PROFFER STATEMENT REZONING TLZM LEEGATE November 1, 2013

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1 PROFFER STATEMENT REZONING TLZM LEEGATE November 1, 2013 Leegate LLC and Stanley Martin Companies, LLC, owner and applicant, (the Applicant ) of certain property described as Loudoun County Tax Map Parcels 2, 3, 4, 6, and 7 (MCPI , , , , and , respectively) (collectively, the Property ), hereby voluntarily proffers, pursuant to Section of the Code of Virginia (1950), as amended, and Section of the Zoning Ordinance of the Town of Leesburg (the Zoning Ordinance ), that in the event the Property is rezoned by the Leesburg Town Council to the B-4 and PRN zoning districts, the development of the Property will be in substantial conformance with the following proffered terms and conditions. Said proffered terms and conditions supersede any prior proffers that have been offered for any portion of the Property. The Applicant, for themselves, their successors and assigns, agrees that these proffers shall be binding on the future development of the Property unless modified, waived, or rescinded in the future by the Leesburg Town Council in accordance with applicable Town and State statutory procedures. In the event that rezoning is denied, these proffers shall be immediately null and void and of no further force and effect. A. SITE LAYOUT AND USES 1. Substantial Conformance. Development of the Property shall be in substantial conformance with Sheets of the Concept Development Plan prepared by Bowman Consulting Group, dated March 11, 2013, and revised through November 1, 2013 (the CDP ). The CDP shall control the use, layout, and configuration of the Property with reasonable allowances to be made for engineering and design alterations 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 ). 2. Uses. Except as listed in A-E below, the Property may be developed with any uses permitted by-right or by special exception in the B-4 and PRN zoning districts per the Zoning Ordinance: A. Car wash B. Heliport C. Vehicle and/or equipment service facility D. Vehicle sales and/or rental facility E. Mini-warehouse facility 3. Proposed Development. The following guidelines will inform development of the Property (the Proposed Development ): 1

2 A. B-4 District. The B-4 portion of the Property shall be developed in substantial conformance with Sheet 3 of the CDP and may include up to 430,000 square feet of office uses, 200,000 square feet of retail uses, 80,000 square feet of hotel development, and 142 multifamily dwelling units. i. Mixed-Use. The location of buildings within the B-4 district which have retail uses located on the ground floor and residential and/or office uses on upper floors, and the type of these uses located within each of these same buildings, shall be in substantial conformance with Sheet 3 of the CDP, allowing for vertical integration within a single footprint of the following use mixes: retail only, office only, office over retail, residential over office, residential over retail, residential only, surface parking lot, and structured parking. B. PRN District. The PRN portion of the Property shall be developed in substantial conformance with Sheets 3 and 3A of the CDP and may include up to 173 singlefamily attached dwelling units and 160 two-over-two dwelling units. C. Noise Setback. Residential units shall not be permitted within the noise setback as depicted on Sheet 3 of the CDP unless a noise study is submitted and the Owner implements the noise abatement measures prior to construction of such units within the setback. D. Building Footprints. The Applicant shall have flexibility in determining specific building footprints in accordance with Town Development Regulations at the time of final design and engineering, provided the maximum density is not exceeded. B. DESIGN 1. Architecture. The architectural design of the Proposed Development shall be consistent with the conceptual elevations as shown on the CDP and in the design guidelines, prepared by the Eisen Group and dated October 31, 2013 (the Design Guidelines ). The ultimate architecture, design, elevations, and materials may be adjusted provided that such final architecture is in substantial conformance with the CDP and the Design Guidelines. A. Commercial and Multifamily Buildings. The B-4 portion of the Property shall be designed of high-quality architecture and building materials as conceptually depicted in the CDP and in the Design Guidelines. B. Single-Family Attached Dwellings. The single-family attached dwellings shall utilize building architecture, colors, and materials designed to complement those of the rest of the Proposed Development so as to create the appearance of a unified development. 2. Building Heights. The building heights of the Proposed Development shall not exceed the maximum heights identified on the CDP, exclusive of accessory structures and uses. Final building height shall be determined at the time of site plan approval, and may be less than the 2

3 maximum height shown on the CDP, provided that the Proposed Development retains a compatible urban form to that shown on the CDP. Buildings along the Route 7 frontage shall have a minimum height of two stories. 3. Sustainable Design. All townhome units shall be constructed to achieve a Home Energy Rating System ( HERS ) rating of at least Lighting. All on-site, outdoor, and parking facility lighting shall comply with Section of the Zoning Ordinance. Lighting shall be provided in the Proposed Development as shown on Sheet 12 of the CDP. A. Street Lighting. All street lighting shall use full cut-off fixtures and shall be directed downward. B. Parking Structure/Lot Lighting. Light poles in surface parking lots and on the top level of structured parking, as well as building-mounted security lighting, shall use shielded cut-off fixtures and be directed inward and downward. 5. Signage. Signage for the Property shall be provided in accordance with Article 15 of the Zoning Ordinance or with a Comprehensive Sign Plan. C. TRANSPORTATION 1. Battlefield Parkway. The Applicant shall dedicate right-of-way as shown on the CDP, along with all necessary temporary construction and maintenance easements located outside of the right-of-way, to accommodate an 8-lane section of Battlefield Parkway in the general location depicted on Sheet 3 of the CDP and labeled Proposed ROW Dedication. The right-of-way shall be dedicated upon request by the Town. 2. Trailview Boulevard/Russell Branch Parkway Extended. A. Definition. For purposes of this proffer, Trailview Boulevard/ Russell Branch Parkway Extended shall mean that section of road that stretches from the eastern edge of the Property at Battlefield Parkway to the western edge of the Property to the current terminus of Trailview Boulevard within Cardinal Park. B. Dedication. The Applicant shall dedicate right-of-way, along with all necessary construction and maintenance easements located outside of the right-of-way, to accommodate a 70-foot section of Trailview Boulevard/ Russell Branch Parkway Extended through the Property in the general location depicted on Sheet 3 of the CDP. The right-of-way shall be dedicated within twenty-four (24) months of approval of this rezoning or the approval of the first record plat at the Property, whichever occurs first. C. Construction. Prior to receipt of the first occupancy permit at the Property, the Applicant shall complete construction of a 4-lane divided Trailview Boulevard/ 3

4 Russell Branch Parkway Extended between Battlefield Parkway and the western property line depicted on Sheets 3 and 13 of the CDP. D. Turn Lanes. Prior to receipt of the first occupancy permit for development north of Trailview Boulevard/ Russell Branch Parkway Extended, the Applicant shall install turn lanes on Trailview Boulevard/ Russell Branch Parkway Extended as depicted on Sheets 3 and 13 of the CDP. E. Construction by Others. In the event that Trailview Boulevard/ Russell Branch Parkway Extended is constructed or paid for by others, the Applicant shall contribute to the Town an amount equivalent to the actual cost of construction, as verified by paid invoices. Such contribution shall be paid at such time that the Applicant s obligation to construct such road improvements as set forth above would have been otherwise incurred. 3. Internal Private Streets. The Applicant shall complete construction of all other private roadways and travelways as depicted on Sheet 3 of the CDP. With the exception of Trailview Boulevard/Russell Branch Parkway Extended, all other on-site roadways shall be constructed to private street standards. 4. Signalization. The Applicant shall fund, at its sole cost, the warrant analyses, design, and installation of traffic signals for the Proposed Development. A. Battlefield Parkway and Russell Branch Parkway. The Applicant shall fund the design and installation of a traffic signal at the Property s entrance at the intersection of Battlefield Parkway and Russell Branch Parkway when the Virginia Department of Transportation ( VDOT ) has determined that a signal is warranted. The Applicant shall prepare and submit a warrant study for this intersection concurrent with the first site plan for the Property. B. Russell Branch Parkway and Trailview Boulevard. The Applicant shall fund the design and installation of a traffic signal at the intersection of Russell Branch Parkway and Trailview Boulevard internal to the Property when VDOT has determined that a signal is warranted. The Applicant shall prepare and submit a warrant study for this intersection concurrent with the first site plan for development north of Trailview Boulevard/ Russell Branch Parkway Extended. 5. Route 7/Battlefield Parkway Interchange. A. Reservation and Dedication. Within one hundred twenty (120) days following approval of this rezoning, the Applicant shall reserve the right-of-way required for construction of the interchange at Route 7 and Battlefield Parkway. The Applicant shall dedicate the required right-of-way upon written request of the Town and/or VDOT at such time as construction is ready to begin. 4

5 6. Off-site Transportation Contribution. Concurrent with issuance of occupancy permits for the following uses, the Applicant shall provide cash contributions of $1,553 for single-family attached units, $1,331 for multifamily or two-over-two units, $2,329 per hotel room, $2,414 per 1,000 square feet of office development, and $11,221 per 1,000 square feet of retail development, not to exceed $4,260,279, for off-site transportation improvements. 7. Meaning of Construct. For the purposes of these Proffers, the term complete construction of shall mean the road is open to traffic and shall not be construed to require that such road has been accepted for public maintenance by VDOT and/or the Town. 8. Pedestrian Signalization. The Applicant shall install pedestrian signal heads, pavement markings, and/or signage at pedestrian crossings and trail connections. D. STREETSCAPE AND LANDSCAPING 1. Streetscape. As development occurs, the Applicant shall install the streetscape improvements as conceptually shown on Sheet 10 of the CDP. The Applicant shall be permitted to modify the streetscape elements during site plan review to allow for final engineering and design considerations provided such modifications are in substantial conformance with the CDP. 2. Landscape Plan. Landscaping shall be provided at the Property as shown on Sheets 10 and 10A of the CDP. The Applicant may modify the landscaping design during site plan review to allow for final engineering and design considerations, provided that such modifications are in substantial conformance with the quality and quantity of plantings and materials as shown on the CDP. E. OPEN SPACE AND RECREATION 1. Open Space. The Applicant shall provide a minimum of 65 acres of permanent open space on the Property, to include those portions of the Property that lie within the Tuscarora Creek Floodplain (the Floodplain ). 2. Tuscarora Creek/Greenway Trail. The Applicant shall install 8-foot wide trails through the portion of the Property that lies within the Floodplain as depicted on Sheets 3 and 3A of the CDP. The Applicant shall construct at least one trail through the Property to connect residents to the Floodplain trails. The Applicant shall have flexibility in the design of such trails and any connections to the W&OD Trail shown on the CDP shall be subject to approval by the Northern Virginia Regional Park Authority. The Applicant shall coordinate the connection to the W&OD Trail with the owner of the off-site parcel, PIN Parks. The Applicant shall provide parks and other recreational facilities as depicted on Sheets 3 and 3A of the CDP. Construction of these amenities shall be done in conjunction with the development of the adjacent neighborhoods and the construction of the adjacent streets and infrastructure. 5

6 4. Active Recreation. The Applicant shall provide opportunities for active recreation, including but not limited to playing fields, tot lots, and multi-purpose courts as shown on Sheets 16 and 16A of the CDP. F. ENVIRONMENT 5. Stormwater Management. The Applicant shall provide stormwater management ( SWM ) measures designed in accordance with the State Stormwater Management Handbook in order to control the quantity and quality of stormwater runoff from the Property. 6. Tree Preservation. The Applicant shall establish a tree save area in the location shown on Sheets 10 and 10A of the CDP as Tree Save. Clearing in these areas shall be permitted only for the construction of utility crossings, wetland mitigation, storm water management facilities, best management practices, low impact design facilities and trail crossings and any such clearing shall be limited to the minimum area required for said construction. The final delineation of the Tree Save shall be phased in and established with contiguous site and/or subdivision plans. A minimum of eighty (80) percent of the canopy within the cumulative Tree Save depicted on the CDP will be preserved, exclusive of stands of Virginia Pine over 25 years in age. In the event that the eighty (80) percent canopy threshold cannot be achieved within the designated Tree Save, such lost canopy will be recaptured elsewhere onsite in locations to be designated at the discretion of the Owner in consultation with the County. Boundaries of the Tree Save shall be delineated on the record plat recorded for that section of the development. Construction plans shall clearly define the limits of the Tree Save and all such areas shall be clearly marked in the field. Tree protection fencing shall be placed outside the drip lines along the Tree Save prior to commencing land-disturbing activities. The Applicant reserves the right to remove, in consultation with the County, any dead, damaged, dying or diseased trees and vegetation, and any tree or vegetation that interferes with the construction, proper functioning and/or use of any utility or drainage easement, or creates a danger to property or persons. If, during construction on the Property, it is determined by the Owner s certified arborist and/or the Town s Urban Forester that any healthy tree located within the boundaries of the Tree Save described in this Proffer has been damaged during construction and will not survive, then the Owner shall remove each such tree and replace each such tree with two (2) 2½ - 3 inch caliper native, non-invasive deciduous trees. The species and placement of replacement trees shall be proximate to the area of each such damaged tree so removed, or in another area determined in consultation between the Applicant and the Town s Urban Forester. The POA documents shall include a provision that prohibits removal of trees in the Tree Save as shown on the record plat after construction has been completed by the Applicant without specific permission of the Town s Urban Forester except as necessary to accommodate Forest Management Techniques, performed by or recommended by a professional forester or certified arborist, that are necessary to protect or enhance the viability 6

7 of the canopy. Such Management Techniques may include, without limitation, pruning and the removal of vines, invasive species, trees uprooted or damaged by extreme weather conditions, and trees or limbs that are diseased, insect-infested, dead, or are considered a hazard to life or property. The POA documents shall clearly state that such provisions prohibiting tree removal shall not be amended by the Owner or the POA without written approval from the Town. The record plat for the portion of the Property containing the Tree Save shall contain a note stating that the removal of trees within the Tree Save is prohibited except in accordance with the Declaration of Covenants. G. PHASING 1. Phasing. The development of the Property shall occur in two phases, as follows: A. Phase I. Applicant shall be entitled to receive up to 165 zoning permits for single family attached dwelling units provided that no occupancy permits may be issued until the improvements described in Proffer C.2(C), above, have been completed. The Applicant shall not be limited in the amount of non-residential development for which zoning or occupancy permits may be issued at any time during development of the Property. B. Phase II. After the Applicant has received zoning permits for at least 15,000 square feet of non-residential development at the Property, Applicant shall be permitted to receive any residential zoning permits entitled at the Property and not issued during Phase I. H. PROPERTY OWNERS ASSOCIATION 1. Purpose. All property owners at the Property shall be a member of a Property Owners Association ( POA ) established to regulate use and provide standards for the construction, landscaping, and use of privately-owned land and structures within the Property. The Applicant intends to establish an overall, umbrella POA with a number of sub-associations which may be composed of any one or more of the following: a commercial POA, a retail POA, and/or a residential POA (collectively referred to herein as the POA ). 2. Responsibilities. The POA shall provide (or shall appoint responsibility among the subassociations for) landscaping and lawn maintenance for all common areas and snow removal on all private streets, and shall contract for trash removal services. The POA and/or the subassociations shall be responsible for the maintenance of all common recreational facilities and buildings, all stormwater management facilities, all private streets, and all sidewalks and trails, not otherwise maintained by the Town or VDOT. The residential POA shall enforce the requirement that trash must be stored in private garages and that such garages are reserved for the parking of vehicles. 3. Establishment. Prior to the approval of the first site plan for the Property, the Applicant shall submit draft documents for the establishment of the POA and sub-associations to the Town 7

8 for review and approval. The POA shall be established prior to recordation of the first record plat at the Property. I. MISCELLANEOUS 1. School Contribution. Prior to or concurrent with the issuance of each occupancy permit, the Applicant shall make a one-time contribution to the Town of an amount not to exceed $15,619 per single family attached unit and $7,809 per multi-family unit to offset the anticipated school capital costs associated with residential development at the Property. 2. Fire and Rescue Contribution. Prior to or concurrent with the issuance of each occupancy permit, the Applicant shall make a one-time contribution to the Town of $100 per residential dwelling unit constructed on the Property and $0.10 per gross square foot of building area for distribution to the fire and rescue companies providing primary fire and rescue service to the Property. The contributions shall be divided equally between the primary servicing fire and rescue companies. 8

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