Loading...
2012_01_10_O001 Village at LeesburgThe Town of Leesburg' Virginia PRESENTED: January 10, 2012 ORDINANCE NO. 2012 -0 -001 ADOPTED: January 10, 2012 AN ORDINANCE: APPROVING CONCEPT PLAN AND PROFFER AMENDMENT TLZM 2010 -0003, VILLAGE AT LEESBURG, AMENDING TLZM- 2009 -0008 TO ALLOW AN INCREASE IN DENSITY FOR OFFICE AND RETAIL USES WITHIN LANDBAYS A AND B, TO REVISE THE LAYOUT OF BUILDINGS Q AND X, PERMIT ACCESSORY RETAIL USES WITHIN BUILDINGS CC, DD, AND EE, AND TO REVISE CERTAIN PROFFERS OF THE VILLAGE AT LEESBURG, LOCATED AT CROSSTRAIL BOULEVARD AND RUSSELL BRANCH PARKWAY. WHEREAS, application has been filed by Carlyle /Cypress Leesburg I, LLC and Springfield East, LC for a concept plan and proffer amendment to #TLZM- 2008 -0010 for Village at Leesburg, within Landbay B; and WHEREAS, a duly advertised Planning Commission public hearing was held on November 17, 2011; and WHEREAS, at their regular meeting of November 17, 2011 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 December 13, 2011; and WHEREAS, the Council has determined that the Town policy regarding school capital facilities contributions has been satisfied by the construction of off site regional road improvements that exceed the contribution recommended by the Town Plan and which benefit the Town and Loudoun County; 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. -2- A RESOLUTION: APPROVING CONCEPT PLAN AND PROFFER AMENDMENT TLZM 2010 -0003, VILLAGE AT LEESBURG, AMENDING TLZM- 2009 -0008 TO ALLOW AN INCREASE IN DENSITY FOR OFFICE AND RETAIL USES WITHIN LANDBAYS A AND B, TO REVISE THE LAYOUT OF BUILDINGS Q AND X, PERMIT ACCESSORY RETAIL USES WITHIN BUILDINGS CC, DD, AND EE, AND TO REVISE CERTAIN PROFFERS OF THE VILLAGE AT LEESBURG, LOCATED AT CROSSTRAIL BOULEVARD AND RUSSELL BRANCH PARKWAY. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia hereby approves Concept Plan and Proffer Amendment TLZM- 2010 -0003, Village at Leesburg, subject to the proffers last dated December 16, 2011. PASSED this 10th day of January, 2012. t . Urhstattd, Mayor Town of Leesburg �!1 AT S Clerk of Counc 1 P: \Ordinances\2012 \0110 TLZM 2010 -0003 Village at Leesburg 1- 10- 12.doc PROFFER STATEMENT Rezoning # TLZM 2010 -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: December 16, 2011 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 Industrial /Research Park District /I -1) 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 1 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 TLZM 2010 -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 TLZM 2004 -0005 approved November 8, 2005, Rezoning Application TLZM 2008 -0003 approved September 9, 2008, Rezoning Application TLZM 2008 -0010 approved on June 9, 2009, and Rezoning Application TLZM 2009 -0008 approved on April 13, 2010. PROFFERS I. SUBSTANTIAL CONFORMANCE WITH CONCEPT PLAN, USE, AND DEVELOPMENT A. I -1 Industrial/Research Park District. The portion of the Property to be retained in the I -1 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 1 -1 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 and /or 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, 313, 3C, 4, 5, 6, 6A, 7, 7A and 8D of the Concept Plan prepared by Urban, dated December 2010, as revised through October 19, 2011 (hereafter referred to as "Concept Plan "), which is attached hereto and made a part hereof as 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 US-ACTIVE-1 05029696.9 PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16.2011 PA ( "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 and /or building material sales with outdoor storage, mini - warehouse, and warehouse. Any by -right or special exception use that may be added to the use list set forth in Section 6.6.2 of the Zoning Ordinance as the result of a text amendment approved by Town Council pursuant to Section 3.2.1 of the Zoning Ordinance may be developed on the B -4 zoned portion of the Property. Consistent with the Legend and Development Tabulations Table on Sheet 3A of the Concept Plan the following accessory uses set forth in Section 6.6.2 of the Zoning Ordinance may be developed within the offices constructed between East Market Street and Parking Garage D: bank, without drive -in facility; emergency care facility; mailing services; printing and /or publication (copy center); special instruction school (after special exception approval); and the following personal services uses: bicycle repair store; caterer; dry- cleaning and /or laundry pickup station; locksmith shop; musical instrument repair shop; photographer's studio; photostat shop; travel agency; and watch repair shop. Personal services in such offices shall not include nail salons. 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 or have occurred concurrently with approval of TLZM 2004 -0005, TLZM 2008 -0003, TLZM 2008 -0010, TLZM 2009- 0008, and TLZM 2010 -0003. The Concept Plan layouts for special exception uses developed on the Property such as a hotel and theater shall be determined at the time of Town Council approval of such uses. 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 geometries 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 Concept 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. In Land Bay A as illustrated on Sheet 3A of the Concept Plan, with the exception of a hotel or theater and the commercial recreation and /or retail uses located north of such uses in Land Bay A as illustrated on Sheet 3A of the Concept Plan, there shall be no freestanding retail ground floor single tenant retail use in excess of 20,000 gross square feet. The location of all buildings in Landbays A and B, whether they are single use or have retail uses located on the ground floor and residential, hotel, theater, 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, hotel or theater over retail and /or restaurant, residential over office or retail, residential only, and parking deck. The height of buildings constructed on the Property shall not exceed the limits set forth on the Development Tabulations Table on Sheet 3A of the Concept Plan. PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16. 2011 3 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, theater, 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. Building X depicted on Sheet 3A of the Concept Plan will be constructed to include at least 55,440 gross square feet of office 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 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 and /or 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 guidelines in connection with H -2 Overlay District review and approval procedures. D. Community Design. 1. Village Center Main Street and Connecting Private Streets, Dodona Terrace and Classic Path Way. The following design elements will be observed in the development of Land Bays A and B as shown on Sheet 3A: 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. PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 Paae 4 Street trees will be planted along the private street that bisects North "A" Land Bay and South "A" Land Bay (known as "Classic Path Way ") and along the private street that bisects North "A" Land Bay and the adjacent parking deck (known as " Dodona Terrace ") in the approximate locations shown on Sheet 7 of the Concept Plan. The plantings per street section shall substantially conform to the requirements stated on Sheet 7 of the Concept Plan. b. Sidewalks along Main Street, and along both sides of Classic Path Way from its intersection with Dodona Terrace to the westernmost pedestrian entrance of any structure developed on North "A" Land Bay 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 along Main Street and the portions of Dodona Terrace and Classic Path Way described in Proffer I.D.I.b. will incorporate masonry pavers, scored concrete and /or other similar paving materials to establish 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. The portion of the sidewalk illustrated as the "proposed outdoor seating areas" on Sheet 3A of the Concept Plan will incorporate masonry pavers, scored concrete and /or other similar paving materials to establish outdoor seating areas separate from the sidewalk areas. The outdoor seating areas for the restaurant uses illustrated on Sheet 3A of the Concept Plan shall be physically separated from the sidewalk areas during the time of the year such areas are used for outdoor seating to separate restaurant functions from pedestrian access. 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. PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16. 2011 5 2. Main Street and Classic Path Way Uses and Character. The Concept Plan illustrates the relationship of the Main Street and Classic Path Way retail (or office) to the residential or office uses above, the location of buildings in relation to abutting private streets, 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 fagade materials for all buildings built on Land Bays A and B as shown on Sheet 3A of the Concept Plan shall include any one or a combination of the following materials: brick, masonry, synthetic stucco, cementatious horizontal plank, cultured stone, architectural concrete, glass and ornamental 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 and /or 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. 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 and /or storefronts facing the Main Street and Classic Path Way 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. 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 and /or 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 PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 Page 6 which will be indicated at the time of site plan approval for portions of the Property developed with such other residential and nonresidential structures. j. The form and location of any structure constructed along Classic Path Way shall be oriented towards Classic Path Way in a manner that substantially conforms with the orientation of structures constructed along Main Street. k. The vehicular entrance from Classic Path Way to North "A" Land Bay as shown on Sheet 3A of the Concept Plan may be shifted, but at least two vehicular entrances shall be provided to North "A" Land Bay. The freestanding dumpster enclosure illustrated on North "A" Land Bay as shown on Sheet 3A of the Concept Plan shall be sufficiently large to accommodate refuse and recyclable material generated by any use developed on the North "A" Land Bay. M. With the exception of the commercial recreation use described above in Proffer I.C.I., the by -right uses developed within North "A" Land Bay as shown on Sheet 3A of the Concept Plan shall be located to frame Classic Path Way and Dodona Terrace in accordance with the following guidelines: (i) A minimum setback of the twelve feet where a building fronts a private street shall be provided to accommodate the established streetscape pattern; (ii) The maximum setback for buildings located adjacent to Classic Path Way or Dodona Terrace shall be no more than 25 feet. (iii) Any front elevation shall be a primary fagade in accordance with the Village Center Design Guidelines. Any exterior wall facing Dodona Terrace and Classic Path Way should be at a minimum a primary facade in accordance with those guidelines. Any exterior wall elevation facing Route 7 shall be at a minimum a type 2 primary fagade in accordance with those guidelines. (iv) A building shall be located adjacent to the intersection of Classic Path Way and Dodona Terrace consistent with the setbacks described above and shall be constructed at a scale that is consistent with structures located across Dodona Terrace and Classic Path Way from the North "A" Land Bay. (v) A strip- center style of building layout, locating the building(s) along the western and northern boundary of the development area is prohibited. (vi) Maximum building facades without interruptions shall be no longer than two hundred feet; (vii) Multiple buildings are permitted and should relate to one another. PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 Page 7 n. The site plan for North "A" Land Bay shall incorporate vehicle circulation elements that include access from Dodona Terrace and Classic Path Way and shall encourage on- street parking opportunities along Classic Path Way east of the site entrance shown on Concept Plan Sheet 3A. o. In the event more than one building is constructed in North "A" Land Bay, pedestrian linkages between buildings shall be provided that incorporate a concrete surface, a separation from parking and loading spaces that will be at least six feet, and a landscaping element that compliments a pedestrian environment. P. Parking spaces are encouraged within the North "A" Land Bay along Classic Path Way east of the site entrance shown on Concept Plan Sheet 3A and along Dodona Terrace. Any parking spaces located in the above - described portion of North "A" Land Bay shall be buffered by at least a six foot wide landscaped area that shall include trees and shrubs. Parking areas within North "A" Land Bay shall accommodate no more than twenty contiguous spaces and shall be separated by islands suitable for planting trees. Best efforts shall be made to designate a single loading space area to serve the North "A" Land Bay as shown on Sheet 3A of the Concept Plan. q. Unless integrated within the structural design of a building, dumpster enclosures shall not be constructed adjacent to Classic Path Way or Dodona Terrace. All dumpster enclosures constructed within North "A" Land Bay shall utilize masonry construction, shall be no less than six feet tall, and shall be buffered with landscaping along any external wall. 3. Building Heights. 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 fagade of Parking Deck D described below in Paragraph I.D.5.a. will not exceed thirty -five (35) feet. 4. Pedestrian Crossing of Russell Branch Parkway. The following specific design elements illustrated on the Concept Plan are proffered by the Applicant: 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. PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 8 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 Parking 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 facade 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 facade, 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 facade (e.g. brick, aggregate or other finish) that is complimentary to the adjacent buildings. 6. Reverse Frontage 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 corner with visually opaque board -on -board fence in between each pier. 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 Buffer for Residential Structures Abutting 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 (i.e., owner) shall be PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16. 2011 Pace 9 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 #CPAP2005 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 of the 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 and /or VDOT depending upon maintenance responsibility of the new roads; and shall open such roads to traffic: 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 #CPAP20050045) 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. PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16.2011 10 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 ii. 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 B and 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. 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. PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 11 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 #CPAP20050045). Notwithstanding the typical cross section on Sheet 6 for Crosstrail Boulevard, the Applicant will build a six -foot wide sidewalk along the 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 on receipt 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 within the adjacent residential building and will include, PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16. 2011 12 at a minimum, a fitness center, business center, media room and entertainment /social area that will collectively 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 structure immediately to its south and will include, at a minimum, a fitness center, business center, media room and entertainment /social area that will collectively be at least 4,500 square feet, as well as an outdoor pool and social area and outdoor game area and will collectively 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 9.3.12.E. of the Town Zoning Ordinance. All of these outdoor recreational amenities such as parks, open space, trails, bocce court, 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 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 Housing. 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. 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 is 55 years of age or PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16.2011 Page 13 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. 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 I1. 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 TLZM 2010 -0003 December 16.2011 14 4. The Active Adult community will be for independent living only; no assisted living units or services will be included. III. SEQUENCING OF CONSTRUCTION Once construction of the interchange described in Proffer I.E.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. However, no occupancy permits shall be issued for any completed structure on the Property until the transportation improvements related to such development 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 described in Proffer I.E., all uses described on Sheet 3A of 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 facade 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 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 PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16.2011 Paee 15 construct all lighting on Property to 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, 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. LANDSCAPING /BUFFERS/WETLANDS A. Along the portion of the Property that abuts Route 7, there shall be buffer yards planted with screening materials as illustrated on Sheet 7 of the Concept Plan or on the plan attached hereto and incorporated herein by reference entitled "Route 7 Landscape Buffer — Final Development Plan Revision," prepared by Hord, Coplan and Macht, dated Tune 2, 2009, 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. December 16. 2011 PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 VIII. SOUND ABATEMENT 16 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 FHWA. 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 I.E.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 fayade 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 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. 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. ANNEXATION AREA DEVELOPMENT POLICIES AND CAPITAL FACILITY PAYMENTS Construction of the regional transportation improvements described in Proffer I.E.2.a. satisfies Town Resolution 2005 -111 for all residential units on the Property. The Applicant agrees to pay up to 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 PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 17 under the Annexation Agreement. One Million One Hundred Fourteen Thousand Eight Hundred Sixteen and 35/100 Dollars ($1,114,816.35) has been paid for the 335 dwellings constructed in Land Bays A and B as depicted on the Concept Plan. Three Thousand Three Hundred Twenty -Seven and 81/100 Dollars ($3,327.81) will be paid for each additional dwelling unit constructed on Land Bay C of the Property. The above payments have been made and will be made at the time of issuance of a zoning permit for each residential unit constructed on the Property. Said contributions shall be made to the Town if the AADPs are no longer applicable or if the Town has met its obligations under the AADPs. 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. H -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 the Village Center Design Guidelines, as amended, to the Board of Architectural Review ( "BAR ") for review and approval. Prior to site plan approval for the North "A" Land Bay as shown on Concept Plan Sheet 3A, the Village Center Design Guidelines shall be revised to indicate the building typologies set forth on Sheet 3A of the Concept Plan, XIV. FIBER 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 -1 zoned portion of the Property, including the market and economic feasibility of PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 18 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 submission of any final site plan or record plat for development of permitted or special exception uses on the I -1 portion of the Property. XVI. MISCELLANEOUS Should any provision or portion of these Proffers be declared by any Virginia or federal court of competent jurisdiction to be invalid, the same shall not affect the validity of these Proffers as a whole, or any part thereof, other than that which is so declared to be invalid. 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 Applicant agrees to indemnify the Town for reasonable attorney fees, expenses and court costs incurred by the Town in defending any action by Loudoun County to challenge approval of TLZM 2010 -0003 that is timely filed pursuant to Section 15.2 -2285F of the Code of Virginia. In the event an action filed by Loudoun County or the Loudoun County School Board to challenge approval of TLZM 2010 -0003 results in a final unappealable judgment against the Town requiring capital facility payments pursuant to Town Resolution 2005 -111 for the 335 dwelling units developed in Land Bays A and B of the Property, the Applicant agrees to indemnify the Town for payment of a judgment in an amount not to exceed Two Million Six Hundred Sixteen Thousand Fifteen and 00 /100 Dollars ($2,616,015.00) (335 dwelling units x $7,809). The term 'DEDICATION" 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 "easement" 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. December 16, 2011 PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 OWNER: 19 CARLYLE /CYPRESS LEESBURG I, LLC cariyie/Gypress KeWu ,, 0- r ear: HwMa• MC � plrrd+e By: COMMONWEALTH OF L:4 i s COUNTY OF • to -wit: i3rLIf�,J 1�- �l'(2aZD Before the undersigned, a Notary Public in and for the aforementioned jurisdiction, personally appeared - as Agent of Carlyle /Cypress Leesburg I, LLC, who acknowledged that he executed the foregoing Proffers with the full power and authority to do so. IN WITNESS WHEREOF, I have affixed my hand and seal this CE;* day of __ ft U , 20 I7— N tary Public "" t RENETTA LEE GILL My Commission Expires October 11, 2015 4 J,� Oi �E� PROFFER STATEMENT Village at Leesburg TLZM 2010 -0003 December 16, 2011 Page 20 OWNER: SPRIN STA4&COMMONWEALTH OF V 1 r6 VWk 0L r- £-ff-YtCOUNTY OF to -wit: Before the undersigned, a Notary Public in and for the aforementioned jurisdiction, personally appeared Robert C. Kettler, as Manager of Springfield East, LC, who acknowledged that he executed the foregoing Proffers with the full power and authority to do so. IN WITNESS WHEREOF, I have affixed my hand and seal this 6t" day of January, 2012. (�AA&,� Notary Public My commission expires: ' & 31 aU 3 Notary registration number: Z Michele Hunt Conway commonwealth of Virginia Notary Public Commission No. 7294800 My Cor mission Expires 12/3112013