HomeMy Public PortalAboutTLZM-2020-0003 Leesburg Premium OutletsDate of Meeting: September 3, 2020
Town of Leesburg
PLANNING COMMISSION PUBLIC HEARING
Subject: TLZM-2020-0003, Leesburg Corner Premium Outlet Mall
Staff Contact: Scott E. Parker, AICP, Senior Planning Project Manager
Applicant: Jim Gonzalez
Premium Outlet Partners
241 Fort Evans Road
Leesburg, VA 20176
Applicant’s
Representative: (same as applicant)
Jim.gonzales@simon.com
(703) 737-3077
Proposal: Concept Plan and Proffer Amendment (rezoning) to allow an additional 6,000 square
feet of retail uses at the Leesburg Corner Premium Outlet Mall in the form of internal kiosks,
Request also includes the allowance of some retail uses currently prohibited by proffers, but
allowable under the existing B-3 Zoning.
Planning Commission Critical Action Date: December 3, 2020
Recommendations: Staff recommends approval.
Acceptance Date: April 16, 2020
Acceptance Modifications/Waivers: Four (4) granted.
a. Fiscal Impact Analysis: TLZO Sec. 3.3.6.J requires that a fiscal impact analysis
that demonstrates the long term fiscal benefits and costs to the Town be provided
for the proposal. A waiver from this requirement was granted on the basis that this
small square footage increase in retail uses will have a positive, albeit negligible,
impact on the 500,607 square-foot Leesburg Premium Outlet Mall. The increase
in retail use represents a 1.2 percent increase to the overall allowable square
footage of the site.
b. Archeological Information: TLZO Section 3.3.6.M requires that an
archaeological study be provided, and further that a letter from the State Historic
Preservation Office (SHPO) concurring with the evaluations of the study be
submitted at the time of application acceptance. A waiver from this requirement
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was granted on the basis that this application proposes uses on a site that is fully
developed, with no excavation or grading proposed.
c. Traffic Impact Analysis: TLZO Section 3.3.3.G requires that a Traffic Impact
Analysis be submitted with an application for rezoning. The request was granted
based on the negligible impact of a 6,000 square foot increase in retail uses on the
existing roads serving this major retail site. The Applicant has provided a Traffic
Impact Statement for the project for consideration by the Traffic Engineer.
d. Preliminary Conceptual Grading Plan: TLZO Sec. 3.3.K requires a
Preliminary Grading Plan for the application. A waiver request from this
requirement was granted on the basis that there is no grading or significant site
work associated with this proposal.
Web Link: All application documents are available on LIAM (Leesburg Interactive
Applications Map) via this link: www.leesburgva.gov/LIAM and can be accessed directly
through:
https://www.leesburgva.gov/Home/Components/FacilityDirectory/FacilityDirectory/370/2362?b
acklist=%2fdepartments%2fplanning-zoning%2fcurrent-planning-zoning-projects%2fliam-
interactive-applications-map
STAFF REPORT TABLE OF CONTENTS
Suggested Motions ………………………………………………………… 4
I. Application Summary ………………..……………………………... 4
II. Current Site Conditions……………………………………………. 6
III. Zoning History…………………………………………………….. 7
IV. Uses on Adjacent Properties ……………………………………... 8
V. Staff Analysis ..……………………………………………………... 8
1. Review Timeline Summary .……………………………………. 9
2. Town Plan Compliance…………………………........................ 9
3. Transportation ………………………………………………….. 11
4. Proffers ………………………………………………………….. 11
5. Site Design ………………………………………………………... 11
6. Parking …………………………………………………………… 12
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7. Resolved Issues and Other Outstanding Issues ……………… 12
VI. Rezoning Approval Criteria Analysis …………………………... 12
VII. Staff Findings and Suggested Revisions …………………….……. 13
VII. Attachment List .…………………………………………………. 13
Figure 1. Vicinity Map
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Table 1. Property Information
Address: 241 Ft. Evans Rd Existing and Proposed
Zoning:
B-3/Gateway Overlay
(proffered H-2
Overlay)
PIN# 189-49-6489 Proposed Density: 0.22 Floor/ Area
Ratio (FAR)
Acreage: 54.14 acres Planned Land Use: Regional Retail
Suggested Motions:
Approval
I move that rezoning application TLZM-2020-0003, Leesburg Corner Premium Outlet Mall, be
forwarded to the Town Council with a recommendation of approval on the basis that the
rezoning meets the Approval Criteria of TLZO Section 3.3.15, and the proposal will serve the
public necessity, convenience, general welfare and good planning practice.
- Or –
Work Session
I move that Rezoning application TLZM-2020-0003, Leesburg Corner Premium Outlet Mall, be
scheduled for a work session on _____________________, 2020 to address the following
unresolved issues with the application as identified by th e
Commission___________________________.
- Or -
Denial
I move that Rezoning application TLZM-2020-0003, Leesburg Corner Premium Outlet Mall, be
forwarded to the Town Council with a recommendation of denial on the basis that the Approval
Criteria of Zoning Ordinance Section 3.3.15 have not been satisfied due to the following reasons
____________________________________.
Alternate
I move an alternate motion _____________________.
_____________________________________________________________________________
I. APPLICATION SUMMARY: The subject property is comprised of 54.14 acres and is
zoned B-3, Community Retail/Commercial District. The Leesburg Corner Premium Outlet
Mall is approved for 500,671 square feet and has reached that limit. Leesburg Corner
Premium Outlet Mall (Simon Properties), is requesting approval of a rezoning application to:
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1. Allow for an increase of 6,000 square feet of retail in the form of retail kiosks
internal to the site. There are currently four (4) existing kiosks on the site, and the
applicant states that the potential exists for the addition of approximately six (6) more.
This application, in part, addresses a zoning issue related to the four existing kiosks that
will be explained later in the report.
The Town does not have a
definition of a retail kiosk,
but within the applicant’s
Statement, they have
indicated through their
retail experience, that a
conservative estimate is
that a kiosk is Between 50
and 200 square feet,
including standing area
around the kiosk.
Therefore, they have
indicated each kiosk at 600
square feet, allowing for up
to 10 on the site (four exist
currently). The applicant
has not indicated the
locations on the Concept Plan, requesting flexibility on their siting as appropriate to the
internal workings of the site within the courtyard areas.
2. The applicant has submitted an amended “Paragraph 1 of the Leesburg Corner Proffers”
as part of the application (Attachment 2). The modification to this paragraph, which lists
use allowances and restrictions within the existing development, strikes through some
uses currently not permitted on the property per proffer, but allowable under the existing
B-3 zoning. Uses currently not permitted under the existing proffers, but being requested
for inclusion as permitted are:
• Second hand store
• Arts and crafts studio or store
• Barber shop and beauty shop
• Dressmaker shop
• Photographer’s studio
• Tailor Shop
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It should be noted that all of these uses are by-right under current B-3 zoning and do not
require a special exception request, nor will they in the future if approved with this
application. The Applicant’s Statement justifies the request in terms of the changing state
of the retail industry as well as maintaining consistency with trends in the outlet shopping
industry.
II. CURRENT SITE CONDITIONS: The Subject Property consists of 54.14 acres of land that
is fully developed with retail uses along road frontages of Fort Evans Road, Potomac Station
Drive, Route 15 Bypass, and a small section of Route 7. Figure 2 above shows conditions on
the Subject Property. Major arterial roadways provide the frontage on two sides of the
property. Fort Evans Road and Potomac Station Drive provide the other two road frontages,
with primary access to the site provided from Fort Evans Road.
The land uses adjacent to the subject property on the major arterial frontages of Route 7 and
the Route 15 bypass are of a business or industrial nature. On the Fort Evans Road frontage,
Figure 2: Aerial
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regional retail similar in nature to the uses of the subject property exists. On the small
frontage of Potomac Station Drive, there is an area of R-16, (Planned Housing Development
District) zoning that is developed with multi-family residential. Directly abutting the subject
site on the eastern property boundary is an R-1 (Single-Family Residential) zoned parcel and
a smaller R-2 (Single-Family Residential), zoned parcel. Both of these parcels are vacant.
III. ZONING HISTORY: On March 11, 1997 the Town Council approved a rezoning
application (TLZM-1996-0150) and special exception (TLSE-1996-0005) to allow
development of the site for an outlet mall and free-standing restaurant and bank pads. The
proffers specified a limit of 500,000 square feet and included “eating establishment without
drive-in facility” as one of the permitted uses. The site was partially in the H-2, Historic
Corridor Architectural Control Overlay District but the entire site was proffered into this
overlay district as part of TLZM-1996-0150.
In June of 2014, the Town Council approved TLZM-2013-0004 and TLSE-2013-0010,
Panera Bread, to allow an increase of retail square footage by 671 square feet, and to allow a
Figure 3: Zoning
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drive-through for the existing restaurant, bringing the current allowable total for retail
allowed on the Leesburg Corner Premium Outlet Mall site to 500,671 square feet.
It should be noted that the first part of this application request, a 6,000 square foot increase
in retail in the form of retail kiosks, was originally initiated by a zoning compliance issue
regarding the kiosks, of which four have existed for several years on the site. Since they
were not contemplated at the time of approval in 1996, nor subsequently approved with the
Panera rezoning in 2014, a request for a Zoning Permit for a business in one of the kiosks
indicated that they did not have approval via the Concept Plan and would exceed the
500,671 square foot proffered retail maximum.
Therefore, the intent of this part of the application is to bring the site into zoning
compliance, and request approximately 6,000 square feet of additional retail, which includes
the existing four (4) kiosks, with the potential for up to six (6) additional.
IV. USES ON ADJACENT PROPERTIES:
Table 3. Adjacent Land Uses
Direction Existing Zoning Current Use Town Plan Land
Use Designation
North B-3 Retail Regional retail
South B-3
I-1
Retail/Office
Light Industrial
Regional Office
Technology Employment
East
R-1
R-2
R-16
Vacant
Vacant
Multi-Family
Community Office
Community Office
Medium Residential
West
R-6
CDD
B-2
O-1
Multi-Family
Multi Family
Retail
Office
Downtown
V. STAFF ANALYSIS OF THE REZONING: As stated previously in this report, the
rezoning request was originally initiated by the presence of four (4) freestanding retail kiosks
that were not approved with the original application in 1996, nor the subsequent approval for
the Panera Bread Drive thru. The applicant has expanded the request beyond the mitigation
of the zoning issue to request an overall increase of retail square footage in the form of
kiosks of up to 6,000 square feet.
This square footage would include the four (4) kiosks that currently exist on the site, and,
with the current parameters of approximately 600 square feet per kiosk discussed above,
potentially allow for up to six (6) additional kiosks. These kiosks would be internal to the
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retail section of the property, in between the two strips of retail that face one another and the
central courtyard.
The application also includes a request to allow B-3 uses on the site that are currently
prohibited by the existing proffers. These include, as referenced above:
• Second hand store
• Arts and crafts studio or store
• Barber shop and beauty shop
• Dressmaker shop
• Photographer’s studio
• Tailor shop
Staff has analyzed the request for overall impact to traffic, the site, and surrounding
development, and has determined that both requests will not have any detrimental impacts,
with Staff concurring with the applicant that the addition of the kiosks and expanded uses
will help the Leesburg Corner Premium Outlet Mall to compete in an evolving and rapidly
changing retail shopping environment.
This application is subject to the general rezoning approval criteria of TLZO Sec. 3.3.15.
These standards are discussed in Section VI below.
1. Review Timeline Summary: This application was formally accepted for review on April
4, 2020 and staff received all necessary documents and fees for review on April 16, 2020.
Staff had the first submittal of application under review for a period of 60 days followed
by an applicant revision period of 65 days. The applicant’s 2nd submission received on
August 14, 2020 is the current submittal being forwarded to the Planning Commission for
consideration.
2. Town Plan Compliance: TLZO Section 3.3.8 requires an assessment of whether or not
the proposed rezoning is consistent with the applicable provisions of the Town Plan and
states that “inconsistency with the Town Plan may be one reason for denial of an
application.” Further, TLZO Section 3.3.15 includes five approval criteria, including
consistency with the Town Plan that should be used in considering a rezoning
application. The following sections address compliance with key elements of the Plan.
A. Land Use: The site is located in the Northeast Planning Area and the Town Plan
Planned Land Use Policy Map further designates the subject property as “Regional
Retail” (Town Plan p. 6-16).
There are no specific area objective policies for this parcel. The property is
designated as Regional Retail within the current Town Plan, and is referenced within
the recently adopted Eastern Gateway District Small Area Plan (EGD) as Mixed-Use
Neighborhood. Although designated as Mixed-Use Neighborhood, the EGD also
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refers to this specific parcel as existing Regional Retail, acknowledging the continued
use of the Leesburg Corner Premium Outlet Mall as destination oriented regional
retail, with the ability to redevelop in the future.
Objective 1 of the Northeast Planning Area (Town Plan, p. 6-16) states: “Do not
increase land designated for Regional Retail. Existing uses can be expanded or
updated if the land area is not increased.” This application is for the inclusion of retail
kiosks of approximately 6,000 total square feet that are internal to the site, with four
having been in existence on the site since 2005. The proposal fits within this objective
because the kiosks that are the subject of the application are internal to the site,
slightly expand the existing retail presence, and are located on the same parcel
without expanding the overall B-3 area.
B. Economic Development – Maintain Employment Designated Lands: A major
land use theme of the Town Plan is the need to “maintain supply of land for high
wage employment” (TP p. 6-5). The proposed rezoning will help position the
Leesburg Corner Premium Outlet Mall to compete in a retail environment that is
evolving at a rapid pace based on a variety of factors. This application forwards Town
Figure 4: Planned Land Use
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Plan economic policies seeking to maintain high-wage and high tax revenue
generating uses and policies that seek to limit the loss of employment land. Staff
notes that the viability of the subject property as a regional retail draw is very
important to the tax base of Leesburg.
Town Plan Compliance Summary:
Considering the applicable Town Plan policies, staff believes that the proposed use of the
Subject Property for the addition of 6,000 square feet of additional retail kiosks
(including the existing four) and the amended retail uses is reasonable with a negligible
impact given existing conditions in the area and the challenges in a rapidly evolving retail
market. Staff finds this proposal to have no negative impacts while providing flexibility
for the use of the property as a major tax generating retail destination.
3. Transportation: Since its inception, the Leesburg Corner Premium Outlet Mall has
historically been a destination for regional retail shopping. It has, at times, presented
transportation challenges in the form of traffic congestion in the vicinity; particularly
around major shopping events, such as Black Friday, but also on weekends and other
events, such as the week before back to school.
The applicant submitted a Traffic Impact Analysis, and it has been determined by the
Traffic Engineer that the proposal, which represents an increase of approximately 1.2
percent of the currently allowable retail square footage on the site, will have no impact on
existing traffic generated by the existing and proposed uses, whether internal to the site or
on the roads surrounding.
4. Proffers: The revised proffers for this application (Attachment 3) are limited to the
specifics of the application, which is to allow an additional 6,000 square feet of retail
uses in the form of kiosks internal to the site, as well as the addition of some uses
currently prohibited by the proffers, but allowable under the existing B-3 zoning. All
other aspects of the proffers associated with the original rezoning (TLZM-1996-0150 and
TLZM-2013-0004) remain in effect, and is noted within the applicant’s current proffers.
5. Site Design: The applicant has requested that the 6,000 square feet associated with the
kiosks be allowed to be flexible, since they are internal to the site, and, based on use and
specific location, may require flexibility in their siting, with the potential to move them
every so often, based on conditions. They will generally be located within the corridor of
retail buildings that face one another, and in central courtyard areas near the main
entrances.
Since they are internal to the site, and of a freestanding nature, staff has allowed specific
locations of the kiosks to not be shown on the concept plan. All businesses associated
with the kiosks will require a Zoning Permit and a Certificate of Appropriateness from
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the Board of Architectural Review, and site locations will be required to be indicated at
that time.
6. Parking: The Leesburg Premium Outlet Mall exceeds its required number of parking
spaces, and has capacity to accommodate the additional 6,000 square feet of parking
associated with the request.
7. Resolved Issues and Other Outstanding Issues: The proposed application meets the all
of the requirements of the B-3 District. There were no issues related to the application
other than to have this application address and rectify the zoning compliance issue of the
placement of the four existing kiosks on the site. Through the review, the applicant was
asked to make changes to the Concept Plan to indicate the various square footages
approved through prior requests, and has done so with this submittal.
Regarding the proffers, staff had requested some amendments to the proffers which
mostly related to approvable form (signature block, etc), and the applicant has done so as
indicated in Attachment 3.
VI. REZONING APPROVAL CRITERIA ANALYSIS: Zoning Ordinance Section 3.3.15
establishes the following criteria for the Planning Commission and Town Council to use, in
addition to other reasonable considerations, in making their decision regarding approval or
disapproval of a zoning map amendment application. Listed below are the specific criteria
with staff response.
A. “Consistency with the Town Plan, including but not limited to the Land Use
Compatibility policies.”
Staff Analysis: As discussed earlier in this report, the proposed rezoning complies with
the Planned Land Use and Economic Development Policies of the Town Plan, thus
complying with Town Plan goals related to land use compatibility.
B. “Consistency with any binding agreements with Loudoun County, as amended,
or any regional planning issues, as applicable.”
Staff Analysis: The Applicant has stated there are no binding agreements with the County
of Loudoun, nor are there any regional planning issues.
C. “Mitigation of traffic impacts, including adequate accommodation of
anticipated motor vehicle traffic volumes and emergency access.”
Staff Analysis: Staff has determined that the addition of 6,000 square feet of retail (an
increase of 1.2 percent) to the existing 500,651 square feet) and the addition of uses
outlined above would have a negligible impact on the overall traffic generated by the
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mall, and can be accommodated. The applicant has stated that they are always monitoring
and addressing traffic on and around the site and will continue to do so. No traffic
mitigation related to appendix B of the Town Plan is recommended.
D. “Compatibility with surrounding neighborhood and uses.”
Staff Analysis: The negligible increase of currently existing retail uses, relegated to
internal operations of the site does not present compatibility issues with the surrounding
area.
E. “Provision of adequate public facilities.”
Staff Analysis: The proposed rezoning would have no impact on public facilities and all
existing facilities have sufficient capacity to accommodate the proposal. The application
does not include proffers or cash contributions for facilities such as schools, fire and
rescue services, and recreational facilities since there are no demonstrated significant
increased impacts.
VII. STAFF FINDINGS: Based on the information above, Staff supports the rezoning
application. The rezoning application complies with the Town Plan in regard to land use
compatibility and economic goals. Staff believes that the correction of the underlying
zoning compliance issue related to the four (4) existing kiosks, the formal addition of 6,000
square feet of additional retail uses through the proffers (which will include the square
footage of the four existing kiosks and the addition of approximately six more over time),
as well as the expanded retail uses, will help the Leesburg Corner Premium Outlet Mall
maintain its viability in a rapidly evolving and competitive retail environment.
The Leesburg Premium Outlet Mall is a signature development in the Town, representing a
large regional draw and significant tax base, and Staff finds that the benefits of approving
the application will have no negative impacts to the surrounding community. Therefore,
Staff finds:
A. The proposal is in general conformance with the policies of the Town Plan; and
B. The approval criteria of TLZO Sec. 3.3.15 have been satisfied; and
C. The proposal would serve the public necessity, convenience, general welfare
and good zoning practice.
VIII. ATTACHMENTS:
1. Concept Development Plan (original), as revised through August 24, 2020 for this
application
2. Applicant’s Statement of Justification, last revised August 24, 2020
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3. Amended Proffers, last revised August 12, 2020
671 SF RETAIL - PANERA “per TLZM 2013-0004”
6,000 SF RETAIL - KIOSK INTERNALLY LOCATED “per TLZM 2013-0003”
506,671 SF TOTAL RETAIL
* The noted changes on this plan reflect only those changes approved through TLZM-2020-0003, and do not alter or represent work of previous approv-als. All other aspects of the original approval remain in effect.
Leesburg Premium Outlets
Statement of Justification
1. Introduction.
Premium Outlet Partners, L.P. (“Applicant”) is the owner of Leesburg Premium
Outlets, an existing 500,671 square foot outlet shopping center situated on a
54.139 acre parcel (the “Center”). The Center initially opened in two phases:
October 1998 and November 1999. It was then expanded in 2000. The Center
has been operating with kiosks since 2005. The purpose of this application
submitted by Simon Property Group as case number TZLM-2020-0003 is to modify
the approvals to bring the kiosk use into technical compliance with zoning and to
remove some prohibited uses from the prior approval. In today’s evolving retail
climate, it is important that the Center keep pace with its competitors and offer
amenities, such as can be offered via kiosk shopping and greater retail choice.
Doing so will help meet shopper expectations and keep the Center financially
competitive.
2. Nature of the Requested Proposed Use.
Applicant seeks approval of an Amendment to Concept Plan and Proffer
Amendment to permit the presence of up to 6,000 s.f. of kiosks at the Center.
Allowing kiosks at the Center is consistent with trends in the outlet shopping center
industry. Applicant also is requesting minor modific ations to the use restrictions
contained in the prior approval for the Center. The requests would permit the
Center to add retailers in certain categories that are currently not permitted at the
Center. Specifically, Applicant seeks to revise a prohibiti on on antique and second
hand stores, so that antique stores remain prohibited but second hand stores are
allowed. The reason for this is that there are now retail concepts, such as “rent
the runway” which offer second hand high-end fashion. Applicant also seeks to
delete prohibitions on arts and craft studios or stores, barber shops, beauty shops,
dressmaker shops, photographer’s studios, and tailor shops. Allowing these
additional uses would also be consistent with trends in the outlet shopping center
industry and would give the shoppers at the Center a more robust shopping
experience.
3. Traffic Impact Summary.
The Applicant is requesting a waiver of a formal traffic impact analysis. Applicant
has furnished the Planning & Zoning Department Staff with a memorandum from
Applicant’s Traffic Engineer which states that “no additional trips are anticipated
with the kiosk accessory retail space” and provides a trip generation analysis
showing that the proposed accessory use would “not generate any appreciable
trips.” Per 3.3.15 Approval Criteria, It has been demonstrated and determined
that the uses requested herein, as well as the addition of the kiosks, will have
negligible impacts to traffic on the site. Simon continually addresses traffic
circulation and traffic impacts of the site, and this approval will have no impact on
that effort.
4. Impacts on Adjacent Uses.
The Center was initially built in 1998 and has been operating with Kiosks since
2005. The proposed application is intended to bring the existing use at the
Center into conformity with zoning. Per 3.3.15 Approval Criteria, the addition of
kiosks interior to the site and the additional uses proposed will not have an
impact on any surrounding neighborhoods or uses, as it is a small increase to the
existing uses, and will not have a noticeable effect , nor have any been reported
or observed.
5. Area Calculations and Proposed FAR.
The Center is approved for 500,671 square feet and the area of the proposed kiosk
use is up to an additional 6,000 s.f., bringing the total permitted use, if approved,
to 506,671 s.f. This would produce a proposed Building Floor Area Ratio is 0.2148
(506,671 s.f. of buildings on 2,358,294.84 (54.139 acres) of land. Per 3.3.15
Approval Criteria provision for adequate public facilities, existing public facilities
are sufficient to serve uses associated with the request.
6. Relationship to Town Plan.
The proposal has de minimis impact on Town Plan and, if approved, Property will
continue to be operated as a large-scale outdoor shopping center, consistent with
the previously approved concept development plan. Per 3.3.15 Approval Criteria,
the requested changes are compatible with the existing uses on site, which are all
compatible with all applicable Town Plan policies and objectives for the site. Also
there are no agreements with Loudoun County so this section is not applicable.
7. Justifications.
The justification for approval of this application is to bring a long-existing use into
conformity with zoning. Leesburg Premium Outlets is a significant contributor to
the local and regional economy and is evolving to keep pace with developments in
the retail industry nationally.
8. Proposed Modifications to Submittal Requirements.
All requests to waive technical submittal requirements not presently met by the
applicant are reasonable under the circumstances, given that the purpose of the
application is to bring a long-existing use into conformity with zoning. See also
separate accompanying letter requesting mod ification of the submittal
requirements.
PROFFER STATEMENT
PREMIUM OUTLET PARTNERS, L.P.
TLZM 2020-0003
August 12, 2020
Pursuant to Va. Code Ann.§ 15.2-2303 and § 3.3.16 of the Zoning Ordinance of the Town of
Leesburg ("Zoning Ordinance"), and subject to the Leesburg Town Council approving an
amendment to the proffer statement ("Leesburg Corner Proffers") and the Concept/Special
Exception Plan ("Leesburg Corner Plan") previously proffered in ZM-150 to allow for
additional square footage for internal kiosks, increasing the total gross square footage allowed
by 6,000 s.f. as a permitted use on the property identified as Loudoun County PIN #189-49-
6489 (the "Subject Property"), Premium Outlet Partners, L.P. (the "Applicant") for the Title
Owner (hereinafter defined), itself, and its successors and assigns, hereby proffers to the
following conditions ("Proffers"). The Subject Property shall be developed in substantial
accord with the Leesburg Corner Proffers and Leesburg Corner Plan previously given and
accepted by the Leesburg Town Council, except as modified herein.
1. The Subject Property shall be developed in substantial conformance with the development
except as noted herein shall comply with original TLZM-1996-0150.
2. Paragraph 1 of the Leesburg Corner Proffers is hereby modified as shown:
Permitted Uses. The following uses may be developed on the Property: (a) bank without
drive-in facility; (b) eating establishment without drive-in facility; (c) eating establishment
with drive-in facility on the property identified as Loudoun County PIN #188-10-4168; (d)
office; (e) hotel/motel; (f) theater, indoor; and (g) a Center up to 506,671 gross square feet
including, but not limited to, the following uses:
(1)Appliance sales store; (2) art gallery; (3) art supply; (4) bakery; (5) bookstore; (6)
candy store; (7) clothing, accessories and dry goods store; (8) delicatessen; (9) furniture
sales store; (10) hardware, paint, and wallpaper store; (11) jewelry store; (12) leather
goods and luggage store; (13) music store; (14) photographic equipment and supplies
store; (15) sporting goods store; (16) tobacco store; (17) toy store; (18) variety store;
and (19) office supply store.
Notwithstanding the foregoing, the Applicant agrees that the following uses, shall not be
developed on the Property: (a) antique and second hand store; (b) drug store; (c) floor
coverings store; (d) grocery store; (e) lawn and garden supply store; (f) pet store; (g)
pharmacy; (h) video rental store; (i) institutional and community service uses; (i) emergency
care facility; (k) school, special instruction; (1) public utility, minor and (m) services, personal,
including, but not limited to: arts and crafts studio store; appliance repair and rental store;
bicycle repair store; barber shop, and beauty shop; caterer; dres maker shop; dry-cleaning
and/or laundry pickup station; locksmith shop; musical instrument repair shop; phetegraphees
studio; photostat shop; tailor shop; travel agency; and veterinary hospital. No more than a
total of 506,671 gross square feet of permitted uses and special exception uses as described
herein shall be developed on the Property. Any retail uses developed on the Property shall be
limited to a Regional Factory Outlet Center (the "Center") in which a substantial majority of
TZLM 2020-0003
Premium Outlet Partners, L.P.
Page 2
the stores in the Center are leased by a merchandise manufacturer, and owner or licensee of a
merchandise brand name, or a seller of discounted brand name merchandise. No single store
in the Center shall contain an area greater than 60,000 square feet. The Center shall contain
no more than three stores that contain leasable area which is greater than 30,000 square feet
and less than 60,000 square feet. The Center shall contain at least 20 stores.
The undersigned hereby warrants that all entities with a legal interest in the Subject
Property have signed these Proffers, that no signature from any additional party is
necessary for these Proffers to be binding and enforceable in accordance with their terms,
that they, together with the others signing this document, have full authority to bind the
Subject Property to these conditions, and that the Proffers are entered into voluntarily.
[SIGNATURE PAGES FOLLOW]
TZLM 2020-0003
Premium Outlet Partners, L.P.
Page 3
TITLE OWNER & APPLICANT OF
Loudoun County PIN# 189-49-6489
Premium Outlet Partners, L.P. (Vida Chelsea GCA Realty
Partnership, L.P.), a Delaware limited partnership
By: Premium Outlet Partners, L.P., general partner
By. :`�.
Name: i arrTP cur
Ass,'s.�ckti F Secre fern
STATE OF )
COUNTY/CITY OF
) to -wit:
(SEAL)
The foregoing Proffer Statement was acknowledged before me this day of
, 2020, by , as
of