. III.D.2.). G. All parking areas shall use white striping to designate spaces (D.G. III.B.1). DRC 4-9-15 6

H. All ground and attached appurtenances (i.e. backflow preventers, utilities, meters, mechanical equipment, etc.) shall be screened with evergreen landscaping and/or a wall matching the principle façade and all rooftop appurtenances shall be screened by the parapet. Paint wall mounted appurtenances to match the color of the surrounding building material (D.G. III.H.). I. With the Final Site Plan, provide a roof plan indicating all rooftop appurtenances and indicate both a roofline and appurtenances on the elevations with a dashed line (Site Plan Checklist). Roof membrane shall not be visible from streets or adjacent property with the back of the parapet finished with the facade material (D.G. IV.C.). J. With the final site plan, provide the required light corridor on the grid and a data chart to demonstrate compliance with the lighting ordinance (min, max, average, etc) using the footcandle equivalent. Use white light for the LED and notes that describe the conversion methods (Town regulations are in footcandles). Hearing no further discussion, Chairman Doss asked for a roll call. McCarty yes, Lesnick yes, Sarrio yes, Compeau yes, Allen - yes Doss yes. Motion Approved. DRC15-02 Villa of Tara Oaks-Request approval of Landscaping, lighting, fencing and entry features related to the common open space for a 29-lot single family subdivision on 9.14 acres located south of East Harpers Ferry Road, east of Collierville-Arlington Road and north of Tara Oaks Drive. Mrs. Nancy Boatwright gave the staff presentation. She explained the overall landscaping plan. The applicant is in agreement with the conditions of approval that are included in the staff report and they are in agreement to match the landscaping with the adjacent subdivision. Additional plantings will need to be at the corners, the ingress/egress easement and the Common Open Space B. The applicant might construct the entry features with painted brick, slurry stone, or painted stone veneer in lieu of slurry brick. She gave an overview of the fencing and explained the next steps process for the applicant. EXHIBITS 1. Preliminary Plat (1/19/15) 2. Landscape Plan and Details (3/10/15) 3. Applicant s Photo of Entry Feature Planters (3/31/15) 4. Harpers Trail Approved COS Improvements 5. Shoal Creek Chaste Tree Information 6. Jane Magnolia Information 7. Ingress/Egress Easement Detail Chairman Doss asked if there were any questions of staff. Vice-Chairman McCarty asked about the easement and the landscaping along the next commercial lot. Mrs. Boatwright explained that there will be a requirement for whomever develops the adjacent commercial lot to finish the landscaping and buffering for that lot. She stated the plat will allow the developer of Lot 2 to put additional landscaping in the ingress/egress easements, but they are not obligated. Commissioner Compeau asked who will be responsible for maintaining the landscaping in the ingress/egress easements if the developer added more landscaping. DRC 4-9-15 7

Mrs. Boatwright stated that is not on the plat and she believed it would be the obligation of the owner of Lot 2 but that will be decided when Lot 2 is brought to the DRC. Alderman Allen asked what is allowed to be built in this Lot. Mrs. Boatwright stated it is zoned MPO (Medical Professional Office) and some examples of what could be built are medical buildings or banks. Hearing no further discussion, Chairman Doss called the applicant to the podium. Mr. David Gribble, Crews Holdings, 3035 Centre Way, Suite 100, Germantown, addressed the commissioners. He explained that they are in agreement with the conditions of approval as contained in the staff report. Chairman Doss asked if there were any questions for the applicant. Hearing none, Chairman Doss asked for a motion. Motion by Vice-Chairman McCarty, and seconded, to approve the landscaping, fencing and an entry feature related to the common open space (Exhibit 2) for Villas of Tara Oaks subdivision to be located on the east side of Collierville-Arlington Road, between East Harpers Ferry Road and Tara Oaks Drive subject to the following conditions. 1. This development is subject to all applicable standard conditions of approval as adopted by the Board of Mayor and Aldermen, Resolution 2006-54. 2. The ingress/egress easements shall be included in the common open space and covered with sod and irrigated. 3. Additional landscaping (trees, shrubs, ornamental grasses) shall be added between the ingress/egress easements and Lot 2 of Tara Oaks Commercial Subdivision. 4. Add a mix of shrubs and/or ornamental grasses among the street trees along Collierville- Arlington Road and East Harpers Ferry Road equivalent to the planting plan for Harpers Trail. 5. Add landscaping to include a mix of shrubs and seasonal color at the corner of Collierville- Arlington Road and East Harpers Ferry Road. 6. Provide additional landscaping, such as evergreen shrubs and/or ornamental plants, within COS B. 7. Provide additional landscaping, such as evergreen shrubs and/or ornamental plants, within COS C. Add pedestrian elements (benches, walking paths) to develop the space as an amenity for use by the residents of the subdivision. 8. Provide additional landscaping, including evergreen shrubs and/or ornamental plants, and seasonal color at each entry feature. 9. All landscaping shall be irrigated. The location of the irrigation backflow preventer shall be approved by staff prior to installation of the irrigation. The backflow preventer and associated utility meters shall be screened with evergreens. 10. Label the common open spaces (A, B and C) on the Landscape Plan to match the plat. 11. Include the two required mitigation trees within the COS. 12. Show sight lines at all intersections and provide the regulatory source and how it was calculated. 13. Include a note on the plat and in the HOA documents that all fencing, including the fencing along the ingress/egress easements and the common boundary with Lot 2 of the Tara Oaks Commercial Subdivision, shall be maintained by the HOA. DRC 4-9-15 8

14. The revised landscape plan shall be reviewed by staff for compliance with the conditions of approval. Should the revised plan not meet the conditions of approval, then the DRC shall review the plan. The design of the entry features shall be finalized prior to the approval of the Development Agreement by the BMA. 15. Show the location of any light fixtures at the entry and how they will be screened on the planting detail. 16. A note on Sheet L102 shall require that all trees be staked for 1 year. Hearing no further discussion, Chairman Doss asked for a roll call. McCarty yes, Lesnick yes, Sarrio yes, Compeau yes, Allen - yes Doss yes. Motion Approved. DRC15-04 Price Farms PD, Phase 2 H&M Appeal of a staff decision related to window signage and a request to exclude awnings on the storefront for a Site Plan Modification/Exterior Alteration application for the H&M retail store in the Carriage Crossing Life Style Center. Mrs. Nancy Boatwright gave the staff presentation. She explained that the applicant is requesting to be allowed to omit the requirement for two of the four store front elements required in the tenant manual and to affirm or find error in staff s decision that the illuminated graphics boxes are signage. She stated the DRC may approve deviations from the Carriage Crossing Tenant Manual, which they have done in the past. She reviewed the definitions of the graphic boxes. As a PD, the Outline Plan can be amended to allow illuminated graphics boxes in specific areas not visible off the property. The applicant would like to use images on internally illuminated graphics boxes during the day and night that portray a lifestyle and trend, and do not convey location, costs or sale. Four of the illuminated graphics boxes are proposed within 280+ linear feet of storefront, less than 10% of the display window area. This type of grouping is what the H&M brand has on their stores globally. Chairman Doss asked if there were any questions of staff. EXHIBITS: 1. Staff comments by Diana Dubois in response to February 20, 2015, application (2/24/15) 2. Applicant s letter of appeal to DRC (rec d 4/2/15) 3. Minutes of 5/8/03 DRC meeting 4. Excerpt from Carriage Crossing Tenant Manual 5. Excerpts from Carriage Comprehensive Sign Policy Vice-Chairman McCarty asked if the applicant is here because of the Town s Guidelines or the Carriage Crossing Sign Policy. There was a discussion over whether or not the DRC is supposed to structure their decision based on the Town s Guidelines or the Carriage Crossing Tenant Manual. A discussion ensued over other Carriage Crossing store fronts that do not have awnings. Mrs. Boatwright stated the Carriage Crossing s CSP specifically prohibits internally illuminated signage in show windows. The landlord has approved the designs of these light boxes. The question is whether or not these proposed light boxes are signs. DRC 4-9-15 9

There was a discussion over why this item was brought to the DRC and the different ways the light boxes could be interpreted. Mr. Paul Reinke, General Manager for Carriage Crossing, addressed the commissioners. H&M is a global brand and this is the first store for them in this region. There is a brief period of time to establish this merchant. He believed by omitting the need for canopy and awnings and allowing the graphic boxes is a great way to show H&M we want them to succeed. He stated the way stores are displaying graphics is changing in the form of these light boxes. These are still graphics that change throughout the season. It s a different way to get the message out to the consumer. He believes these light boxes should be approved and does not view them as signage. Mr. Eric Dull, project manager for the applicant, addressed the commissioners. He explained that these light boxes are on all of their buildings throughout the world. It is a marketing tool for their business and is not to be considered as signage. Alderman Allen stated if we want to get the type of retailers that we want we need to change with the times and that he does not have a problem with it. Vice-Chairman McCarty stated this is a marketing tool and it is using the same media as signage. If they weren t going to follow the Life Style Manual then they would have to revert back to the Town Guidelines. The Town Guidelines do not permit internally lit signs. He doesn t believe from a technical stand point that he could approve it. Commissioner Compeau stated she agrees and is concerned how can retailers with smaller storefronts have something similar to H&M. It may not have the store s name on it but it is marketing its clothing in a way that no other retailers are and some may not have the ability to. Mr. Dull stated what we are showing is basically in all of the store windows. Vice-Chairman McCarty stated because it is internally lit and does communicate clothing that they are selling that he believes it is interpreted as a sign. There was a discussion over revising the criteria of the Planned Development regarding the choice in using light boxes for future store uses. Commissioner Lesnick stated she doesn t have a problem with this. She believes it is new and exciting and will benefit Carriage Crossing by bringing in more people. Mr. Reinke suggested that the CSP be revised to fit needs for changing times. Chairman Doss stated we are being asked to decide something that we don t even have any responsibility to decide for. The only reason you come to the DRC is if you want to deviate something that goes against your policy. You are saying they are deviating because the last sentence of your CSP states prohibits internally illuminated signage in show windows. This informs me that you would like to have it but since your policy won t allow it you want us to approve it. The problem is our policy will not allow it either. As long as this is considered a sign no one can approve it because we don t allow internally lit signs. He doesn t have any problems with omitting the awnings because they have done that before. There was a discussion over the process of revising the CSP guidelines. DRC 4-9-15 10

Hearing no further discussion, Chairman Doss asked for a roll call. Motion by Alderman Allen, and seconded, to waive the requirement for H&M to incorporate two out of the four elements as listed in the Storefront Requirements in the Carriage Crossing Tenant Manual. McCarty yes, Lesnick yes, Sarrio yes, Compeau yes, Allen yes, Doss yes. Motion Approved Motion by Vice-Chairman McCarty and seconded, to overrule staff s interpretation of the Design Guidelines related to an interpretation of the Design Guidelines in an email dated February 24, 2015, (specifically comments #7 and 8), by Diana Dubois related to the review of a Site Plan Modification/Exterior Alteration application on behalf of H&M. McCarty no, Lesnick yes, Sarrio no, Compeau no, Allen yes, Doss no. Motion failed. Other Business: Chairman Doss asked if there was any other business. Mrs. Boatwright stated there was none. Hearing no further business, the meeting was adjourned at 7:26 pm Shari Michael, Administrative Specialist, Sr. DRC 4-9-15 11