HomeMy Public PortalAbout2016_02_08_O002 TLZM 2015-0009 Village at Leesburg Child Care Center The Town of
Leesburg,
Virginia PRESENTED: February 9, 2016
ORDINANCE NO. 2016-0-002 ADOPTED: February 9, 2016
AN ORDINANCE: APPROVING CONCEPT PLAN AND PROFFER AMENDMENT
TLZM 2015-0009, VILLAGE AT LEESBURG CHILD CARE CENTER,
AMENDING TLZM-2014-0006 TO ALLOW A 4,480 SQUARE FOOT
CHILD CARE CENTER IN A PORTION OF BUILDING M IN LAND
BAY B.
WHEREAS, application has been filed by Carlyle/Cypress Leesburg I, LLC for a concept
plan and proffer amendment to allow a child care center within a portion of Building M in Land
Bay B of TLZM-2014-0006 as shown on the Land Use Map on Sheet 3A of the Village at
Leesburg Concept Plan Amendment; and
WHEREAS, a duly advertised Planning Commission public hearing was held on
December 3, 2015; and
WHEREAS, at their regular meeting of December 3, 2015 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 February 9, 2016; and
WHEREAS, staff recommended 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:
SECTION 1. The Rezoning Concept Plan and Proffer Amendment TLZM-2015-0009,
Village at Leesburg Child Care Center, is approved subject to the proffers last dated November
30, 2015; and
-2-
A RESOLUTION: APPROVING CONCEPT PLAN AND PROFFER AMENDMENT
TLZM 2015-0009, VILLAGE AT LEESBURG CHILD CARE CENTER,
AMENDING TLZM-2014-0006 TO ALLOW A 4,480 SQUARE FOOT
CHILD CARE CENTER IN A PORTION OF BUILDING M IN LAND
BAY B.
SECTION 2. The property shall be developed in substantial conformance with the
concept development plan prepared by Urban, Ltd., dated May 2015 and last revised
on December 2, 2015; and
SECTION 3. Severability: If a court of competent jurisdiction declares any provision of
this ordinance invalid, the decision shall not affect the validity of the ordinance as a whole or any
remaining provisions of this ordinance; and
SECTION 4. This ordinance shall be in effect upon its passage.
PASSED this 9th day of February,2016.
Oji
David S. Butler, Mayor
Town of Leesburg
• T,
Clerk of s . 110
P:\Ordinances\2016\0209 TLZM 2015-0009 Village at Leesburg Child Care Center.doc
PROFFER STATEMENT
Concept Plan Amendment TLZM-2015-0009, Village at Leesburg
Record Owner: Carlyle/Cypress Leesburg I, LLC
Property: MCPI #'s 149-28-0023 and 149-28-0225
57.20 acres
Date: November 30, 2015
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 (the "Applicant"), the owner of 57.20 acres of real property
described as Loudoun County MCPI Numbers: 149-28-0023 and 149-28-0225 (hereinafter
collectively called the "Property"), which is more particularly described on Sheet 1 of the Concept
Plan described below, hereby proffers on behalf of itself and its successors and assigns, that if the
Leesburg Town Council approves TLZM 2015-0009, 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, Rezoning Application TLZM 2009-0008 approved on April 13, 2010,
Rezoning Application TLZM 2010-0003, approved January 10, 2012 and Rezoning Application
TLZM 2014-0006, approved on October 28, 2014.
PROFFERS
I. SUBSTANTIAL CONFORMANCE WITH CONCEPT PLAN, USE, AND DEVELOPMENT
A. Substantial Conformance. Development of the Property will be in substantial conformance
with Sheets 1, 3, 3A, 3B, 3C, 3D, 4, 5, 6, 6A, 7, 7A and 8D of the Concept Plan prepared by Urban,
dated May 2015, as revised through November 30, 2015 (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
("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 Land Bays A and
B of the Property in locations indicated on the Land Use Map and Legend on Sheet 3A of the Concept
Plan 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 or as the result of approval of a special exception pursuant to
Section 8.5.3 of the Zoning Ordinance may be developed on the Property in locations indicated on the
Land Use Map and Legend on Sheet 3A of the Concept Plan. 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
USACTIVE-122113575.7-MABANZHA
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 2
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, TLZM 2010-0003 and TLZM 2014-0006. 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.
B. Construction and Location of Concept Plan Elements. The following guidelines will guide
development of the Property:
1. Subject to I.A. and B.2. herein, ground floor retail/restaurant 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/restaurant 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/restaurant ground floor single tenant retail/restaurant 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/restaurant
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/restaurant only, office only or office over retail/restaurant, hotel or
theater over retail/restaurant, residential over office or retail/restaurant, 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. The Village Center Land Use Map
and Legend depicted on Sheet 3A of the Concept Plan will govern the location of retail/restaurant,
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
(hereinafter "Building M"), which shall be developed with first floor office, child care or
retail/restaurant uses and upper floor residential uses. Any child care uses developed in Building M
shall utilize the ADA Accessible Pathway illustrated on Sheet 4 of the Concept Plan, shall limit access
to the west side of Building M to the location shown on Sheet 4 of the Concept Plan, and shall
preclude access from Building M to the child care use in the location shown on Sheet 4 of the Concept
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 3
Plan. Prior to issuance of an occupancy permit for a child care use in Building M, the Applicant will
submit to the Town Zoning Administrator an arrival and departure procedure that will be given to
parents of children attending the child care facility. The arrival and departure procedure shall identify
the area and process of loading and unloading children at the access shown on Sheet 4 of the Concept
Plan and identify two handicapped and five off-street parking spaces reserved for child care parking.
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/restaurant 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.
C. 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:
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 4
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.
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.C.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
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 5
areas and lighting and may also include ornamental trees, potted plants and
bollards, as appropriate.
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/restaurant (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 façade 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/restaurant 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/restaurant uses shall be a maximum of
40% glass. Street facing facades of office uses located above retail/restaurant
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/restaurant 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/restaurant and office uses will be provided at the rear of
the retail/restaurant buildings, accessed from the service road located between
the parking garage(s) and the retail/restaurant buildings.
i. Access to the residential units above the street-level retail/restaurant (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
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 6
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 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.
1. 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.1., 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 facade 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 façade
in accordance with those guidelines. Any exterior wall elevation facing
Route 7 shall be at a minimum a type 2 primary façade 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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 7
(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.
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/restaurant uses in Land Bay B, the height limit for the retail/restaurant uses in Land Bay B will
not exceed 45 feet. The height limit for the townhouse office buildings along the northern façade of
Parking Deck D described below in Paragraph I.C.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:
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 8
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 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 façade 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 façade, 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 façade (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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
T LZM-2015-0009
November 30,2015 Page 9
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
formed to oversee the on-going management and maintenance of the common areas of the Property,
including landscaping and maintenance of such common areas.
D. 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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 10
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
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
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 11
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 #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
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 12
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.
E. 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,
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. 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. 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.
F. 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. SEQUENCING OF CONSTRUCTION
Once construction of the interchange described in Proffer I.D.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
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 13
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.D., all uses described on
Sheet 3A of the Concept Plan may be constructed on the Property.
III. 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 façade 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.
IV. 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 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.
V. 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
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 14
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 X. 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.
VI. 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 June 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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 15
VII. 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 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.D.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 facade similar in appearance to the abutments and wing walls of the interchange, referred to in
Proffer III. 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.
VIII. 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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 16
IX. ANNEXATION AREA DEVELOPMENT POLICIES
AND CAPITAL FACILITY PAYMENTS
Construction of the regional transportation improvements described in Proffer I.D.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
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.
X. 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.
XI. FIRE ALARM AND SPRINKLERS
All buildings on the Property shall include automatic sprinklers, designed and installed to
applicable building code standards.
XII. 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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 17
XIII. 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.
XIV. 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
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.
XV. 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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
T LZM-2015-0009
November 30,2015 Page 18
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.
PROFFER STATEMENT
Village at Leesburg
Concept Plan Amendment
TLZM-2015-0009
November 30,2015 Page 19
OWNER:
CARLYLE/CYPRESS LEESBURG I, LLC
411.
40011
DISTRICT OF COLUMBIA; to-wit:
Before the undersigned, a Notary Public in and for the aforementioned jurisdiction, personally
appeared .3 riff f 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.
ti
IN WITNESS WHEREOF, I have affixed my hand and seal this I day of
� r`� zt�►t a .�( , 2016.
1L tL �
Notary Pblic
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7