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HomeMy Public PortalAbout2008_09_09_O23 - TLZM 2008-0003 The Town of Leesburg, Virginia PRESENTED September 9.2008 ORDINANCE NO. 2008-0-23 ADOPTED September 9. 2008 AN ORDINANCE: APPROVING APPLICA nON TLZM-2008 -0003 VILLAGE AT LEESBURG CONCEPT PLAN AND PROFFER AMENDMENT WHEREAS, rezoning application TLZM-2008-0003 has been filed by Carlyle/Cypress Leesburg LLC and Springfield East, LC to amend the concept plan and proffers for the rezoning TLM-2004-0005 known as "Village at Leesburg"; and WHEREAS, a duly advertised Planning Commission public hearing was held on August 7,2008; and WHEREAS, at their regular meeting of August 7, 2008 the Planning Commission recommended conditional approval of this application to the Town Council; and WHEREAS, the Town Council held a duly advertised public hearing on this application on September 9, 2008; and WHEREAS, the staff recommends approval; and WHEREAS, the Council has concluded that the approval of the application would be in the public interest and in accordance with sound zoning and planning principles. THEREFORE, ORDAINED by the Council of the Town of Leesburg in Virginia that Rezoning TLZM-2008-0003 is approved subject to the proffers last dated August 27,2008. PASSED this 9th day of September 2008. ATTACHMENT 2 PROFFER STATEMENT Rezoning # ZM 2008-0003, Village at Leesburg Record Owner: Carlyle/Cypress Leesburg I, LLC and Springfield East, LC Property: MCPI #'s 149-17-4430; 149-28-0023; 150-49-0155; 149-19-2655 150.1 acres Date: August 27, 2008 Pursuant to Section 15.2 -2303 of the Code of Virginia, as amended and Section 3.3.16 of the Zoning Ordinance of the Town of Leesburg, (hereinafter the "Town"), the undersigned, Carlyle/Cypress Leesburg I, LLC, and Springfield East, LC (hereinafter collectively called the "Applicant"), are the owners of 150.1 acres of real property of which 64.17 acres of real . property is zoned Planned Residential Community ("PRC"), 38.84 acres of real property zoned Mixed Use Business District (B-4) and 47.11 acres of real property is zoned IndustriallResearch Park DistrictlI-l) that is described as Loudoun County MCPI Numbers: 149-17-4430; 149-28- 0023; 150-49-0155; 149-19-2655 (hereinafter collectively called the "Property"), which is more particularly described on Sheet 9 of the Concept Plan described below. Applicant hereby proffers on behalf of itself and its successors and assigns, that if the Leesburg Town Council approves ZM 2008-0003, the Property shall be developed and used consistent with the following terms and conditions herein. Said terms and conditions herein supersede any prior proffers that have been offered for any portion of the Property, including any proffers associated with Rezoning Application ZMAP #2004-0005 approved November 7,2005, and will be stated on the Concept Plan described below. PROFFERS I. SUBSTANTIAL CONFORMANCE WITH CONCEPT PLAN, USE, AND DEVELOPMENT A. 1-1 IndustriallResearch Park District. The portion of the Property to be retained in the I-I District will be limited to non-residential uses that are designed to substantially conform with the character and quality of the uses developed on the balance of the Property. Only the following uses listed in the 1-1 District as permitted or special exception uses may be developed within the I-I zoned portion of the Property: office; research and development; eating establishment without drive-in facility; hotel/motel; conference center; child care center; parking structure, private; park, public; fire andlor rescue facility; and school, technical. Any of the above-listed uses that require prior special exception approval may only be developed after obtaining special exception approval by Town Council. B. Substantial Conformance. Development of the Property will be in substantial conformance with Sheets 1, 3, 3A, 3B, 3C, 4, 5, 6, 6A, 7, 7A, 8D, 9, of the Concept Plan prepared by Bowman Consulting Group Inc., dated February 20,2008, revised August 27,2008 (hereafter referred to as "Concept Plan"), which is attached hereto and made a part hereof as LBGLlB-62053.3 PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 2 Exhibit A. Reasonable allowances shall be made for engineering and design alteration to meet Town Subdivision and Land Development Regulations, Town Zoning Ordinance Regulations and the Town Design and Construction Standards Manual ("DCSM") requirements (collectively the "Town Development Regulations"). All uses listed in the B.4 and PRC zoning districts as per the Town Zoning Ordinance may be developed on the Property except lumber andlor building material sales with outdoor storage, mini-warehouse, and warehouse. Uses listed under Zoning Ordinance Sections 8.5.2, 8.5.3 and 6.6.2 that require special exception approval shall continue to require special exception approval before they may be developed on the Property, unless such approvals occur concurrently with approval of ZM 2004.0005 and 2008-0003. Development of the Property shall comply with the Town Development Regulations. All private streets and parking courts constructed on the Property shall comply with Town Development Regulations. The horizontal and vertical geometrics of streets and private parking courts constructed on the Property must accommodate an AASHTO 'SU' design vehicle. All public and private roads and streets constructed on the Property shall be inspected and authorized for opening by the Town or VDOT depending upon which jurisdiction assumes authority for maintenance. C. Construction and Location of Conceot Plan Elements. The following guidelines will guide development of the Property: 1. Subject to I.B. and C.2. herein, ground floor retail space within buildings located in Landbays A and B as depicted in the Concept Plan will be sized as follows: (a) on the north side of the Main Street the maximum size of a single tenant will be 35,000 square feet on the ground floor or 60,000 square feet, if a second story is included, and (b) on the south side of Main Street the maximum size of a single tenant will not exceed 10,000 square feet or 20,000 square feet if a second story is utilized. There shall be no freestanding retail ground floor single tenant retail use in excess of 20,000 gross square feet. The location of buildings in Landbays A and B which have retail uses located on the ground floor and residential and/or office uses on upper floors, and the type of these uses located within each of these same buildings, shall be in substantial conformance with Concept Plan Sheet 3A Land Use Map, allowing for vertical integration within a single footprint of the following use mixes: retail only, office only or office over retail, residential over office or retail, residential only, and parking deck. The Village Center Land Use Map and Legend depicted on Sheet 3A of the Concept Plan will govern the location of retail, office, residential, parking and hotel uses with the exception of that certain structure located at the northwest corner of Russell Branch Parkway and the first entrance to the Village Center, which shall be developed with first floor office or retail uses and upper floor residential uses. 2. One freestanding retail structure that shall not exceed 140,000 square feet may be developed on the Property in Landbay A in the location indicated on the Concept Plan. The Applicant agrees to limit the use of the 140,000 square foot structure to Wegmans which shall be PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 3 constructed consistent with the following criteria for the Crosstrail Boulevard and East Market Street building frontage: a. Distinct architectural elements along Crosstrail Boulevard and East Market Street building frontage to divide the mass and scale of the building and provide compatible styles, but varied facades, setbacks and building fronts within the overall elevation of the building; b. A variety of high quality architectural materials in the architectural elevations consisting of brick, stone, and other masonry; c. A variety of rooflines and architectural grade roof materials and pitches, as well as cornices, quoins, and other details, as appropriate, to enhance the distinct architectural facades and provide interest and appeal; d. Appropriate fenestration, shuttered window openings andlor trim to animate the elevations and complete the village streetscape along Crosstrail and East Market Street; and e. One or more appropriate steeple or similar type vertical elements to accent and provide further variety to the overall roofline and elevation. The purpose of the design elements is to eliminate the impression of a single large structure and provide a signature of quality for the project and the Town that is consistent with the character of the Town of Leesburg. The final building elevations will be reviewed within these gu!delines in connection with H-2 Overlay District review and approval procedures. D. Communitv Deshm. 1. Villa2e Center Main Street. The following design elements will be observed in the development of the Property: a. Street trees will be planted along the Main Street that bisects Land Bays A and B, adjacent to the parallel parking, spaced an average of 40 feet on center. b. Sidewalks will have a minimum width of 12 feet between the face of storefront and back of curb (to include the street tree zone). c. The sidewalks and pedestrian crosswalks will incorporate masonry pavers, scored concrete and/or other similar paving materials to establish PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Pa~e 4 pedestrian zones and create visual interest. Similar materials may be used in a portion of the Main Street, north and/or west of the central park. d. The median of the Main Street will be landscaped with lawn, ornamental trees and flower beds, and include pedestrian crosswalks at designated locations. e. The Plaza on the south side of Main Street will include a fountain or similar dynamic water feature that will animate the park through the permissible weather season. This Plaza will incorporate scored concrete, masonry pavers and/or other similar landscape materials, shade trees, seating areas, lighting, benches and trash receptacles. This Plaza may include ornamental trees, lawn, potted plants and bollards in the final design. f. An architectural feature such as an obelisk, clock tower or other feature similar in character may be located within or in the vicinity of the central Plaza. g. The Plaza on the north side of the Main Street will incorporate scored concrete masonry pavers and/or other similar landscape materials, shade trees. seating areas and lighting and may also include ornamental trees, potted plants and bollards, as appropriate. 2. Main Street Uses and Character. The Concept Plan illustrates the relationship of the Main Street retail (or office) to the residential or office uses above, the location of the service road(s), the parking garage(s) and access to the second and third story residential (or office). The following specific elements illustrated on the Concept Plan are proffered: a. The primary facade materials for all buildings built on the Property shall include anyone or a combination of the. following materials: brick, masonry, synthetic stucco, cementatious horizontal plank, cultured stone, architectural concrete, glass and omamental metal. b. The retail and office storefronts at street level will include the following features: shop or office entry doors, storefront windows, identification signage, awnings and canopies. The awnings andlor canopies will conform to the standards and criteria stated in the H-2 Corridor Design Guidelines as referenced in Section 7.6.7 of the Town Zoning Ordinance. PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 5 c. Street facing facades of street level retail uses shall be a maximum of 40% glass. Street facing facades of office uses located above retail uses shall be a minimum of 25% glass. Facades of all single use stand-alone office buildings shall be a minimum of 50% glass. d. The maximum length of blank wall between windows andlor storefronts facing the Main Street will be 50 feet. e. Above the one story retail storefronts at street-level will be two or three levels of residential units or office space as illustrated on Sheet 3A of the Concept Plan. f. Roof materials shall be asphalt shingle, slate, wood or metal. g. Vinyl shall not be used on any exterior walls visible from streets. h. Loading for the retail and office uses will be provided at the rear of the retail buildings, accessed from the service road located between the parking garage(s) and the retail buildings. 1. Access to the residential units above the street-level retail (or office) will be provided in the locations shown on the Concept Plan via an elevated pedestrian bridge connecting the adjacent parking deck to an entry vestibule or corridor within the residential building. Access to additional levels of residential uses will be via internal stairs andlor elevator, as appropriate. Additional at-grade entrances to the residential units may be added, as appropriate. Additional access to residential and nonresidential uses from an adjacent parking deck may be provided via an elevated pedestrian bridge in other locations on the Property which will be indicated at the time of site plan approval for portions of the Property developed with such other residential and nonresidential structures. 3. Buildinf?: Heif?:hts. Building heights on the Property will be as shown on the Development Tabulations Table on Sheet 3A of the Concept Plan. Notwithstanding the building heights shown on the Development Tabulations Table on Sheet 3A of the Concept Plan for the retail uses in Land Bay B, the height limit for the retail uses in Land Bay B will not exceed 45 feet. The height limit for the townhouse office buildings along the northern falYade of Parking Deck D described below in Paragraph I.D.5.a. will not exceed thirty-five (35) feet. 4. Pedestrian Crossinf?: of Russell Branch Parkway. The following specific design elements illustrated on the Concept Plan are proffered by the Applicant: PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Pa2e 6 a. The first and second intersections west of Russell Branch Parkway and Crosstrail Boulevard will be signalized for vehicles and will incorporate a pedestrian count down system to assist pedestrian crossings between Land Bays B and C. b. The Applicant will highlight the pedestrian crossing zone at these locations through the use of painted stamped asphalt or Duratherm within the designated crosswalk areas. c. The portion of Russell Branch Parkway from Crosstrail Boulevard to the most western median break will be designed and constructed with a six (6) foot wide landscaped median that will incorporate pedestrian crossing areas at intersections to provide pedestrian crossing safety zones in coordination with the final location of the crosswalks. 5. Route 7 Office Townhouses and Parkin$!: Deck D Elevation. a. The Applicant will construct two-story townhouse office buildings, which will not exceed thirty-five (35) feet in height along the northern fayade of Parking Deck D, as shown in the Concept Plan and in the Special Exception for Parking Deck D, and these office buildings will be completed prior to the initial use of Parking Deck D. b. The front and exposed sides of the townhouse office buildings will have a primarily masonry fa((ade, but cementatious horizontal planking may be used periodically to create visual interest and the front elevations of the townhouse office buildings will be staggered to avoid a flat, monotonous appearance. c. The exposed elevations of Parking Deck D on the north, west and east sides will have a fa9ade (e.g. brick, aggregate or other finish) that is complimentary to the adjacent buildings. 6. Reverse FrontalZe Lots on Russell Branch Parkway. Any reverse frontage residential lots adjoining Russell Branch Parkway in Land Bay C shall incorporate the following features: a. The rear yard privacy fencing parallel to Russell Branch Parkway will be six feet in height and utilize brick piers at each property comer with visually opaque board-on-board fence in between each pier. PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 7 b. The side and rear facade of these units will incorporate architectural trim, shutters, exterior materials and fenestration identical to the front facade of the units. 7. Enhanced ButTer for Residential Structures Abuttinf! Crosstrail Boulevard. The Applicant agrees to increase the amount of screening materials planted in the fifty (50) foot wide buffer yard between Crosstrail Boulevard and residential lots that abut Crosstrail Boulevard so that such plantings comply with the screening requirements set forth in Section 12.8.2.G.2.c. of the Town Zoning Ordinance. 8. Covenants. Conditions and Restrictions. The Applicant shall create covenants, conditions and restrictions to coordinate development within the Property, which shall address all proffered design elements and such items as architectural controls, signage, building materials, lighting and landscaping. An Owners Association(s) or another identifiable single entity (Le., owner) shall be formed to oversee the on-going management and maintenance of the common areas of the Property, including landscaping and maintenance of such common areas. E. Transportation. 1. Proposed improvements to public roads will consist of the dedication, construction, and/or improvement of the portions of Route 7, Crosstrail Boulevard, River Creek Parkway, Russell Branch Parkway and Route 653 located on the Property or off-site as depicted on Sheet 6A of the Concept Plan and on Loudoun County Plan #CP AP2005 0045. The Applicant will also construct all other private roadways, travelways, and parking lots illustrated on Sheet 6A of the Concept Plan as development plans for portions of the Property including such features are approved by the Town. Design and construction of any private streets, parking areas and entrances adequate to ensure ingress and egress to public roadways will be submitted for review and approval by the Commonwealth of Virginia Department of Transportation (hereinafter called the "VDOT") if the roadway will be maintained by VDOT, or the Town if the roadway will be maintained by the Town, as a part of the subdivision or development plan process for affected portions ofthe Property. Transportation improvements proffered herein will include acceleration, deceleration, and return lanes where required to provide safe access for development on the Property and shall be constructed in accordance with applicable Town or VDOT roadway standards. 2. Prior to the issuance of the first permit for occupancy of a building constructed on the Property, the Applicant will construct the roads depicted on Sheet 6A that are described below to substantial completion including: placement of all pavement (with the exception of the final surface course) with all required signage and all pavement markings installed; authorization for opening each road section by The Town of Leesburg andlor VDOT depending upon maintenance responsibility of the new roads; and shall open such roads to traffic: PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 8 a. Interchange: A grade-separated diamond shaped interchange at the intersection of Route 7/Crosstrail Boulevard. Interchange construction will include realignment of River Creek Parkway as depicted on Sheet 6A (Loudoun County Plan #CP AP20050045) and will include provision of traffic signalization consistent with the VTRC Interchange Selection Guide. b. Crosstrail Boulevard: A four lane divided section within 120-foot right-of-way from the intersection with Route 7 through the intersection with Russell Branch Parkway to a point where grading would not encroach into the FEMA 100 year floodplain with the understanding that the portion of Crosstrail Boulevard from Russell Branch Parkway to the FEMA 100 year floodplain will not be opened to traffic until Crosstrail Boulevard is connected by others to the southern Property boundary. The Applicant will design Crosstrail Boulevard to a point that ensures the adequate road crossing of Tuscarora Creek (approximately 500 feet beyond the southern property boundary). The Applicant will also provide FEMA floodplain studies and alteration studies for the portion of the Property where Crosstrail Boulevard crosses Tuscarora Creek to ensure the vertical alignment of the road is adequate. c. Russell Branch Parkway: A four lane divided section within 90 foot right-of-way from the eastern Property boundary to the western Property boundary. The four lane divided section of Russell Branch Parkway will connect to Route 653 via a transition on the Property composed of a two lane road section. Relocation of Route 653 shall be approved by Loudoun County. d. The Applicant shall install, at such time as required by warrants, the following signalization, based on the latest edition of the Manual on Uniform Traffic Control Devices, as determined by the Town or VDOT as applicable: i. Signalization at the intersection of Crosstrail Boulevard and Russell Branch Parkway; and 11. Signalization at the first and second roadway crossover on Russell Branch Parkway to the west of the intersection of Crosstrail Boulevard and Russell Branch Parkway. The Applicant shall install pedestrian countdown signalization devices at the time each signal is installed to assist pedestrian crossings between Land Bays Band C. 3. Route 653: The existing signalization at the intersection of River Creek Parkway and Route 7 and the existing signalization at the intersection of Route 7 and Route 653 will be removed. PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 9 4. Existing access from Route 653 to Route 7 will be terminated at its current location at such time as access to the Property is available via the grade-separated interchange described above in Proffer I.E.2.a. 5. The Applicant shall provide for temporary construction access to the Property from Route 7 and/or from Route 653, including, but not limited to roadway improvements, signage and pavement markings required to provide safe access to public roadways. 6. At the time of approval of the first record subdivision plat or final development plan for adjacent sections of the Property, the Applicant shall create and grant to VDOT with no compensation a no-access easement along the Property's Route 7 frontage with the exception of the area for access to the Route 7/Crosstrail diamond-shaped interchange. The intent of the easement is to prohibit direct access to Route 7 from the Property, but shall not preclude access via Crosstrail Boulevard. 7. In lieu of contribution of the sums indicated and listed in the Town Plan as adopted pursuant to Town Resolution 97-216, the Applicant agrees to construct and dedicate to VDOT the grade-separated interchange at the intersection of Crosstrail Boulevard and Route 7 as illustrated on the Concept Plan as its pro-rata share toward the Town transportation improvement fund supporting the commercial, office, and residential uses on the Property. This donation shall be in the form of actual construction. The Applicant shall complete such construction prior to issuance of the Occupancy permit for any building constructed on the Property. 8. The Applicant agrees to relocate to the west the current entrance to the Holiday Inn at Carradoc Hall by approximately 450 feet, including the extension of the existing Route 7 westbound acceleration/deceleration lane to this new entrance and the construction of an acceleration lane for approximately 1,000 feet west of the new entrance to provide a safe merge back into the westbound through traffic. In addition to these Route 7 improvements, the Applicant will extend the new entrance from Route 7 to the parking lot and repair or replace, as appropriate, decorative landscaping and/or lawn area affected by the entrance relocation, provided any needed property access permissions for this work are granted. The Applicant will pay for and construct these improvements to the Carrodoc Hall entrance as described above, as part of its funding of the construction of the Route 7/River Creek Parkway interchange. 9. Sheet 6 of the Concept Plan depicts the pedestrian circulation network for the Property. The bridge~portion of the Route 7 / River Creek Parkway interchange will include a ten (10) foot wide sidewalk along the west side and a twelve (12) foot wide trail along the east side. Both will be extended to the north to connect into the existing Potomac Station sidewalk network along River Creek Parkway and to the south to the Village at Leesburg sidewalk network. The pedestrian elements of the interchange are depicted on design plans for the interchange (Loudoun County Plan #CP AP20050045). Notwithstanding the typical cross section on Sheet 6 for Crosstrail Boulevard, the Applicant will build a six-foot wide sidewalk along the PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 10 west side and a ten-foot wide trail along the east side. Along Russell Branch Parkway, the Applicant will build an eight-foot wide trail along the northern side and an eight-foot wide trail along the southern side. All other pedestrian walkways within the Village of Leesburg will be as ' shown on Sheet 6. 10. Prior to the issuance of the first permit for occupancy of a building constructed on the Property, the Applicant will establish locations on the Property suitable for transit stops by a shuttle operated by the Town, the Virginia Regional Transportation Service or other provider and will cooperate with and support such service provider to facilitate bus service to and from the Property and the Town Historic District. 11. Prior to issuance of the first permit for occupancy of a building constructed in Land Bays D or E, the Applicant agrees to construct a half section of Russell Branch Parkway from the western Property line to the Town's Wastewater Treatment Plant. Such construction will be consistent with Town Development Regulations and will be predicated on the Town obtaining the right-of-way or onr~ceipt at no cost to the Applicant of the right-of-way necessary to construct the half section of Russell Branch Parkway to provide access to the Town's Wastewater Treatment Plant via Russell Branch Parkway. 12. Prior to issuance of the first permit for occupancy of a building constructed in Land Bays D or E, the Applicant agrees to install pedestrian countdown signalization devices at the intersection of Crosstrail Boulevard and Russell Branch Parkway. F. Residential Recreation. The recreational amenities shown in Land Bays B and C will be provided in the locations that substantially conform to those illustrated on the Concept Plan, with the understanding that such amenities may shift within the areas shown on Land Bays B and C. The community center in Land Bay B will be built with the adjacent residential building and will include, at a minimum, a fitness center, business center, media room and entertainment/social area within a structure that will be at least 3,500 square feet, as well as an outdoor pool and outdoor social area. The bocce courts and lawn games area will be built concurrently with the adjacent residential buildings and will be available for use prior to issuance of occupancy permits for such buildings. The community / fitness center in Land Bay C will be built at the same time as the adjacent multifamily buildings immediately to its south and will include, at a minimum, a fitness center, business center, media room and entertainment/social area within a structure that will be at least 4,500 square feet, as well as an outdoor pool and social area and outdoor game area and will be available for use prior to issuance of occupancy permits for such buildings. The tennis court and multi-purpose courts shall be located in Land Bay C. All amenities in this proffer shall be constructed consistent with the phasing requirements of Section 9.3.l2.E. of the Town Zoning Ordinance. All of these outdoor recreational amenities such as parks, open space, trails, bocce courts, greens, etc., that are constructed on the Property will be built by the Applicant and will be available to all residents with the understanding that recreational facilities located on Land Bay C and designed for use PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 11 solely by active adult residents will be limited to use by only such residents, their guests and invitees. Prior to issuance of the first permit for occupancy of a building constructed on the Property, the Applicant agrees to pay the Town Four Hundred Thousand Dollars ($400,000.00) to be used for the purchase or construction of improvements or equipment for public recreational facilities at Ida Lee Recreation Center. At the time of issuance of a zoning permit for each applicable unit the Applicant agrees to pay to the Town One Thousand Dollars ($1,000.00) per residential dwelling unit to be used by the Town for the purchase or construction of improvements or equipment for public recreational facilities at Ida Lee Recreation Center. G. Workforce Housinl!:. The Applicant will make available for initial sale or rent up to a total of 10 multi-family units within Land Bays A and B for a Workforce Housing initiative within the Town. These units will be offered for sale or rent at a discount of twenty percent (20%) from the market price of the comparable unit developed on the Property. The goal of the Workforce Housing initiative will be to increase housing opportunities within the Town for local government employees. The Applicant will cooperate with the Town on the development of administrative guidelines deemed necessary to implement this program in compliance with. applicable local, state and federal housing regulations. In event that the administrative guidelines necessary to implement this program are not in place within one hundred eighty (180) days of the issuance of the occupancy permits for the designated units, this proffer will terminate. II. ACTIVE ADULT UNITS A maximum of 300 residential units shall be constructed in Landbay C and occupancy of said units shall be age restricted in accordance with the following parameters: 1. At least eighty percent (80%) of the occupied residential units shall be occupied by at least one person fifty-five (55) years of age or older and within such units the following conditions shall apply. a. All other residents must reside with a person who is 55 years of age or older, and be a spouse, a cohabitant, an occupant's child eighteen (18) years of age or older, or provide primary physical or economic support to the person who is 55 years of age or older. Notwithstanding this limitation, a person hired to provide live-in, long term or terminal health care to a person who is55 years of age or older for compensation may also occupy a dwelling during any time such person is actually providing such care. b. Guests under the age of 55 are permitted for periods of time not to exceed sixty (60) days total for each such guest in any calendar year. PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 12 c. If title to any lot or unit shall become vested in any person under the age of 55 by reason of descent, distribution, foreclosure or operation of law, the age restriction covenant shall not work a forfeiture or reversion of title, but rather, such person thus taking title shall not be permitted to reside in such lot or unit until he shall have attained the age of 55 or otherwise satisfies the requirements as set forth herein. Notwithstanding, a surviving spouse shall be allowed to continue to occupy a dwelling unit without regard to age. 2. A maximum of twenty percent (20%) of the occupied residential units shall be allowed to be occupied by at least one person fifty (50) years of age or older and within such units the following conditions shall apply. a. All other residents must reside with a person who is 50 years of age or older, be a spouse, a cohabitant, an occupant's child eighteen (18) years of age or older, or provide primary physical or economic support to the person who is 50 years of age or older. Notwithstanding this limitation, a person hired to provide live-in, long term or terminal health care to a person who is 50 years of age or older for compensation may also occupy a dwelling during any time such person is actually providing such care. b. Guests under the age of 50 are permitted for periods of time not to exceed sixty (60) days total for each such guest in any calendar year. c. If title to any lot or unit shall become vested in any person under the age of 50 by reason of descent, distribution, foreclosure or operation of law, the age restriction covenant shall not work a forfeiture or reversion of title, but rather, such person thus taking title shall not be permitted to reside in such lot or unit until he shall have attained the age of 50 or otherwise satisfies the requirements as set forth herein. Notwithstanding, a surviving spouse shall be allowed to continue to occupy a dwelling unit without regard to age. 3. The above described use restrictions may be amended from time to time in accordance with applicable local and state regulations governing age restricted housing and the Federal Fair Housing Act so long as the substantive intent as set forth herein is maintained. The Applicant will record a restrictive covenant on the Property limiting the use of Land Bay C to the age-restricted community described above. The terms and conditions of the restrictive covenant described in Proffer II. shall be reviewed and approved by the Town Attorney for conformity to such proffer prior to issuance of the first building permit for an active adult unit. PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 13 4. The Active Adult community will be for independent living only; no assisted living units or services will be included. III. SEQUENCING OF CONSTRUCTION Subject to compliance with the provisions of these proffers, the Applicant shall build or cause to be built on the Property: (1) up to 140,000 square feet of non-residential uses in Landbay A; (2) up to 300 active adult units in Landbay C; (3) up to 355,000 additional square feet of non-residential uses in Land Bay A and up to 178,400 square feet of non-residential development may be built in Land Bay B; (4) one (1) multi-family dwelling unit may be constructed for each 5,000 square feet of the non-residential (gross) floor area constructed in the B-4 zoned portions of the Property, up to a maximum of 85 units; and (5) up to 508 multi-family units may be built in the PRC District portions of the Property including up to 258 units in Land Bay C and 250 units in Land Bay B. In addition, 42 active adult townhouse units may be built in Land Bay C. Once construction of the interchange described in Proffer LE.2.a herein has started, the Applicant shall have the right, subject to appropriate jurisdictional approval of requisite plans, plats and permits and the posting of associated bonds, to initiate site development and building construction on the Property, (defined herein as issuance of a zoning permit by the Town), allowed under those approved plans without regard to the numerical sequence described above in the first sentence of Proffer III. However, no occupancy permits may be issued for any completed structures on the Property until the transportation improvements described herein are constructed to substantial completion and are open to traffic. Upon completion of the construction and opening to traffic of the transportation improvements descnbed in Proffer I.E., all other uses illustrated on the Concept Plan may be constructed on the Property. IV. INTERCHANGE The diamond shaped interchange to be constructed by the Applicant in accordance with these proffers shall be constructed, subject to approval and modifications required by VDOT, to a design that seeks to utilize concrete form liners and concrete stain to simulate a stone fac;ade to the abutments and wing walls of the interchange, and to landscape the banks of the interchange with trees and shrubs, as depicted on Sheet 8D of the Concept Plan. The Applicant will provide pedestrian lighting on the bridge and will utilize light fixtures that incorporate traditional design details, subject to approval by VDOT. The Applicant will use its best efforts, subject to compliance with VDOT and Corps of Engineer ("COE") regulations, to retain existing vegetation growing within the areas of the interchange not required by VDOT approved plans for construction of roadway related improvements and, to the extent possible consistent with VDOT and COE regulations and interchange design plans, plant native vegetation within the interchange areas not utilized for right-of-way. The Applicant will reestablish the Potomac Station community sign at the intersection of Potomac Station Drive and River Creek Parkway, in a location selected by the Potomac Station Homeowners' Association and in a manner mutually agreed upon by the Applicant and the Association. The community sign will be subject PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 14 to all regulations and limitations of the jurisdiction in which it is located. The Applicant will landscape that portion of River Creek Parkway north of Route 7, that is disturbed by the interchange construction, with the goal of restoring the character of the streetscape between Potomac Station Drive and Route 7 that existed prior to the interchange's construction. The sign relocation and landscaping shall be moved or planted prior to opening of the interchange for public vehicular access. V. LIGHTING All freestanding parking lot lights located on the Property (with the exception of lighting fixtures on the top surface of elevated parking decks) shall have a maximum height of twenty feet (20') and shall have fixtures which direct light downward and inward. All lighting on the top surface of elevated parking decks constructed on the Property. shall have a maximum height of five feet (5') unless an alternative height is approved by the Board of Architectural Review during the H-2 review process and shall have fixtures which direct light downward and inward. Applicant shall design and construct all lighting on Property ~o standards set in the DCSM Section 7-670, and said illumination on the Property shall not be visible from off of the site where the lights are located at levels in excess of those allowed in DCSM 7-670. The Applicant shall provide photometric information on site lighting to the Board of Architectural Review during the H-2 review process. VI. RECREATION TRAIL AND FLOOD PLAIN A. Recreation Trail. Concurrently with approval by the Town of Leesburg Department of Parks and Recreation and subdivision approval for adjacent portions of the Property, the Applicant will build a ten-foot wide recreation trail constructed with asphalt or concrete consistent with DCSM Standards within the Tuscarora Creek floodplain which will provide a linkage to the recreation amenities in the western portion of the Property and will connect to Russell Branch Parkway, as depicted on Sheet 5 of the Concept Plan. Portions of the recreation trail may be located upon that portion of the Property that overlays a sewer easement. The recreation trails will be built wider than ten (10) feet to allow the Town vehicular access to maintain the sewer and to access the pump station referenced herein in Section IX. The extent and width of this portion of the trail needed by the Town for vehicular access will be determined at the time of final development plan review. The Applicant will submit all necessary flood plain studies and applications for 100 year floodplain alteration to the Town and FEMA for review and approval. The Applicant and/or owners association will maintain all portions of the trail not conveyed to the Town for operation and maintenance of the pump station and sewer line. B. Restrictive Covenant. The Applicant will record a restrictive covenant limiting the use of the Property that is outside of the Town limits along the southern boundary to open space, PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 15 subject to the location of any necessary utilities to serve the Property. The covenant will be recorded prior to or simultaneous with the first Record Plat for the uses within Land Bay C. VII. LANDSCAPINGIBUFFERSIWETLANDS A. Along the portion of the Pr0perty that abuts Route 7, there shall be buffer yards planted with screening materials as illustrated on the Concept Plan and in compliance with the Town's Zoning regulations at the time of development. This buffer and all landscaping shown on the Concept Plan shall be bonded and constructed by the Applicant concurrently with adjacent development. Bonding of the landscape buffer shall be administered by the Zoning Administrator of the Town of Leesburg. All surface parking areas shall be designed and landscaped per the requirements of the Town Zoning Ordinance and the Design and Construction Standards Manual. All landscaping shall be planted to ensure adequate sight distance is maintained at proposed intersections and the grade-separated interchange. B. Modification Number 2 is further defined to state that the full 35 foot landscape screen will be provided on the south side of Russell Branch Parkway except where wetlands exist as designated on the Concept Plan. VIII. SOUND ABATEMENT The Applicant shall prepare and submit to the Town for review a noise impact study of the interchange upon existing adjacent residential structures located north of East Market Street. The noise impact study will be consistent with the standards of VDOT and FHW A. The Applicant will implement the recommendations of said noise study in cooperation. with the Potomac Station Homeowners Association and affected homeowners, subject to availability of necessary land being provided at no cost to the Applicant. Any noise attenuation improvements will be constructed by the Applicant and at the Applicant's expense, concurrently with the construction of the Interchange described in Proffer LE.2.a, and will be in place prior to the initial operation of that portion of the interchange mandating the improvement. Should the final noise attenuation improvements include concrete walls, such walls will be cast on both sides with form liners and concrete stain to simulate a stone fa9ade similar in appearance to the abutments and wing walls of the interchange, referred to in Proffer IV. Additionally, both sides of the noise attenuation improvements will be landscaped in an equivalent manner, subject to available space for plantings, in cooperation with the Homeowners Association and affected homeowners. . IX. UTILITIES In the sub area of the Property where a Town owned and operated public gravity sewer conveying flows to the Town of Leesburg Waste Water Treatment Plant is not available, the Applicant will construct on the Property, at its own cost, an interim pump station. An interim PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 16 pump station would be in place until the ultimate pump station identified in the Town of Leesburg Water and Sewer Master Plan, or a suitable and approved alternative is constructed and in operation. All associated easements on the Property including those necessary to link the interim pump station with the ultimate pump station described below will also be reserved for such access with pump station construction plans. The cost of construction of the on-site interim pump station will be borne by the Applicant. The interim pump station design will be subject to approval by the Town Engineering and Utilities departments as well as the Virginia Department of Environmental Quality. Alternatively, hi the event that Town and Loudoun County General Plans allow the ultimate pump station identified in the Town of Leesburg Water and Sewer Master Plan to be built in LoudoWl County at the time the Applicant is ready to build the interim pump station, and so long as the necessary easements for construction, repair and operation of the ultimate pump station are available at no cost to the Applicant, then the Applicant will build the ultimate pump station, subject to pro-rata reimbursements from the Town andlor other parties utilizing the ultimate pump station. The Applicant shall be responsible for the extension of water and onsite gravity sewer to the Property at no cost to the Town, and shall be responsible for payment of all water and sewer pro-rata fees. The Applicant acknowledges the close proximity of the Property to the Town's Water Pollution Control Facility (WPCF) and potential for occasional odor problems. The removal of the existing tree buffers between the Town's WPCF and the Property may further impact this problem. Where possible, the Applicant shall preserve or plant a tree buffer between the WPCF and this development consistent with Zoning Ordinance requirements. X. ~XATION AREA DEVELOPMENT POLICIES AND CAPITAL FACILITY PAYMENTS The Applicant agrees to comply with Town Council Resolution 2005-111 by making the payments required under said Resolution. The payments shall be made at the time of receipt of zoning permits for residential units developed on the Property. In the event that prior to issuance of the first zoning permit for a residential structure to be developed on the Property, the Board of Supervisors of Loudoun County determines that payment of capital facility charges for active adult units is not required and/or provides a credit against payment of capital facility charges for provision of regional transportation improvements, then to the extent such proffer relief is provided, the payments under Resolution 2005-111 will not be assessed or paid. The Applicant agrees to pay Two Million One Hundred Thirteen Thousand One Hundred Fifty-Nine and 00/100 Dollars ($2,113,159.00) to the Town to offset any payments owed to the County under the Annexation Agreement. In the event that within twelve (12) months of the approval of ZM 2004-0005 the AADP's are amended to permit construction on the Property of residential units, then to the extent such units are permitted to be constructed the Applicant will not pay AADP payments to the County of Loudoun, but will pay such funds to the Town of Leesburg at the rate of $2,000.00 per residential unit into a Transportation Fund to be used by the Town to fund regional transportation projects to be determined by the Town of Leesburg to PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 17 include, but not be limited to, the future extension of Crosstrail Boulevard and Russell Branch Parkway west of the Property or Battlefield Parkway south of Route 7. The above payments shall be made at the time of issuance of zoning permits for residential units constructed on the Property . XI. FIRE AND RESCUE CONTRIBUTION Prior to the issuance of each zoning permit, the Applicant shall make a one-time contribution of One Hundred Twenty Dollars ($120.00) per residential dwelling unit constructed on the Property and ten cents ($.10) per gross square foot of building area payable to the Town of Leesburg for distribution to the fire and rescue companies providing service to the Property. The contribution shall be divided equally between the primary servicing fire and rescue companies. This contribution shall escalate on a yearly basis from the base year of 2005 and change effective each January 1 thereafter based on the Consumer Price Index (CPI) for the Washington Metropolitan SMSA. XII. FIRE ALARM AND SPRINKLERS All buildings on the Property shall include automatic sprinklers, designed and installed to applicable building code standards. XIII. B-2 CORRIDOR REGULATION The entire Property depicted on the Concept Plan is subject to the H-2 Corridor Design Guidelines. Prior to approval of the site plan for any commercial or residential uses on any portion of the Property, the Applicant shall submit said plans to the Board of Architectural Review for review and approval. XIV. FillER OPTIC CABLE The Applicant will install conduit for fiber optic cable through the Property as necessary to allow for future distribution by appropriate fiber optic service providers. The Applicant will work with each of the service providers to extend fiber optic services to all parts of the project. XV. MARKET STUDIES The Applicant will fund a study, undertaken in conjunction with the Town's Department of Economic Development, of the market for and economic feasibility of construction and operation of large plate Class A office space in the Town of Leesburg and a hotel of at least 100 rooms to be located in the I-I zoned portion of the Property, including the market and economic feasibility of additional hotel services (ranging up to a full-service hotel). The study will be initiated within one year of the date of the zoning approval and completed prior to the PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 18 submission of any fmal site plan or record plat for development of permitted or special exception uses on the I-I portion of the Property. XVI. MISCELLANEOUS These proffers are filed in accordance with Section 15.2-2303 of the Code of Virginia, as amended, and Section 3.3.16 of the Town Zoning Ordinance. The term 'DEDICA nON" as used herein shall mean convey by general warranty deed fee simple title to the land to the Town 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. The term "easemene' as used herein shall mean grant by deed and easement interest to the Town or VDOT at no cost to the Town or VDOT in a form approved by the Town Attorney. The Applicant agrees that approval of this rezoning does not express or imply and 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. Final plats, development plans, and construction drawings for development on the Property are subject to the applicable Town regulations. The Applicant warrants that all of the owners of the Property have signed this Proffer Statement, that they have full authority to bind the Property to these conditions, and that they have voluntarily subjected the Property to these proffer conditions. SIGNATURE ON FOLLOWING PAGE PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 19 OWNER: CARL YLE/CYPRESS LEESBURG I, LLC By: STATE/COMMONWEALTH OF CITY/COUNTY OF ; to-wit: Before the undersigned, a Notary Public in and for the aforementioned jurisdiction, personally appeared , as of Carlyle/Cypress Leesburg I, LLC, who acknowledged that he/she executed the foregoing Proffers with the full power and authority to do so. IN WITNESS WHEREOF, I have affixed my hand and seal this , 2008. day of Notary Public PROFFER STATEMENT Village at Leesburg ZM 2008-0003 Page 20 OWNER: SPRINGFIELD EAST, LC By: STATE/COMMONWEALTH OF CITY/COUNTY OF ; to-wit: Before the undersigned, a Notary Public in and for the aforementioned jurisdiction, personally appeared , as of Springfield East, LC, who acknowledged that he/she executed the foregoing Proffers with the full power and authority to do so. IN WITNESS WHEREOF, I have affixed my hand and seal this ,2008. day of Notary Public ATTACHMENT 4 PRESENTED September 9.2008 ORDINANCE NO. ADOPTED September 9. 2008 AN ORDINANCE: APPROVING APPLICATION TLZM-2008 -0003 VILLAGE AT LEESBURG CONCEPT PLAN AND PROFFER AMENDMENT WHEREAS, rezoning application TLZM-2008-0003 has been filed by Carlyle/Cypress Leesburg LLC and Springfield East, LC to amend the concept plan and proffers for the rezoning TLM-2004-0005 known as "Village at Leesburg"; and WHEREAS, a duly advertised Planning Commission public hearing was held on August 7,2008; and WHEREAS, at their regular meeting of August 7, 2008 the Planning Commission recommended conditional approval of this application to the Town Council; and WHEREAS, the Town Council held a duly advertised public hearing on this application on September 9,2008; and WHEREAS, the staff recommends approval; and WHEREAS, the Council has concluded that the approval of the application would be in the public interest and in accordance with sound zoning and planning principles. THEREFORE, ORDAINED by the Council of the Town of Lees burg in Virginia that Rezoning TLZM-2008-0003 is approved subject to the proffers last dated August 27,2008. PASSED this 9th day of September 2005. Kristen C. Umstattd, Mayor Town of Leesburg ATTEST: Clerk of Council