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Home My Public Portal About2014_08_12_R091 Authorizing a MOA with Oaklawn for Construction of Hope Parkway The Town of Leesburg, Virginia PRESENTED August 12, 2014 RESOLUTION NO. 2014-091 ADOPTED August 12, 2014 A RESOLUTION: TO AUTHORIZE THE TOWN MANAGER TO EXECUTE A MEMORANDUM OF AGREEMENT BETWEEN THE TOWN AND OAKLAWN FOR THE CONSTRUCTION OF A PORTION OF HOPE PARKWAY WHEREAS, Oaklawn, LLC, Oaklawn Development Partners, LLC and Oaklawn at Leesburg Owners Association's (collectively referred to as"Oaklawn") submitted an application to the Town to amend approved proffers and concept development plans (TLZM-2014-0004); and WHEREAS, Oaklawn submitted its application in order to accommodate a prospective user (the"tenant")that is proposing to develop a portion of Oaklawn to construct its international corporate headquarters; and WHEREAS,the Town is in the process of executing a Governor's Development Opportunity Fund Grant Performance Agreement along with the Commonwealth and Loudoun County,to provide cash and fee waiver incentives to the tenant to build its corporate headquarters in the Oaklawn Development; and WHEREAS, as part of the current and proposed proffer amendments, Oaklawn proffers to construct the portion of Hope Parkway between Miller Drive and the existing terminus of Hope Parkway at Stratford; and WHEREAS, as part of the proposed proffers Oaklawn has proffered to enter into a Memorandum of Agreement("MOA")with the Town regarding the construction of this portion of Hope Parkway; and WHEREAS,the construction of Hope Parkway is divided in the MOA between the portion from Miller Drive to Oaklawn Drive ("Segment One") and the portion between Oaklawn Drive and the terminus of Hope Parkway at Stratford ("Segment Two"); and - 2 - A RESOLUTION: TO AUTHORIZE THE TOWN MANAGER TO EXECUTE A MEMORANDUM OF AGREEMENT BETWEEN THE TOWN AND OAKLAWN FOR THE CONSTRUCTION OF A PORTION OF HOPE PARKWAY WHEREAS, the Town has applied for an Economic Development Access Program ("EDAP")award from the Virginia Department of Transportation to pay for a portion of the construction costs of Hope Parkway; and WHEREAS, the MOA sets forth that while Oaklawn will design Segments One and Two, the Town will construct Segments One and Two and Oaklawn will reimburse the Town for the cost of construction minus any funds received from the EDAP; and WHEREAS, the residents of residential communities within Oaklawn have also expressed an interest in the extension of Hope Parkway; and WHEREAS,to assist Oaklawn in accomodating the tenant which will result in additional tax revenue to the town, it is in the best interests of the Town and its residents to enter into the MOA with Oaklawn. THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia that the Town Manager is authorized to execute the MOA between the Town and Oaklawn regarding the construction of the aforementioned described Segment One and Segment Two of Hope Parkway so long as the MOA has been reviewed and approved by the Town Attorney. PASSED this 12th day of August,2014. -..4„.....,..„, , ....,, i K7 `'C. stattd,0.4 ayor Town of Leesburg I ( // Of" i, i Clerk of Coun•) P:\Resolutions\2014\0812 Oaklawn MOA for Construction of Hope Parkway.doc , MEMORANDUM OF AGREEMENT BETWEEN THE TOWN OF LEESBURG,VIRGINIA AND OAKLAWN,LLC AND OAKLAWN DEVELOPMENT PARTNERS,LLC FOR THE DESIGN AND CONSTRUCTION OF HOPE PARKWAY BETWEEN STRATFORD AND MILLER DRIVE This M-•,.a ' al 'a of Agreement ("Agreement"), is made and entered into this day of # '' , 2014 (the "Effective Date"), by and between OAKLA , LLC, and • WN DEVELOPMENT PARTNERS, LLC, its successors and assigns (jointly, "Oaklawn"), a Virginia limited liability company, and THE TOWN OF LEESBURG,VIRGINIA, ("Town"), a municipal corporation with a principal place of business located at 25 W. Market St., Leesburg, Virginia. (Oaklawn and the Town are collectively referred to as the"Parties") WHEREAS, Oaldawn is the owner and developer of a mixed-use community called Oaldawn at Stratford (the "Development") located within the Town which is zoned PRC/Planned Employment Community and PRC/Planned Residential Community and is subject to the proffers associated with ZM-159 and TLZM-2005-0002; and WHEREAS, on June 30, 2014, Oaklawn submitted an application to the Town for a Concept Plan Amendment and Proffer Amendment (jointly, the"Proffer Amendment")to ZM- 159 and TLZM-2005-0002 (the "Original Rezoning") to revise the transportation phasing plan and to amend some of the uses permitted in the Development; and WHEREAS, pursuant to Proffers 11.9 and 11.10.A of the Original Rezoning, Oaklawn has proffered to construct portions of Hope Parkway in phases which phases are triggered by development in Land Bays A, B, C, D and MUC2 of the Development; and WHEREAS, pursuant to Proffer I1.7 of the Proffer Amendment, Oaklawn proffers to design and construct Hope Parkway, a four-lane divided road section from Battlefield Parkway to the intersection with Miller Drive;transitioning to a four-lane undivided road section north of Miller Drive to the Property boundary connecting with the existing Hope Parkway;and WHEREAS, pursuant to Proffer 11.10 of the Proffer Amendment, Oaklawn proffers to construct portions of Hope Parkway in phases, with such phases triggered by development of the land bays within the Development; and WHEREAS, the Proffer Amendment's proffers reference this Agreement and state that Oaklawn shall construct the segment of Hope Parkway between Miller Drive and the existing terminus of Hope Parkway at Stratford("Stratford")pursuant to the within Agreement;and WHEREAS, the impetus to Oaklawn's Proffer Amendment is that a prospective user is proposing to construct its international corporate headquarters,office,research and development and hi-tech light intensity industrial use in Land Bay B within the Development (this user is hereinafter referred to as the"Company"); and WHEREAS, in order to accommodate the Company, Oaklawn's application includes a request to rezone Land Bay B to allow for light assembly/manufacturing use; and WHEREAS, in order to accommodate the Company, to accelerate services within the Development and to provide improved transportation to the residents of Stratford,the Town and Oaklawn desire to construct Hope Parkway between the existing terminus at Stratford to Miller Drive;and WHEREAS, Oaklawn desires to fulfill the aforementioned proffers and the Town desires to construct Hope Parkway between its existing terminus in the Stratford community and Miller Drive including any planned landscaping, streetlights, and a traffic signal at the intersection of Hope Parkway and Miller Drive, with the portion of Hope Parkway between Miller Drive and Oaklawn Drive is,hereinafter,referred to as"Segment One"and the portion of Hope Parkway between Oaklawn Drive and the Stratford Community is hereinafter referred to as"Segment Two"and WHEREAS, the Town estimates the cost of construction of Segment One, including planned landscaping, streetlights, and a traffic signal, is approximately One Million Nineteen Thousand Dollars($1,019,000.00); and WHEREAS, the Town estimates the cost of the construction of Segment Two, is approximately One Million Four Hundred Thousand Dollars($1,400,000.00); and WHEREAS,the Town has applied for Economic Development Access Funds("EDAF") from the Commonwealth Transportation Board ("CTB") in the amount of Five Hundred Thousand Dollars($500,000.00)to use towards the Town's construction of Segment One; WHEREAS, in order to receive an additional EDAF grant of One Hundred Fifty Thousand Dollars ($150,000.00), the Town must contribute matching funds in the amount of One Hundred Fifty Thousand Dollars($150,000.00);and WHEREAS, for the aforementioned reasons, the Parties have determined that project cost and construction time could be reduced by the Town conducting the construction of both Segments One and Two of Hope Parkway; and (2) for Oaklawn to reimburse the Town for the construction of Segments One and Two under the terms set forth below. WITNESSETH: NOW THEREFORE, WITNESS ETH: the Recitals set forth above being incorporated herein by reference and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: -2- 1. Within 60 days of the Effective Date of this Agreement, Oaklawn will prepare and submit to the Town for approval two separate sets of construction plans and profiles ("CPAPs"); one for Segment One and one for Segment Two of Hope Parkway. Said CPAPs for Segment One shall depict Hope Parkway as a four-lane section that transitions to an undivided section between Miller Drive and Oaklawn Drive extended; and said CPAPs for Segment Two shall be an undivided section from Oaklawn Drive extended to Hope Parkway's existing terminus in the Stratford Community. Said CPAPs shall be developed in accordance with VDOT standards,the Town's Design and Construction Standards Manual, and shall depict public central water supply and central sanitary sewer systems, dry utilities, streetlights, street signs, landscaping, and a traffic signal at Miller Drive. 2. The Town shall make every effort to approve the CPAPs within forty-five (45)days of Oakiawn's submission of the CPAPs to the Town. 3. Within thirty (30) days following approval of the CPAPs, the Town shall adopt Segments One and Two of Hope Parkway into its Capital Improvement Program budget. 4. Within thirty (30) days following adoption of Segments One and Two into the Capital Improvement Program budget, the Town shall issue a request for proposals ("RFP") for construction to the public to construct Segments One and Two. The Town shall select a successful award the RFP contract within sixty(60)days of issuance of the RFP.To the degree permitted by the Town's procurement policies, the Town shall make reasonable efforts to consult with Oaklawn concerning the selection of a contract awardee. 5. The Town will direct construction of the CPAPs as expeditiously as possible after: (1) the bidding and awarding of the construction contract for Segments One and Two pursuant to the Town's procurement policy; (2) completion of any requisite environmental and other permitting processes; and (3) any other review or permitting required by Town,the EDAF,or any other governmental entity. 6. The Town shall be responsible for construction of all improvements depicted in the CPAPs for Segments One and Two, except that Oaklawn shall be responsible for the following construction elements only for Segment Two and only if shown on an approved site plan for Land Bay B: any necessary clearing and grading, erosion control measures, filling and compaction of Hope Parkway to subgrade elevation, plus storm sewer, waterline, and sanitary crossings. Any portion of Segment Two constructed by Oaklawn shall be built pursuant to VDOT and Town regulations and subject to all standard required and reasonable inspections by the Town. 7. EDAF monies, if received by the Town, will be used towards the construction of Segment One. -3- 8. The Town will make best efforts to complete both Segments One and Two by the time the Company is issued a Certificate of Occupancy for any building(s) constructed upon Land Bay B. 9. The Town will permit construction access for the Company's facilities from Brown Roan Drive. 10. In the event Segments One and Two are not completed by the issuance of the first Certificate of Occupancy for any building(s) constructed upon Land Bay B, the Town will permit temporary access to Land Bay B via Oaldawn Drive or Brown Roan Drive in such a way that with proper signage and permit approval from Loudoun County would permit the Company to occupy and use Land Bay B for its intended purpose. 11. Oaklawn shall provide the Town reimbursement for the construction of Segments One and Two as follows: a. Oaklawn shall reimburse the Town for its construction costs (excluding EDAF monies received from the CTB) for Segement One within five (5) equal annual installments,with the first payment commencing within 30 days of the issuance of the first occupancy permit for Land Bay A or that portion of Land Bay B south of Oaklawn Drive following issuance of an occupancy permit for the Company. b. Oaklawn shall reimburse the Town for its construction costs (excluding EDAF monies received from the CTB) for Segment Two within the same fiscal year in which funds for the road were expended by the Town. c. Oaldawn shall not be required to reimburse the Town for any monies received from the CBT as part of the EDAF,but shall reimburse the Town for any matching funds or other Town monies utilized for the construction of Segment One. 12. In the event the Company fails to enter into a lease agreement with Oaklawn within ninety (90) days from the date of this Agreement, this Agreement shall automatically terminate and all obligations by the parties hereunder shall also terminate, except that Oaklawn shall reimburse the Town for any monies expended by the Town in preparation for the construction of Segments One and Two including any funds which must be repaid to the CBT as a result of the EDAF. 13. In the event the Town fails to approve the Proffer Amendment by August 12, 2014, this Agreement will automatically terminate and all obligations by the parties will also terminate except that Oaklawn shall reimburse the Town for any monies expended by the Town in preparation for the construction of Segments One and Two including any funds which must be repaid to the CBT as a result of the EDAF. 14. In the event Oaklawn defaults by failing to reimburse the Town in the time periods set forth in this Agreement, a Certificate of Occupancy will not be issued for any -4- development in the portion of Land Bay B south of Oaklawn Drive or in Land Bay A until such time as Oaklawn cures its default. 15. Any notices required or permitted to be given under this Agreement shall be provided in writing by mailing first class postage or delivered in person and notice shall be effective upon receipt of such mailing or delivery. Notices shall be provided to: For Oaklawn: Andrew Shuckra Oaklawn, LLC do Keane Enterprises Inc. 44095 Pipeline Plaza,Suite 210 Ashburn,VA 20147 For the Town: Town Manager Town of Leesburg,Virginia 25 W. Market St. Leesburg,Virginia 20176 16. This Agreement will become effective upon execution by the Parties; a fully executed copy of the Agreement will be delivered or mailed to both Parties at the addresses set forth above. 17. The signatories to this Agreement affirm that they have the authority to execute this Agreement on behalf of their respective entities. 18. This Agreement may be amended at any time by mutual consent of the Parties, in writing. 19. This Agreement is binding upon the Parties' successors in interest and assigns. 20. The Parties agree that this Agreement will be governed by the laws of the Commonwealth of Virginia and shall be binding upon the parties and their respective successors and/or assigns. The parties further agree that any dispute that may occur as a result of the terms of this Agreement will be resolved in the Loudoun County Circuit Court or Loudoun County District Court. 21. Each section of this Agreement shall stand independently and severally, and the invalidity of any one section or portion thereof shall not affect the validity of any other provision. In the event any provision shall be construed to be invalid,no other provision of this Agreement shall be affected hereby. -5- 22. This Agreement may be enforced by either party in the Circuit Court of Loudoun County by use of any allowed legal or equitable remedies. 23. This Agreement may be amended and modified only by instrument, in writing, executed by all parties hereto. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have caused this document to be executed as of the date of the last signature shown on the following pages: (SIGNATURE PAGES TO FOLLOW) -6- OAKLAWN, LLC, a Virginia limited liability company By: KEANE OAKLAWN GROUP, LLC, Its manager, a Virginia limited liability company By: KEANE 0 MANAGER, LLC Its manager,a V' a limited liability company By: Title: t ,1QB,r Date: M".454- Pt of d t y COMMONWEALTH OF VIN INIA CITY/COUNTY OF Q,4n ,to wit: I, the undersigned Notary Pitlic, in aI for the jurisdiction aforesaid, do hereby cezti that iQt1 3. Cm lien as ,of KEANE OAKLAWN MANAGER, LLC,manager for KE OAKLAWN GROUP, LLC, manager for OAKLAWN, LLC, whose name is signed to the foregoing Deed, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. L GIVEN under my hand and seal this /Y day of A m V 4 ST , 2014. • A a My commission expires: ' 1 'wri 11- „m T Notary Public Notary registration number: 10.2(D Li G CSOOTOAKM0 NOTARY POMO RiiN a COVIIOSIVOIALIO ON 31.!On -7- OAKLAWN DEVELOPMENT PARTNERS, LLC, a Virginia limited liability company By: KEANE 0 MANAGER, LLC Its manager, a V ited liability company By: Title: I' i 10, 1. Date: • A COMMONWEALTH OF VIRG IA CITY/COUNTY OF LOCiad 4,4 f) ,to wit: I, the undersigned Notary PuWic4 in and or the jurisdiction aforesaid, do hereby that [�1[' t+f l • CA4 1 fn , as , of KEANE OAKLAWN MANAGER, LLC, manager for OAKLI(WN DEVELOPMENT PARTNERS, LLC, whose name is signed to the foregoing Deed, appeared before me and personally acknowledged the same in my jurisdiction aforesaid. GIVEN under my hand and seal this 1 day of 4 ,2014. My commission expires: � - �! -.2at�' No Pu is Notary registration number: 7602( i cO COMPIIIINA awn IMAM IIE011MATION#70MUM c�MOS MAY SI•201i -8- TOWN OF LEESBURG, VIRGINIA Approved as to Form By: .i. ... . A. _ ../ By: ette A. y, Title: - - own Attorn ey Date: $/.2 9 / Y Date: d(2 (1L( COMMONWEALTH OF VIRGINIA CITY/COUNTY OF L_o-u..C�.�urti , to wit: I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that John Wells, as Town Manager, of THE TOWN OF LEESBURG, whose name is signed to the foregoing Deed,appeared before me and personally acknowledged the same in my jurisdiction aforesaid. GIVEN under my hand and seal this 02 7 day of 4giric_&__,2014. My co '7CXPSZ-0/ F No blic Notary registration number: /S-410 S' 7 Mori C- Fri* Canin*Nnatr PIT" . . ' COmmliallon No.1540117 f4A 5 101 -9-