HomeMy Public PortalAbout1998_06_30_O016 ZM 154 Potomac StationThe Town of
Leesburg,
.rg ma
ORDINANCE NO.
AN ORDINANCE:
98-0-16
APPROVING #ZM-154
CONCEPT PLAN AND
PRESENTED June 30, 1998
ADOPTED June 30, 1998
POTOMAC STATION RETAIL, L.L.C.,
PROFFER AMENDMENT BY POTOMAC
STATION RETAIL, L.L.C.
WHEREAS, on June 7, 1997 the Town received #ZM-154 Potomac Station Retail,
L.L.C. concept plan and proffer amendment by Potomac Station Retail I~.L.C. to amend the
concept plan and proffers for #ZM-134 Harper Park PRC, and #ZM-147 Potomac Station PRC as
they apply to Mixed Use Parcels A & B; and
WHEREAS, the Planning Commission held a public hearing on this application on
August 7, 1998; and
WHEREAS, on January 22, 1998, following three time extensions reque, sted by the
applicant, the Planning Commission recommended denial of this application; and
WHEREAS, the Town Council held a public hearing on this application on March 24,
1998; and
WHEREAS, the Proffers, dated September 18, 1997, and revised through June 22, 1998
(hereinafter referred to as Proffers) and Concept Plan amendment request are in the iraerest of the
public necessity, convenience, general welfare, and good zoning practice.
SECTION I. Rezoning application #ZM-154 Potomac Station Retail, L.L.C. Concept
Plan and Proffer Amendment by Potomac Station Retail, L.L.C. is hereby approved subject to
the Proffers and Memorandum of Clarifications, dated June 22, 1998, copies of which are
attached hereto, and made a part hereof and incorporated by reference herein.
AN ORDINANCE:
-2-
APPROVING #ZM-154 POTOMAC STATION RETAIL, L.L.,C.
SECTION II. The Design and Construction Standards Manual modification is granted to
allow for entrances onto Battlefield Parkway subject to the limitations and conditions set forth in
the Proffers and Memorandum of Clarifications and as illustrated on the proffered Transportation
Plan.
SECTION Ill.
modifications to
Subdivision and
cited herein.
SECTION IV.
Concept plan approval does not express or imply any waiver or
any requirements of the Design and Construction Standards Manual,
Land Development Regulations or Zoning Ordinance except as specifically
This ordinance shall be effective upon its passage.
PASSED this goth day of June, 1998.
em, Mayor
Leesburg
ATTEST:
Clerk of Council
Attached:
Proffers and Memorandum of Clarifications attached hereto and incorporated by
reference herein
O:zm154
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 12, 1998
June 22, 1998
Pursuant to Section 15.2-2297 et seq. of the Code of Virginia (1950), as amended, and
Section 13A-12 of the Zoning Ordinance of the Town of Leesburg (the "Zoning Ordinance"),
Potomac Station Retail, L.L.C., a Virginia limited liability company, (hereinafter referred to as
the "Applicant"), who is the applicant herein and owner of approximately 59.44 acres of land
described as Tax Map 49, ((3)) Parcels 7 and 7B, in the Loudoun County tax records (collectively,
the "Property" and also referred to as "Mixed Use Parcels A and B") and who is seeking approval
by the Town of Leesburg (hereinafter referred to as the "Town") of a concept plan amendment
and proffer condition amendment to the PRC zoning applicable to the Property as approved by
the Town in Rezoning Application #ZM-134 as amended in Rezoning Application #ZM-147,
hereby submit the following voluntary proffers which supersede all prior proffers concerning or
affecting the Property and which are contingent upon Town approval of the above-referenced
concept plan amendment and proffer condition amendment. These proffers and this amendment
do not apply to the residential portion of the Potomac Station Planned Residential Community
(PRC), currently owned by Goose Creek Communities, L.L.C., which is not part of the Property.
1. Permitted Uses and Development Density. The Property may be developed with
any of the uses described in Section 6A-16(2)(c) of the Zoning Ordinance and any of the "M-C"
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
uses defined in Section 4F of the Zoning Ordinance as is permissible under Section 6A-16(3) of
the Zoning Ordinance. However, in no event shall only one use be permitted on the Property.
No more than 150 total multi-family dwelling units shall be developed on the Property. A
maximum of 466,286 square feet of non-residential uses listed in Section 6A-16(2)(c) of the
Zoning Ordinance may be developed on the Property as approved for the Property as allowed
under the limitations and conditions of these Proffers. Of this maximum permissible non-
residential square footage, a minimum of 110,000 square feet of office uses and a maximum of
275,000 square feet of retail uses shall be developed on the Property. A minimum of at least
225,0(}0 square feet of non-residential uses shall be developed on the Property with the
understanding that any governmental or medical facilities shall be counted to satisfy this minimum
non-residential square footage commitment. The Property shall be developed in accordance with
the Town Zoning and Land Development regulations in effect at the time of submittal of the
preliminary subdivision plans and/or preliminary development plans and shall be in substantial
conformity with the Potomac Station Mixed Use Concept Plan - Land Use Plan (Sheet 1 of 5),
dated February 24, 1998, as revised 6/19/98, prepared by Dewberry & Davis, and incorporated
herein by reference (hereinafter referred to as the "Land Use Plan"), which shall control the
general layout and general configuration of the Property, with reasonable allowances to be made
for engineering and design alteration to meet Town zoning, subdivision and land development
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
l'une 22, 1998
regulations. In furtherance of the commitments contained within this paragraph, the Applicant
shall file a preliminary layout of land uses for Mixed Use Parcel A, north of Potomac Station
Drive, simultaneous with the filing of the first Preliminary Development Plan for development
on the Property. This preliminary layout shall show the arrangement of approximately 150 multi-
family units located in the northeastern corner of Mixed Use Parcel A accessed ,only by Fort
Evans Road, the required minimum 110,000 square feet of office uses, and other non-residential
uses proposed for Mixed Use Parcel A, so as to sufficiently confirm that these development
modules can be constructed on Mixed Use Parcel A as required by this paragraph. As illustrated
on the aforesaid Concept Plan, Mixed Use Parcel A is that parcel north of Potomac Station Drive
and Mixed Use Parcel B is that parcel south of Potomac Station Drive.
2. Roadway Improvements. As portions of the Property are approved for a record
subdivision plat or a final development plan, the Applicant will dedicate and construct or bond
the portion of the road improvements described below and shown on the Potomac Station Mixed
Use Site Concept Plan - Transportation Plan (Sheets 2, 3, 4, and 5 of 5), dated February 24,
1998, as revised 6/19/98, prepared by Dewberry & Davis and incorporated herein by reference
(hereinafter referred to as the "Transportation Plan"). These proffered roadway improvements
will include acceleration, deceleration, and turn lanes where required to provide safe access for
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22. 1998
development on the Property and will be constructed in accordance with Town and VDOT
roadway standards.
Approval of this application #ZM-154 does not express or imply any waiver or
modification of the requirements set forth in the Subdivision and Land Development Regulations,
the Zoning Ordinance, or the Design and Construction Standards Manual (hereinafter, "DCSM"),
except as expressly approved in application #ZM-154, and all final plats, development plans, and
construction plans shall remain subject to these applicable Town regulations. A modification of
the requirements set forth in the DCSM relating to the entrance points onto Battlefield Parkway
as shown on the Transportation Plan is granted concurrent with approval of this application
#ZM-154 provided that the proposed Battlefield Parkway intersection improvements at each
development phase for East Market Street, Potomac Station Drive, and Fort Evans Road
(including all turn lane lengths, tapers, and lane transitions) can be constructed to Town and
VDOT standards.
Any right-of-way dedication areas referenced below shall also include right-of-way for any
required turn lanes. Except as herein provided, all roadway improvements described in this
Proffer 2 will be constructed on land dedicated to the Town of Leesburg in fee simple by the
Applicant without compensation and will be free of all liens and encumbrances in a fbrm approved
by the Town Attorney at no cost to the Town. Where roadway improvements described herein
4
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
1N REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
require the dedication of off-site tight-of-way and easements at any phase, development of that
phase .shall only be allowed if the Applicant is able to secure dedication of th is required off-site
tight-of-way and easements. The Applicant has agreements in place to obtain all necessary off-
site right-of-way required for implementation of these proffered roadway improvements and
understands that the Town's power of eminent domain will not be exercised to obtain any such
off-site right-of-way.
Roadway Improvements Required for Development of Mixed Use
Parcel B (Phase I Improvements)
i. Battlefield Parkway Right-of-Way Dedication and Roadway
Construction.
a. Prior to final development plan approval for any use on
Mixed Use Parcel B, the Applicant will dedicate one
hundred twenty (120) feet of right-of-way between Potomac
Station Drive and Fort Evans Road as illustrated on the
Transportation Plan, if requested during development plan
review, and sixty (60) feet of right-of-way between East
Market Street and Potomac Station Drive as illustrated on
the Transportation Plan. Prior to issuance of the first
5
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, i998
June 2, 1998
June 12, 1998
June 22, 1998
zoning permit for any use on Mixed Use Parcel B, the
Applicant will bond or construct the eastern two lanes of a
four-lane divided roadway in a sixty (60) foot right-of-way
for Battlefield Parkway from East Market Street to and
including its intersection with Potomac Station Drive in the
approximate location shown on the Transportation Plan.
Should the need for Battlefield Parkway right-of-way
dedication arise prior to final development plan approval
for any use on Mixed Use Parcel B, the Applicant shall
dedicate the above-referenced right-of-way at the request of
the Town or VDOT in fee simple without compensation free
and clear of all liens and in a form approved by the Town
Attorney at no cost to the Town. Interim access to Mixed
Use Parcel B from Battlefield Parkway shall be allowed as
shown on the Transportation Plan. The Applicant shall
ensure that all furore owners, lessees, and patrons of the
uses built on Mixed Use Parcel B are knowledgeable that
this entrance point shall be closed permanen~tly when the
6
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30. 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, I998
ii.
grade-separated East Market Street/Battlefield Parkway
interchange is built. This informational effort shall be
accomplished by signage, notice provisions in :ill leases and
deeds of conveyance, and other techniques recommended by
the Zoning Administrator to provide full, adequate and
complete notice to all persons involved. The Applicant
retains the right to develop the multi-family portion of
Mixed Use Parcel A, as shown on the Concept Plan, prior
to the construction of Battlefield Parkway between East
Market Street and Fort Evans Road, provided l:hat adequate
access to serve this multi-family land bay is provided by
improvements made to Fort Evans Road by the Applicant or
others.
b. Interim access to Mixed Use
Parkway at Phase I shall be
Transportation Plan.
East Market Street/Battlefield Parkway
Improvements.
Parcel B from Battlefield
allowed as shown on the
At-Grade Intersection
Prior to issuance of the first zoning permit for any
7
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
use on Mixed Use Parcel B, the Applicant will bond or construct
improvements at the proposed at-grade intersection of East Market
Street with Battlefield Parkway which will conform to VDOT and
Town requirements and will include a new median ,crossover on
East Market Street, in conformance with Town and VDOT
standards, eastbound and westbound through lanes at such
intersection, and separate turn lanes to serve the Battlefield Parkway
- East Market Street intersection and not to provide direct access to
the Property from East Market Street. All costs associated with this
modification or removal of this existing median crossover will be
borne by the Applicant. Should the need arise for construction of
these East Market Street turn lanes into Battlefield Parkway to
occur prior to the Applicant's Phase I construction, of the East
Market Street/Battlefield Parkway intersection and related turn
lanes, then the Applicant shall dedicate right-of-way along the East
Market Street frontage of the property to allow for co,nstruction of
this right turn lane by others. Dedication shall be to the Town or
VDOT upon request of the Town in fee simple without
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13. 1998
March 23, i998
June 2, 1998
June 12, 1998
June 22, 1998
Bo
compensation, free and clear of all liens and encumbrances and in
a form approved by the Town Attorney.
iii. Potomac Station Drive Right-of-Way Dedication and Roadway
Construction. Prior tofinal developtnentplan approval for any use
on Mixed Use Parcel B, the Applicant will dedicate up to ninety
(90) feet of right-of-way for Potomac Station Drive between
Battlefield Parkway and the eastern edge of the Property, in phases
if necessary and as requested during development plan review.
Prior to issuance of the first zoning permit for any use on Mixed
Use Parcel B, the Applicant will bond or construct the southern two
lanes of a four-lane divided roadway for Potomac Station Drive
from the Potomac Station Drive/Battlefield Parkway intersection to
the eastern edge of the Property in the approximate location as
shown on the Transportation Plan.
Roadway Improvements Required for Development of' Mixed Use
Parcel A (Phase II and Phase III Improvements)
i. Potomac Station Drive Right-of-Way Dedication and Roadway
Construction. Prior to issuance of the first zoning permit for any
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZMo147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
ii.
non-residential use on Mixed Use Parcel A, the Applicant will bond
or construct the northern two lanes of Potomac Station Drive from
the Potomac Station Drive/Battlefield Parkway inter,~;ection to the
eastern edge of the Property in the approximate location as shown
on the Transportation Plan and will bond or construct a four-lane
divided roadway for Potomac Station Drive from the eastern edge
of the Property, across the Twin Lakes property, to the Twin Lakes
entrance onto Potomac Station Drive. The Applicant has an
agreement to obtain necessary off-site right-of-way from the Twin
Lakes property required for construction of Potomac Station Drive.
Fort Evans Road Right-of-Way Dedication and Roadway
Construction. Upon request of the Town or VDOT or prior to final
development plan approval for residential uses on Mixed Use
Parcel A, whichever event occurs sooner, the Applicant will
dedicate, without compensation, free and clear of all liens in a form
approved by the Town Attorney, and at no cost to the Town or
VDOT, up to sixty (60) feet of right-of-way in fee simple for the
southern half section of an ultimate four-lane divided roadway for
10
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30. 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
Fort Evans Road. Prior to issuance of the first zoning permit for
residential uses on Mixed Use Parcel A, the Applicant will bond or
construct the southern two lanes of a four-lane divided roadway for
Fort Evans Road from Battlefield Parkway to the eastern edge of
Mixed Use Parcel A unless already constructed by others by that
time. In the event the Town or others at the request of the Town
constructs the aforesaid southern half section of the ultimate four-
lane divided roadway for Fort Evans Road to VDOT standards
along the Fort Evans Road frontage of the Property prior to the
Applicant's obligation to do so, then the Applicant shall provide a
payment to the Town (the "Fort Evans Road Payment") for the
actual hard costs of construction (i. e.: earth-grading, asphalt and
sub-base installation, curb and gutter installation, and other
tangible construction activities conducted in the field by road-
building contractors) expended by the Town or others in
constructing this road section. This Fort Evans Road Payment shall
be tendered to the Town immediately upon the Applicant receiving
a reimbursement of a monetary amount equal or greater to this
11
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2. 1998
June 12, 1998
June 22, 1998
payment to the Town from owners of lands adjacent to or in the
immediate proximity of the Property as a result of the Applicant's
actual construction of public roads on these off-site lands.
11-4
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
Sune 2, 1998
June 12, 1998
Sune 22, 1998
iii. Battlefield Parkway Roadway Construction (Phase II
Improvements).
a.
bo
Prior to the issuance of the first zoning permit for any non-
residential uses on Mixed Use Parcel A, the Applicant will:
(1) bond or construct the eastern two lanes of a four-lane
divided roadway in a sixty (60) foot right-of-way for
Battlefield Parkway from Fort Evans Road to Potomac
Station Drive, and (2) bond or construct the western two
lanes of a four-lane divided roadway for Battlefield Parkway
from East Market Street to Potomac Station Drive, provided
that these improvements have not been constructed by others
by this time.
Access to Mixed Use Parcel A and interim access to Mixed
Use Parcel B from Battlefield Parkway at Phase II shall be
allowed as shown on the Transportation Plan. One of the
following road improvements will either be in place or
bonded by the Applicant or others prior to the Phase II
development of Mixed Use Parcel A:
12
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
iV.
Dual left turn lanes from Battlefield Parkway
(southbound) to Route 7 (eastbound),
Two lanes of Potomac Station Drive extended to
River Creek Parkway, or
~,- Two lanes of Fort Evans Road improved to River
Creek Parkway.
Battlefield Parkway Roadway Construction (Phase III
Improvements).
a. Prior to the issuance of the first zoning permit for over
95,000 square feet of non-residential uses on Mixed Use
Parcel A, the Applicant will bond or construct the western
two lanes of a four-lane divided roadway for Battlefield
Parkway from Fort Evans Road to Potomac Station Drive
provided that these improvements have not been constructed
by others by this time. Phase III development of Mixed Use
Parcel A is contingent upon dedication of off-.site right-of-
way to allow for construction of these western two lanes of
Battlefield Parkway to take place. The Applicant has an
13
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
agreement to obtain this necessary right-of-way from the
adjacent Potomac Station residential project when needed for
construction of this road improvement.
Access to Mixed Use Parcel A and interim access to Mixed
Use Parcel B from Battlefield Parkway at Phase III shall be
allowed as shown on the Transportation Plan. Prior to
approval of a Final Development Plan for Phase III
construction, the Applicant shall submit a transportation
study analyzing the projected "left-in" and "left-out" vehicle
trips entering and exiting Mixed Use Parcel B from the
proposed Battlefield Parkway median break. Should this
transportation study reveal that these vehicle trips are such
that a Level of Service (LOS) "C" or better condition will
not exist at this median break, the Applicant shall, as a part
of its Phase III development, permanently close this median
break, without compensation and at no cost to the Town or
VDOT, thereby allowing for only "right-in" and "right-out"
vehicle trips to exist at this Battlefield Parkway entrance
14
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZMoI34 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
point. Notwithstanding the foregoing, this median break
allowing for "left-in" and "left-out" vehicle trip movements
at the Mixed Use Parcel B Battlefield Parkway entrance
point shall be closed at such time as Battlefield Parkway is
connected as a public street from the Property to the
Potomac Crossing residential community. In order to
ensure that tenants and other users of the non-residential
development on Mixed Use Parcel B are fully cognizant of
this possible closure of the median break in Battlefield
Parkway at this entrance point, the Applicant shall insert
appropriate disclosure language into any and all leases,
condominium documents, deeds of conveyance, or other
appropriate instruments advising of this possible event and
shall install appropriate signage at this enttrance point
advising any and all persons of this possible median break
closure.
15
#ZM-154 PROFFERS SUBMITFED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30. 1997
January 13. 1998
March 23, 1998
June 2. 1998
June 12, 1998
June 22, 1998
C. Roadway Improvements to and Relinquishment of Access Rights Along
Battlefield Parkway Done at Time of Construction of East Market
Street/Battlefield Parkway Grade-Separated Interchange by Others
(Phase IV Improvements)
The Applicant will permanently close the Battlefield Parkway entrance
point into Mixed Use Parcel B at such time that interchange construction
begins for the East Market Street/Battlefield Parkway grade-separated
interchange without compensation from the Town of Leesburg or VDOT.
3. Further Transportation Commitments for Analyses and Design Efforts,
Interchange Right-of-Way Dedication, Traffic Signalization, and Relinquishment of Access
Rights Along East Market Street and Battlefield Parkway.
A. Prior to approval of a final development (site) plan for Mixed Use Parcel
B, the Applicant: (i) will analyze the distance between the proposed
Potomac Station/Battlefield Parkway intersection and the p~roposed East
Market Street/Battlefield Parkway intersection to determine whether safe
traffic weaving movements on Battlefield Parkway may be made between
such intersections and provide appropriate construction drawings
demonstrating safe weaving maneuvers with all entrances and intersection
improvements; (ii) will conduct a preliminary design study at ~ao cost to the
Town to analyze the amount of right-of-way on the Property' required for
16
#ZM-154 PROFFERS SUBMITrED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18. 1997
September 30, 1997
January 13, 1998
March 23. 1998
June 2, 1998
June 12. 1998
June 22. 1998
Bo
construction by others of the northeast quadrant of the planned Battlefield
Parkway/East Market Street grade-separated interchange in the: approximate
location shown on the Transportation Plan; and (iii) will reserve for future
dedication for credit as a regional transportation improvement, eight and
six-tenths (8.6) acres of such portion of the Property to the Town or VDOT
for construction by others of such portion of the interchange, which shall
include any easements necessary for access ramp construction and
maintenance. This portion of the property, planned for use in the aforesaid
interchange, shall be dedicated to the Town or VDOT upon request and
without compensation at such time after final design plans for the
interchange have been approved by the Conunonwealth Transportation
Board or earlier at the Applicant's discretion.
As warranted by VDOT or the Town due to development on the Property,
the Applicant will bond or construct traffic signalization for the following
intersections and locations:
1. East Market Street and Battlefield Parkway;
2. Battlefield Parkway and Potomac Station Drive;
17
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 2:3, 1998
June 2. 1998
June 12, 1998
June 22, 1998
Co
Do
3. Site entrances into Mixed Use Parcels A and/or B along Battlefield
Parkway and/or Potomac Station Drive when such signalization is
warranted due to development on the Property;
4. Fifty percent of the signal at Fort Evans Road and Battlefield
Parkway.
Upon record plat approval for portions of the Property adjacent to East
Market Street, the Applicant will, without receipt of any compensation,
relinquish any rights to directly access East Market Street from the
Property.
As referenced in Proffer 2(C), above, the Applicant agrees to install a
raised median at the Battlefield Parkway entrance point into Mixed Use
Parcel B and close this direct entrance point onto Battlefield Parkway
permanently, without compensation and at no cost to the Town or VDOT,
at such time as the interchange construction begins. In order ~o ensure that
tenants and users of the non-residential development on Mixed Use Parcel
B are fully cognizant of the possible closure of the direct access from
Battlefield Parkway, the Applicant shall insert appropriate disclosure
language into any and all leases, condominium documents, deeds of
18
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-I~4 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, I998
conveyance, or other appropriate instruments advising of this possible event
and shall install appropriate signage at this direct access point advising any
and all persons of this possible closure.
E. In the event that the development and/or redevelopment of the iProperty will
exceed, at any time, the cumulation of the 275,000 square feet of retail
space, 110,000 square feet of office space, and 150 multi--family units
referenced in Proffer 1, above, but under the 466,286 square foot non-
residential maximum previously approved, the Applicant agrees to submit
at that time a traffic study to the Town depicting the access and circulation
system to serve this higher density of development in conformance with
VDOT and Town standards and agrees to construct such road
improvements recommended in the traffic study to serve this higher density
of development.
4. Transportation Improvement Fund. Subject to the limitations set forth below,
the Applicant agrees to make certain cash donations to the Town which shall be in the form of
non-refundable cash contributions or bonded commitments, and which shall be paid into an
account established by the Town (hereinafter "Transportation Improvement Fund") for the purpose
of financing construction of regional transportation improvements. For permitted residential
19
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 199/
January 13, I998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
development on the Property, the Applicant agrees to contribute a cash contribution to the Town
immediately prior to issuance of each zoning permit in the amount of Eight Hundred One Do llars
($801.00) for every multi-family unit constructed on the Property. For permitted non-residential
development on the Property, the Applicant agrees to contribute a cash contribution to the Town
immedia,tely prior to issuance of each zoning permit in the amount of Three Dollars and Seventy-
Seven Cents ($3.77) per gross square foot constructed on the Property up to a maximum payment
of Eight Hundred Forty-Seven Thousand Ninety-Four Dollars ($847,094.00), under the terms and
conditions stated hereinafter, as its pro-rata share toward the construction of regional
transportation improvements supporting such non-residential uses on the Property. 5;ubject t o the
limitations set forth below, this donation shall be in the form of non-refundable cash contribution s
or bonded commitments, which shall be paid into the Transportation Improvement Fund. The
Applicant shall make such payments to the Town immediately prior to issuance of such zoning
permit for the individual buildings actually constructed on the Property. Notwithstanding the
above, no payments under this paragraph shall be required for any buildings to be devoted to use s
such as non-profit or HOA-owned buildings, non-profit health care buildings, or any form or kind
of governmental facility.
5. Credits Toward the Transportation Improvement Fund. In the event the
Applicant dedicates land or constructs or causes to construct regional transportation
20
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2. 1998
~une 12, 1998
June 22, 1998
improvements, then to the extent of the value of such land or the improvements or monies so
provided, there shall be given a direct dollar-for-dollar credit against contribution.,; made to the
Transportation Improvement Fund. The cost of the regional transportation improvements shall
include: dedicated land, governmental permit fees, bonding costs, construction costs and utility
construction or relocation costs. In the event the Applicant makes the contributions required
above by bonded commitments and then constructs the regional transportation improvement itself,
the aforesaid bonded commitments shall be released or not renewed as appropriate so long as the
monies secured by the bonded commitments are expended toward regional transportation
improvements. Contributions of real property shall be valued at Two Dollars ($2.00) per gross
square foot. The following improvements shall be credited towards satisfaction of the Applicant's
Transportation Improvement Fund obligations:
A. The cost of construction and the value of the underlying right-of-way for
the western half section of Battlefield Parkway from Potomac Station Drive
to Fort Evans Road if and only if constructed as part of the development of
Mixed Use Parcels A or B by the Applicant.
B. The cost of construction and the value of the underlying right-of-way for
the western half section of Battlefield Parkway from East Market Street to
Potomac Station Drive, if and only if constructed as part of the
21
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January I3, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
developmem of Mixed Use Parcels A or B by the Applicant. The value of
this right-of-way shall only serve as a credit if the Applicant iis not able to
secure dedication of this off-site right-of-way at no cost.
C. The value of the right-of-way for the East Market Street turn
lanes/imerchange dedication for the northeast quadrant of tile Battlefield
Parkway/East Market Street grade-separated interchange.
6. Fire and Rescue Facilities. Prior to obtaining each zoning permit for individual
residential dwelling units constructed on the Property, the Applicant will pay the Town the sum
of ONE HUNDRED DOLLARS ($100.00) per residential unit constructed on the Property as a
non-refundable cash donation for the benefit of fire and rescue facilities providing service to the
Property, which monies will be paid by the Town to fund such facilities. Prior to obtaining each
zoning permit for individual office buildings constructed on the Property, the Applicant will pay
the Town the sum of Ten Cents ($0.10) per gross square foot of non-residential construction on
the Property as a non-refundable cash donation for the benefit of fire and rescue facilities
providing service to the Property, which monies will be paid by the Town to fund such facilities.
Notwithstanding the above, no payments under this paragraph shall be required for any buildings
to be devoted to uses such as non-profit or HOA-owned recreational buildings, non-p~;ofit day care
facilities, non-profit health care, or governmental service facilities. The amount of such
22
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
Sune 2, 1998
June 12, 1998
June 22, 1998
contributions shall be adjusted annually upward from the date of final rezoning approval in
accordance with the Consumer Price Index, with 1998 as the Base Year.
7. Sewer and Water Service. The Applicant will provide water service for the
Property from the existing water line located in Fort Evans Road. In the event that the Applicant
constructs a water line which is designed to provide water service for properties in addition to the
Property, the Town will assist the Applicant in seeking reimbursement by other users of the water
line. In the event that prior to issuance of zoning permits for the Property a sewer li ne providing
adequate service for the Property has not been constructed by others, the Applicant will co nstruct
a sewer line for development located on the Property to the Town sewer treatment facility which
shall conform to the Town's master plan for utilities unless the plan is amended ~to reflect the
Applicant's revised sewer line. In the event that the Applicant constructs such a sewer line and
the line includes capacity in excess of that required for development sufficient to serve this area
located on the Property, the Applicant will initiate and the Town will support a proportionate
reimbursement by users of any such excess capacity. The execution and acceptance of these
proffers does not imply that adequate sewer capacity in the Town sewer treatment fz, cility will be
available for dwellings or buildings constructed on the Property. In the event that a sewer line
which provides adequate service for the Property is constructed by the Town, the Applicant will
pay its pro-rata share of the cost of construction of such facilities at the time of issuance of zoning
23
'.
#ZM-154 PROFFERS SUBMITrED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18. 1997
September 30, 1997
lanuary 13, 1998
March 23, 1998
Sune 2, 1998
June 12, 1998
June 22. 1998
permits for structures to be constructed on the Property. Nothing herein shall be interpreted to
obligate the Applicant to reimburse the Town for the School Site pro-rata cost of providing sew er
service.
8. Site Development Details. As portions of Mixed Use Parcel B are approved for
non-residential uses in a final development plan, the Applicant will submit the architectural details
(e. g., facade treatment, typical building types and roof lines, and proposed building materials) to
the Town Board of Architectural Review for consistency review with the H-2 Corridor Design
Guidelines.
9. Definitions. Wherever "bond" is used herein it shall mean the type of security
required by the Town as described in Section 15.2-2241(5) of the Code of Virginia (1950), as
amended. Wherever "dedication" is used, it shall mean "convey by a good and proper general
warranty deed fee simple title to the land to the Town of Leesburg or VDOT, free and clear of
any defects in title, liens or encumbrances at no cost to the Town or VDOT in a form approved
by the Town Attorney". Wherever "easement" is used, it shall mean "grant by a good and proper
deed an easement interest to the Town of Leesburg or VDOT at no cost to the Town or VDOT
in a form approved by the Town Attorney."
10. Proffer Amendments. The Property is the composite of two tax map parcels, each
of which is subject to these proffers. Tax Map 49, ((3)) Parcels 7 and 7B include Mixed Use
24
#ZM-154 PROFFERS SUBMrVrED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
Parcels A and B which may be developed separately from the balance of the Potomac Station PR C
development.
The undersigned Applicant and owner of record of the Property, does hereby voluntarily
proffer the conditions stated above, which conditions shall be binding on the Applicant, its
successors and assigns, and all owners of any portions of the Property and shall have the effect
specified in Section 15.2-2297, et seq. of the Code of Virginia (1950), as amended..
#ZM-154 PROFFERS SUBMITrED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12. 1998
June 22. 1998
Witness the following signatures and seals this ~r'ffdday of
1998.
POTOMAC STATION RETAIL, L.L.C.,
a Virginia/~ited liabi~.~ c/~
Craig K. L/zonard, Manager
STATE OF
CITY/COUNTY OF dd'//;4)~/*E , to-wit:
I, /'~7~ic~/3 ~./,~#~///~'/7~V ,a Notary Public in and for the State', and County
aforesaid, do hereby certify that CRAIG K. LEONARD, MANAGER of Potomac Station Retail,
L.L.C., has signed the foregoing writing which is dated ~/////~ ,g g,. /(//',( . and has this day
acknowledged the same before me in the aforesaid State and County.
Given under my hand this of '~/?~ , 1998.
My Commission Expires:
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January 13, 1998
March 23, 1998
June 2, 1998
June 12, 1998
June 22, 1998
POTOMAC STATION RETAIL, L.L.C.,
a Virginia limited liability company
By: C LARK~ALT~L_L~, L. L.C.
By: ~/--~i~'~--~ ~ ~
t' D~u~la~. S~ndor, Manager ~k
/-
CITY/C~~ 0~/e ~~o-wit:
I, '~.]~1~ ~"~ ~ ~ ~ ~ ~ , a Notary ~blic in and for the State, ~d CounW
aforesaid, dd hereby c~'~ ~at dOUgLAS a. SANDOa, MANAOE of Capital,
L.L.C. as ,Manager 9f~otomac Station Retail, L.L.C., has signed the foregoing writing which
is dated ~//( , ~d has ~is day ac~owledged ~e s~e before me in ~e aforesaid
State and County.
Given under my hand this(Y~,f ~day
doann~ K. I~. M~y~r [
Notary Public, State of Maryland I
Montgomery County J
My Commission Expires Jan. 1, 2002]
My Commission Expires:
of ~~(' ~ , 1998. _-~
/r//~-t~ Notary l~blic
t'
#ZM-154 PROFFERS SUBMITTED BY
POTOMAC STATION RETAIL, L.L.C.,
A VIRGINIA LIMITED LIABILITY COMPANY
IN CONNECTION WITH APPROVAL BY THE TOWN OF LEESBURG
OF A CONCEPT PLAN AMENDMENT AND PROFFER CONDITION
AMENDMENT TO THE POTOMAC STATION PRC ZONING APPROVED
IN REZONING APPLICATION #ZM-134 AS AMENDED IN
REZONING APPLICATION #ZM-147
September 18, 1997
September 30, 1997
January I3, 1998
March 23, 1998
$une 2, 1998
June 12, 1998
June 22, 1998
POTOMAC STATION RETAIL, L.L.C.,
a Virginia limited liability company
By:
STATE O ~ / '
CITY/' /,, ~/!V[~
CLARK REALTY CAPITAL, L.L.C.
Lawrence C. Nussdorf, Mallfiger
/-
, to-wit:
, a Notary Public in and for the State and County
aforesaid, do hereby certify that AWRENCE C. NUSSDORF, MANAGER of Clark Realty
Capital:. L.L.C. a§ Manger o~Potomac Station Retail, L.L.C., has signed the foregoing writing
which is dated /,o~/7~-~ ~/ . and has this day acknowledged the same before me in the
aforesaid State and County.
Given under my hand this y
" Joanne K. B. Meyer
Notar~ Public, State of Maryland
'. :,.: ~ery Cour~ty /
· .. ,,--'-~:.. '~ ,:"',ir~s Jan 1. 20621
My Commission Expires:
J : \D A TA ~CLIENT\ I S\ I 8492\OO I \PROFNEW3. CL N
06/19/98 01:51pm
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
TO:
Leesburg Town Council
Leesburg Town Hall
25 West Market Street
Leesburg, VA 20175
We are writing to you, the Leesburg Town Council, for the purpose of clarifying the
Potomac Station Retail, L.L.C. Proffer Statement (the "Proffer Statement"), last dated
March 23, 1998, and submitted to Town Staff prior to the Town Council public hearing on
#ZM-154, Potomac Station held on March 24, 1998. A copy of this executed Proffer
Statement, clarified by this Memorandum of Clarifications, is attached hereto as Exhibit A.
The Applicant and Owner of the Subject Property hereby offer the following clarifications:
1. Preamble, Page 1, Line 13. The word "remainder" is removed and replaced
by the phrase "residential portion" and the phrase "Potomac Station Planned Residential
Neighborhood (PRN)" is clarified to read "Potomac Station Planned Residential Community
(PRC), currently owned by Goose Creek Communities, L.L.C.,".
2. Preamble, Page 1, Line 14. The sentence "The proffers and Concept Plan for
this remainder shall remain in full force and effect as approved in #ZM-134 and #ZM-147"
is deleted.
3. Proffer 1, Page 2, Line 2. This proffer is clarified by the insertion of the
following sentence after the words "Zoning Ordinance.": "However, in no event shall only
one use be permitted on the Property".
o
"of any".
Proffer 1, Page 2, Line 3. This proffer is clarified by the deletion of the words
5. Proffer 1, Page 2, Line 5. This proffer is clarified by the addition of the words
following "Property", "as allowed under the limitations and conditions of these Proffers."
and the deletion of the words "through staff analyses and zoning approvals granted by #ZM-
134 and #ZM-147".
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
6. Proffer 1, Page 2, Line 6 and Proffer 1, Page 3, Line 4. This proffer is
clarified by a replacement of the numeral "50,000" with the numeral "110,000".
7. Proffer 1, Page 3, Line 3. This proffer is clarified by deleting the word
"approximately".
8. Proffer 1, Page 3, Line 7. This proffer is clarified by the insertion of the
following new sentence following the word "paragraph." "As illustrated on the aforesaid
Concept Plan, Mixed Use Parcel A is that parcel north of Potomac Station Driv.e and Mixed
Use Parcel B is that parcel located south of Potomac Station Drive."
9. Proffer 1, Page 3, Line 12. This proffer is clarified by a replacement of the
words "dated 3/10/98, March 13, 1998" with the words "as revised 6/19/98".
10. Proffer 2, Page 4, Line 11. This proffer is clarified by the insertion of the
phrase "to the Town of Leesburg" following the word "dedicated".
11. Proffer 2, Page 4, Line 12. This proffer is clarified by the insertion of the
phrase "in a form approved by the Town Attorney at no cost to the Town" fi>llowing the
word "encumbrances".
12. Proffer 2, Page 4, Line 13. This proffer is clarified by the insertion of the
phrase "and easements" following the word "right-of-way".
13. Proffer 2, Page 4, Line 15. This proffer is clarified by the insertion of the
following after the word "right-of-way": "and easements. The Applicant has. agreements
in place to obtain all necessary off-site right-of-way required for implementation of these
proffered roadway improvements and understands that the Town's power of eminent
domain will not be exercised to obtain any such off-site right-of-way.
14. Proffer 2, Page 5, Line 17. This proffer is clarified by the insertion of the
words "in fee simple without compensation free and clear of all liens and in a form approved
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
by the,' Town Attorney at no cost to the Town" following the word "VDOT" and by the
replacement of the word "Access" with "Interim access".
15. Proffer 2, Page 5, Line 19. This proffer is clarified by the insertion of the
word "'the" following the words "shown on".
16. Proffer 2, Page 6, Line 14. This proffer is clarified by the insertion of the
words "by the Applicant or others" after the words "Fort Evans Road".
17. Proffer 2, Page 6, Line 15. This proffer is clarified by the replacement of the
word "Access" with "Interim access".
18. Proffer 2, Page 7, Line 7. This proffer is clarified by deleting the words "to
access the Property".
19. Proffer 2, Page 7, Line 8. This proffer is clarified by inserting the word "to"
after the word "not".
20. Proffer 2, Page 7, Line 9. This proffers is clarified by inserting the following
language: "All costs associated with this modification or removal of this existing median
crossover will be borne by the Applicant. Should the need arise for construction of these
East Market Street turn lanes into Battlefield Parkway to occur prior to the Applicant's
Phase I construction of the East Market Street/Battlefield Parkway intersection and related
turn lanes, then the Applicant shall dedicate right-of-way along the East Market Street
frontage of the property to allow for construction of this right turn lane,' by others.
Dedication shall be to the Town or VDOT upon request of the Town in fee simple without
compensation, free and clear of all liens and encumbrances and in a form approved by the
Town Attorney."
21. Proffer 2, Page 7, Line 14. This proffer is clarified by inserting the phrase "in
phases is necessary and" after the word "Property,".
3
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
22. Proffer 2, Page 8, Line 12. This proffer is clarified by inserting the following
sentence at the end of B(i): "The Applicant has an agreement to obtain necessary off-site
right-of-way from the Twin Lakes property required for construction of Potomac Station
Drive"'.
23. Proffer 2, Page 8, Line 14. This proffer is clarified by the replacement of the
words "Prior to" with the words "Upon the request of the Town or VDOT or prior to".
24. Proffer 2, Page 8, Line 15. This proffer is clarified by the insertion of the
phrase "whichever event occurs sooner" following the words "Mixed Use Parcel A," and by
the insertion of the words ", without compensation, free and clear of all liens in a form
approved by the Town Attorney and at no cost to the Town or VDOT, up to" fi~llowing the
word "'dedicate".
25. Proffer 2, Page 8, Line 16. This proffer is clarified by adding the words "in
fee simple" after the words "right-of-way".
26. Proffer 2, Page 8, Line 17. This proffer is clarified by placing a period after
the word "Road", deleting the word "and", and by inserting a phrase after this period as
follows: "Prior to the issuance of the first zoning permit for residential uses on Mixed Use
Parcel A, the Applicant".
27. Proffer 2, Page 9, Line 2. This proffer is clarified by inserting the following
after the words "Mixed Use Parcel A": "unless already constructed by others by that time.
In the event the Town or others at the request of the Town constructs the aforesaid
southern half section of the ultimate four-lane divided roadway for Fort Evans Road to
VDOT standards along the Fort Evans Road frontage of the Property ]prior to the
Applicant's obligation to do so, then the Applicant shall provide a payment to the Town
(the "Fort Evans Road Payment") for the actual hard costs expended by the Town or
others in constructing this road section. This Fort Evans Road Payment shall be tendered
to the Town immediately upon the Applicant receiving a reimbursement of a monetary
amount equal or greater to this payment to the Town from owners of lands adjacent to or
in the immediate proximity of the Property as a result of the Applicant's actual
construction of public roads on these off-site lands."
4
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
28. Proffer 2, Page 9, Line 15. This proffer is clarified by the insertion of the
words "interim access to" before the words "Mixed Use Parcel B".
29. Proffer 2, Page 11, Line 2. This proffer is clarified by the insertion of the
following phrase at the end of the paragraph: "The Applicant has an agreement to obtain
this necessary right-of-way from the adjacent Potomac Station residential project when
needed for construction of this road improvement."
30. Proffer 2, Page 11, Line 3. This proffer is clarified by the insertion of the
words "interim access to" before the words "Mixed Use Parcel B".
31. Proffer 2, Page 11, Line 5. This proffer is clarified by the insertion of the
following sentence following the words "Transportation Plan": "Prior to approval of a Final
Development Plan for Phase III construction, the Applicant shall submit a transportation
study analyzing the projected "left-in" and "left-out" vehicle trips entering and exiting Mixed
Use Parcel B from the proposed Battlefield Parkway median break. Should this
transportation study reveal that these vehicle trips are such that a Level of Service "C" or
better condition will not exist at this entrance point, the Applicant shall, as a part of its Phase
III development, permanently close this median break, without compensation and at no cost
to the Town or VDOT, thereby allowing for only "right-in" and "right-out" vehicle trips to
exist at this Battlefield Parkway entrance point. Notwithstanding the foregoing,, this median
break allowing for "left-in" and "left-out" vehicle trip movements at the Mixed Use Parcel
B Battlefield Parkway entrance point shall be closed at such time as Battlefield Parkway
is connected as a public street from the Property to the Potomac Crossing residential
community. In order to ensure that tenants and other users of the non-residential
development on Mixed Use Parcel B are fully cognizant of this possible closure of the
median break in Battlefield Parkway at this entrance point, the Applicant: shall insert
appropriate disclosure language into any and all leases, condominium documents, deeds of
conveyance, or other appropriate instruments advising of this possible event and shall install
appropriate signage at this access point advising any and all persons of this possible median
break closure."
32. Proffer 2, Page 11, Line 13. This proffer is clarified by the insertion of the
phrase "without compensation from the Town of Leesburg or VDOT" following the word
"interchange".
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
33. Proffer 3, Page 12, Line 8. This proffer is clarified by the deletion of the
words "up to" after the word "improvement,".
34. Proffer 3, Page 12, Line 12. This proffer is clarified by the insertion of the
following new sentence following the word "maintenance.": "This portion of the Property,
planned for use in the aforesaid interchange, shall be dedicated to the Town or VDOT upon
request and without compensation at such time after final design plans for the interchange
have been approved by the Commonwealth Transportation Board or earlier at the', Applicant's
discretion."
35. Proffer 3, Page 14, Line 5. This proffer is clarified by the replacement of the
numeral "50,000" with the numeral "110,000" and by a deletion of the comma fbllowing the
word "space".
36. Proffer 3, Page 14, Line 10. This proffer is clarified by inserting the
following phrase at the end of the paragraph: "and agreed to construcll such road
improvements recommended in the traffic study to serve this higher density of
development."
37. Proffer 4, Page 15, Lines 3-4. This proffer is clarified by the deletion of the
parenthetical "(based on a projection of 225,000 gross square feet of retail uses at $3.77 per
gross square foot)".
38. Proffer 5, Page 16, Line 11. This proffer is clarified by the insertion of the
phrase "by the Applicant" following the words "Mixed Use Parcels A or B".
39. Proffer 5, Page 16, Line 15. This proffer is clarified by the insertion of the
phrase "by the Applicant" following the words "Mixed Use Parcels A or B".
40. Proffer 5, Page 17, Line 1. This proffer is clarified by the insertion of the
words "East Market Street turn lanes/" before the word "interchange".
41. Proffer 6, Page 17, Line 10. This proffer is clarified by the replacement of
the word "net" with "gross".
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
42. Proffer 6, Page 17, Line 17. This proffer is clarified by a replacement of the
year "1997" with "1998".
43. Proffer 8, Page 18, Line 18. This proffer is clarified by a deletion of the word
"non-residential" before the word "portions" and by a replacement of the words "the
Proper~y" with the words "Mixed Use Parcel B".
44. Proffer 8, Page 18, Line 19. This proffer is clarified by a replacement of the
word "multi-family" with the word "non-residential".
45. Proffer 9, Page 19, Line 5. This proffer is clarified by a replacement of the
old statutory cite "15.1-466(A)(5)" with the new statutory cite "15.2-2241(5)".
46. Proffer 9, Page 19, Line 7. This proffer is clarified by the deletion of the
word "and" after the phrase "general warranty deed", the deletion of the words "or easement"
after the phrase "fee simple title to the land" and the insertion of the words "or YT)OT", after
the words "Town of Leesburg".
47. Proffer 9, Page 19, Line 8. This proffer is clarified by the insertion of the
following "at no cost to the Town or VDOT in a form approved by the Town Attorney.
Wherever "easement" is used, it shall mean "grant by a good and proper deed an easement
interest to the Town of Leesburg or VDOT at no cost to the Town or VDOT in a form
approved by the Town Attorney." following the word "encumbrances".
The undersigned hereby warrants that all of the owners of a legal interest in the
Property have signed this Memorandum of Clarifications, that they have full authority to bind
the Property to these clarifications, and that these clarifications are entered into voluntarily.
We hereby acknowledge and agree to this Proffer Statement Memorandum of
Clarifications for #ZM-154 Potomac Station Retail, L.L.C.
7
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
Witness the following signatures and seals this ~,~/~day of t/[t//[
,1998.
POTOMAC STATION RETAIL, L.L.C.,
a Virginia limited liability company
By: ~/~~~
Craig Ii Leonard, Manager
STATE OF
~-T3L/COUNTY OF /,&/~/,~/~g , to-wit:
I, d/d~/fi/,'fi X(./'~/~//~'(, a Notary Public in and for the State and CounW aforesaid,
do hereby certify that CRAIG K. LEONARD, MANAGER of Potomac Station Retail, L.L.C., has
signed the foregoing writing which is dated L/~¥~r.l~ ~.,/~.f~i( and has this day acknowledged the
same before me in the aforesaid State and County.
Given under my hand this ~,'~/'~ day of ;/~///v~ ,1998.
Notary Public
My Commission Expires:
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
POTOMAC STATION RETAIL, L.L.C.,
a Virginia limited liability company
By: CLA~ALT~~,
By: (~-'-~~:~-- ' t~.
"~ougl'~))R.-S~dor, Manager
STATE OF
CITY/C~~~, / ~.~~ ~/~ o-wit:
I, ~0~ ~[ff ff]~V ~, a Nota~ Public in and for the State and County aforesaid,
do hereby ce~ify that DOUGLAS R.~ S~OR, MANAGER of Cl~k Realty Capital, L.L.C. as
Manager of Potomac Station Retail, L.L.C., has si~ed the foregoing writing which is dated
~d h~ t~ the same before me in the aforesaid State ~d CounW.
Given under my hand thi, ay of / ,1998.
My Commission Expires:
Joanne K. B. Meyer
Notary Public, State of Maryland
Montgomery Couaty
My Commission Expires Jan. 1, 2002J
POTOMAC STATION RETAIL, L.L.C.
PROFFER CONDITION AND CONCEPT PLAN AMENDMENT
#ZM-154
MEMORANDUM OF CLARIFICATIONS
June 22, 1998
POTOMAC STATION RETAIL, L.L.C.,
a Virginia limited liability company
By: CLARK REALTY CAPITAL, L.L.C.
BY~--~--~~ CX'""-' '~'V
Lawrence C. Nussdorf~glanager
C IT Y/~ (~?~//~//~/~/~o -w it:
do here~'y c~e~i'~fha~ '/?dT~ E~C.' aNuN;~ mu~ li~ i~:r ~ ~o~ t};i;ad: re217;u~]t~t][~rdsdi~:
as Manger of Potomac Station Retail, L.L.C., has signed the foregoing writing which is dated ~
., ~d h~ this day ac~owledged the sine before me in the aforesaid State ~d CounW.
Given under m of~ 1998.
y, hand thi~s~ay
/
Notary Public, Stat~. o! Maryland
Montgomery Coun~
My Commission Expires,lan. 1,2002~
My Commission Expires:
J:\DATA\CLIENT~ 18\ 18492\001 \MOC-3.JUN