BOARD OF SUPERVISORS PUBLIC HEARING STAFF REPORT …

Date of Hearing: December 11, 2019

# 13

BOARD OF SUPERVISORS PUBLIC HEARING

STAFF REPORT SUBJECT: ZCPA-2018-0008, Birchwood at Brambleton ELECTION DISTRICT: Blue Ridge CRITICAL ACTION DATE: February 8, 2020 STAFF CONTACTS: Richard W. Hancock, AICP, Project Manager, Planning and

Zoning Alaina Ray, AICP, Director, Planning and Zoning APPLICANT: Stephen Schulte, Creighton Road LLC & Creighton Land LLC PURPOSE: To consider a limited amendment to the proffer statement (Proffers) approved with Brambleton Active Adult (ZMAP-2013-0002, ZCPA-2013-0001) in order to change the phasing of commercial development in Land Bay E relative to active adult residences. RECOMMENDATIONS: Planning Commission: At the Planning Commission (Commission) Public Hearing on October 22, 2019, the Commission forwarded (8-0-1: Lloyd absent) the application to the Board of Supervisors (Board) with a recommendation of approval subject to the Proffers and based on the Findings for Approval. Staff: Staff supports Board approval subject to the Proffers dated November 19, 2019, (Attachment 1) and based on the Findings for Approval (Attachment 2). The Office of the County Attorney has approved the Proffers (Attachment 1) to legal form. The application is ready for action.

Item 13, ZCPA-2018-0008, Birchwood at Brambleton Board of Supervisors Public Hearing

December 11, 2019 Page 2

APPLICATION INFORMATION: APPLICANT: Creighton Road LLC, Creighton Land LLC Stephen Schulte No phone or email provided

REPRESENTATIVE: Cooley LLP Ben Wales 703-456-8609 [email protected]

PARCELS/ACREAGE: Tax Map Number Acreage

See attached list in Attachment 4 Total Acreage 268.19

ACCEPTANCE DATE: September 24, 2018

LOCATION: East and west sides of Loudoun County Parkway, between Creighton Road and Arcola Boulevard

ZONING ORDINANCE: Revised 1993

EXISTING ZONING: Planned Development–Commercial Center (Community Center) (PD-CC(CC)), Planned Development–Active Adult Age Restricted (PD-AAAR)

POLICY AREA: Suburban

PLACE TYPE: Suburban Neighborhood

CONTEXT: Location/Site Access – The subject property is the southwestern portion of Brambleton, northwest of the Washington Dulles International Airport (Dulles Airport). It is located on the east and west sides of Loudoun County Parkway between Creighton Road and Arcola Boulevard. Loudoun County Parkway, Creighton Road, and Shreveport Drive provide access to the site. Existing Conditions – The 268-acre site is composed of 624 separate parcels in five Land Bays in various stages of development. Surrounding Properties – To the west is the original Brambleton development (ZMAP-1993-0005, ZCPA-1993-0007) with single-family attached and single-family detached development in the Planned Development-Housing 4 (PD-H4) zoning district. To the north is Loudoun Valley Estates II (ZMAP-2002-0011), a residential development also in the PD-H4 zoning district. To the south is undeveloped industrial property within the Planned Development-General Industrial (PD-GI) and Planned Development-Industrial Park (PD-IP). Dulles Airport is farther south. Directions – From central Leesburg, travel east on Route 7 approximately 4.1 miles. Turn right on Belmont Ridge Road (Route 659). Proceed south approximately 6.2 miles, turn left at the fork to continue on Belmont Road. Proceed approximately 1.6 miles. Turn left on Creighton Road and proceed east for approximately 0.8 miles. The subject property is to the south (right) side of Creighton Road.

mailto:[email protected]



Figure 1: Vicinity Map with Land Bay Designations

PROPOSAL: The applicant requests a limited amendment to the existing Proffers approved with Brambleton Active Adult (ZMAP-2013-0003 and ZCPA-2013-0001) to revise the phasing of commercial development as provided in the following table:

Table 1. Summary of Proposed Changes Proffer Existing Proposed

II.B.2

Construct 20,000 square feet (SF) of commercial floor space in Land Bay E prior to zoning permit for the 500th residence. Construct an additional 30,000 SF (50,000 SF total) of commercial floor space in Land Bay E prior to zoning permit for the 1,000th residence.

Construct 20,000 SF of commercial floor space in Land Bay E prior to the zoning permit for the 1,000th residence. Construct an additional 30,000 SF (50,000 SF total) of commercial floor space in Land Bay E prior to the zoning permit for the 1,250th residence.



Land Bay E is the location of commercial development, see Figure 1 above. There is no change to the approved Concept Development Plan (CDP). BACKGROUND: In 2007, the Board approved ZMAP-2005-0020, Brambleton Active Adult, permitting the development of 1,502 age-restricted dwelling units, a 40,000 SF library, and 136,850 SF of office and/or retail uses on approximately 214 acres, and 817,828.5 SF of by-right Planned Development – General Industrial (PD-GI) uses on approximately 76 acres. This approval was not subject to the original Brambleton proffers or CDP approved under ZMAP-1993-0005 and ZCPA-1993-0007 in 1995 and was subsequently amended. On July 15, 2015, the Board approved ZMAP-2013-0002 and ZCPA-2013-0001, Brambleton Active Adult to: • Rezone approximately 13.83 acres in Land Bay D from the PD-GI to the PD-AAAR zoning

district to provide additional land to meet the PD-AAAR common open space requirement; • Rezone approximately 12.21 acres in Land Bay E from PD-AAAR to PD-CC-CC to develop

up to 152,000 SF of nonresidential uses at a floor area ratio (FAR) of 0.29; • Revise the mix of unit types of the 1,502 age restricted dwelling units (inclusive of Affordable

Dwelling Units (ADUs) to 149 single-family detached (SFD), 507 single-family attached (SFA), and 846 multifamily (MF) dwelling units;

• Revise the design and layout of the development on the CDP; • Eliminate the proffer to include up to 136,850 SF of commercial floor space in Land Bay A; • Eliminate the proffer to either dedicate a 3.75-acre library site to the County or create a building

within Land Bay A that accommodates a 40,000 SF public library; and • Revise the timing and total amount of cash contributions for transportation improvements and

capital facilities improvements. The current phasing of commercial development in Land Bay E began with ZMAP-2005-0020: 1) constructing at least 20,000 SF of commercial floor space prior to issuance of the zoning permit for the 500th residence; and 2) constructing 50,000 SF of commercial floor space prior to issuance of the zoning permit for the 1,000th residence. ZMAP-2013-0002 and ZCPA-2013-0001, Brambleton Active Adult originally included the request to remove this phasing; but in response to staff concerns at the time the applicant retained the commitment prior to the Planning Commission Public Hearing. Planning Commission: The Commission held a public hearing on October 22, 2019. There were two members of the public who spoke in support of the application. They were residents of the development who were concerned with premature development of the commercial floor space without necessary residents to support the desired tenants. The Commission briefly discussed the difference in providing proffered commitments at zoning permit as opposed to occupancy permit. The Commission forwarded (8-0-1: Lloyd absent) the application to the Board with a recommendation of approval.

https://lfportal.loudoun.gov/LFPortalinternet/0/edoc/190166/Item%2019%20-%20ZMAP%202013%200002%20Brambleton%20Active%20Adult-SUPPLEMENTAL.pdf



The applicant has not held any community meetings. Staff has received no comments on Loudoun Online Land Application System (LOLA), regarding this request. The staff reports and associated attachments can be viewed online on LOLA at www.loudoun.gov/lola; search “ZCPA-2018-0008.” OUTSTANDING ISSUES: This application is limited to changing the proffered phasing of commercial development in Land Bay E relative to active adult residences. There are no changes to the CDP. There are no outstanding issues. POLICY ANALYSIS: Zoning Map Amendment Petition (ZMAP) Criteria for Approval - Zoning Ordinance Section 6-1210(E) of the Revised 1993 Loudoun County Zoning Ordinance states that if an application is for a reclassification of property to a different zoning district classification on the Zoning Map, the Planning Commission shall give reasonable consideration to six (6) factors or criteria for approval. These criteria for approval are organized below by category, followed by staff’s analysis. A. Land Use: ZO §6-1210(E)(1) Appropriateness of the proposed uses based on the Comprehensive Plan, trends in growth and development, the current and future requirements of the community as to land for various purposes as determined by population and economic studies and other studies and the encouragement of the most appropriate use of land throughout the locality. Analysis – This application includes changes to the phasing of development in Land Bay E: 1) deferring the first 20,000 SF of commercial development from the 500th to the 1,000th zoning permit for new residences; and 2) deferring the next 30,000 SF of commercial development (for a total of 50,000 SF) from the 1,000th to the 1,250th zoning permit for new residences. This would allow construction of all single family detached and attached units and the majority of the multifamily units; leaving 255 units or 16 percent of the approved units, remaining. There are no changes to the CDP. There is no outstanding land use concern with this request. In conformance with Suburban Policy Area Action 2.1.D, this request would allow flexibility in phasing for the residential and nonresidential components of a multi-use development to best balance the fiscal costs and benefits of the project. For commercial centers to be successful, an adequate number of residents patronizing them is essential. The proposed delay in constructing commercial uses in Land Bay E appears appropriate to provide a successful development. B. Compatibility: ZO §6-1210(E)(2) The existing character and use of the subject property and suitability for various uses, compatibility with uses permitted and existing on other property in the immediate vicinity, and conservation of land values. Analysis – This application does not change the approved CDP or the character of the previously approved uses. There are no compatibility issues with this application.

http://www.loudoun.gov/lola



C. Environmental and Heritage Resources: ZO §6-1210(E)(5) Potential impacts on the environment or natural features including but not limited to wildlife habitat, wetlands, vegetation, water quality (including groundwater), topographic features, air quality, scenic, archaeological, and historic features, and agricultural and forestal lands and any proposed mitigation of those impacts. Analysis – This request does not change the approved CDP, previously approved uses or density, or limits of land disturbance, and as a result there are no new impacts to environmental and heritage resources. D. Transportation: ZO §6-1210(E)(3) Adequacy of sewer and water, transportation, and other infrastructure to serve the uses that would be permitted on the property if it were reclassified to a different zoning district [emphasis added]. Analysis – There are no transportation issues with this proposal and no proposed changes to previously proffered transportation improvements. E. Fiscal Impacts: ZO §6-1210(E)(4) The requirements for airports, housing, schools, parks, playgrounds, recreational areas and other public services. Analysis – Given that changes are limited to phasing in Land Bay E, there are no fiscal impacts associated with this proposal. F. Public Utilities/Public Safety: ZO §6-1210(E)(3) Adequacy of sewer and water, transportation, and other infrastructure to serve the uses that would be permitted on the property if it were reclassified to a different zoning district. (6) The protection of life and property from impounding structure failures [emphasis added]. Analysis – There are no impacts to public utilities and services with this proposal. Water and sewer would continue to be provided by extension of Loudoun Water facilities. DRAFT MOTIONS: 1. I move that the Board of Supervisors forward ZCPA-2018-0008, Birchwood at Brambleton,

to a future Board of Supervisors Business Meeting for action. OR 2a. I move that the Board of Supervisors suspend the rules. AND



2b. I move that the Board of Supervisors approve ZCPA-2018-0008, Birchwood at Brambleton,

subject to the Proffer Statement dated November 19, 2019, and based on the Findings for Approval provided as Attachments 1 and 2 to the December 11, 2019, Board of Supervisors Public Hearing Staff Report.

OR 3. I move an alternate motion. ATTACHMENTS: 1. Proffer Statement (November 19, 2019) 2. Findings for Approval 3. Statement of Justification 4. List of Affected Properties 5. Review Agency Comments 6. Response to Referral Comments

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62

BIRCHWOOD AT BRAMBLETON

PROFFER STATEMENT

ZONING CONCEPT PLAN AMENDMENT ZCPA-2018-0008

November 19, 2019

Attachment 1

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2.

Creighton Road L.L.C., a Michigan limited liability company, is the owner of PIN 161-39-7058,

which includes the area depicted as Land Bay E on the Concept Development Plan approved with

ZMAP-2013-0002/ZCPA-2013-0001 (the “Land Bay E Parcel”). The purpose of these proffers

(the “Proffers”) is to amend the timing of the construction of commercial floor space in Land Bay

E, as proffered with ZMAP-2013-0002/ZCPA-2013-0001. In addition to PIN 161-39-7058, this

ZCPA-2018-0008 also includes the parcels listed in Exhibit A (collectively, the “Property”). As

discussed below, the parcels listed in Exhibit A are not directly affected by these Proffers.

Pursuant to Section 8.6.(b) of the Amended and Restated Declaration For Birchwood Community

Association at Brambleton, dated November 28, 2017 and recorded in the Loudoun County Land

Records as Instrument Number 20171201-0074875 (the “Declaration”), the Declarant (Creighton

Road L.L.C.) has

“the right to seek to subdivide, rezone or amend the zoning or concept plan

applicable to any portion of the Property… during the Development Period, without

the approval of any Owner, except the Owner of the land described in the

application and directly affected by the amendment. To the extent the approval and

consent of any other Owner is required under State or local law to apply for or

obtain any rezoning, development plan, comprehensive plan or proffer condition

amendment or to make any subdivision submission, then each Owner appoints the

Board of Directors of the [Birchwood Community] Association [at Brambleton] as

its attorney-in-fact to sign such application or amendment on behalf of the

Owner….”

As noted above, this ZCPA-2018-0008 proposes to revise the timing of development of

commercial floor space in Land Bay E. Exhibit A lists all parcels other than the Land Bay E Parcel

that are subject to ZMAP-2013-0002/ZCPA-2013-0001. As such, the parcels listed in Exhibit A,

for which proffer commitments are not changing with this application, are not “directly affected”

by these Proffers. Further, the Proffers may, pursuant to the Declaration, be executed on behalf of

the owners of the parcels listed in Exhibit A (“Members of the Birchwood Community Association

at Brambleton”) by the Board of Directors of the Birchwood Community Association at

Brambleton (referred to herein as “Authorized Representative”).

Given the above, Creighton Road L.L.C., the Birchwood Community Association at Brambleton,

and the Authorized Representative (Creighton Road L.L.C., the Birchwood Community

Association at Brambleton and Members of the Birchwood Community Association at Brambleton

being collectively referred to as “Applicant”), on behalf of themselves and their successors in

interest, hereby voluntarily proffer, pursuant to Section 15.2-2303, Code of Virginia (1950), as

amended, and Section 6-1209 of the Revised 1993 Loudoun County Zoning Ordinance, as

amended (the “Zoning Ordinance”), that the development of the Property shall be in substantial

conformance with the Proffers, as set forth below.

All Proffers made herein are contingent upon approval of this ZCPA-2018-0008. In the event

ZCPA-2018-0008 is denied, these Proffers shall be null and void and of no further force and effect,

and the proffers accepted by the Board of Supervisors with ZMAP-2013-0002/ZCPA-2013-0001

will continue in force and effect.

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3.

The Proffers and associated plans approved with ZMAP-2013-0002/ZCPA-2013-0001 (being

referred to as the “Prior Approval”) shall remain in full force and effect as they apply to the

Property, except as specifically amended, deleted or supplemented in these Proffers In the event

of a conflict between these Proffers and the Prior Approvals, these Proffers shall supersede the

Prior Approvals.

The Applicant voluntarily proffers as follows:

II. DEVELOPMENT SCOPE

B. Commercial Development

Proffer II.B.2 approved with the Prior Approval is hereby deleted in its

entirety and replaced with the following language:

2. Prior to the approval of the zoning permit for the 1,000th residential dwelling unit

at the Property, the Applicant shall have received issuance of shell occupancy permits for at least

20,000 square feet of commercial floor space in Land Bay E. Prior to the approval of the zoning

permit for the 1,250th residential dwelling unit at the Property, the Applicant shall have received

issuance of shell occupancy permits for an additional 30,000 square feet of commercial floor space

(for a cumulative total of 50,000 square feet of commercial floor space) in Land Bay E.

Notwithstanding the foregoing, the Zoning Administrator may grant an extension to the timing set

out in this Proffer in the event it is determined that an extraordinary event or circumstance beyond

the control of the Applicant has prevented the fulfillment of its obligations under this Proffer.

The undersigned hereby warrants that all owners with any legal interest in the Property

have signed these Proffers, or that it has been signed on their behalf by an Authorized

Representative, that no signature from any additional party is necessary for these Proffers to be

binding and enforceable in accordance with their terms, that they have full authority to bind the

Property to these conditions, and that the Proffers are entered into voluntarily.

[SIGNATURE PAGE FOLLOWS]

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4.

OWNER:

CREIGHTON ROAD L.L.C., A MICHIGAN

LIMITED LIABILITY COMPANY

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify

that ____________________________________ of Creighton Road L.L.C., a Michigan limited

liability company, whose name is signed to the foregoing Proffer Statement, appeared before me

and personally acknowledged the same in my jurisdiction aforesaid.

GIVEN under my hand and seal this _______ day of _______________________, 2019.

Notary Public

My Commission Expires:

Notary Registration #: ______________________________

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5.

OWNER:

BIRCHWOOD COMMUNITY ASSOCIATION

AT BRAMBLETON

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )


that ____________________________________ of Birchwood Community Association at

Brambleton, whose name is signed to the foregoing Proffer Statement, appeared before me and

personally acknowledged the same in my jurisdiction aforesaid.


Notary Public



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6.

AUTHORIZED REPRESENTATIVE:

BOARD OF DIRECTORS OF BIRCHWOOD

COMMUNITY ASSOCIATION AT

BRAMBLETON

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )


that _______________________ as _________________ of the Board of Directors of Birchwood

Community Association at Brambleton, whose name is signed to the foregoing Proffer Statement,

appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


Notary Public



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7.

EXHIBIT A

CREIGHTON ROAD LLC

161493453000 /92/Q/1//PH22/

161401244000 /92/Q/1//PH18/

161499644000 /92/Q/1//PH27/

161497064000 /92/Q/1//PH25/

161497662000 /92/Q/1///PH4/

161494245000 /92/Q/1//PH13/

161492352000 /92/Q/1//PH23/

161498560000 /92/Q/1//PH26/

161395044000 /92/M/4//6170/

161395040000 /92/M/4//6171/

161395037000 /92/M/4//6172/

161395034000 /92/M/4//6173/

161395030000 /92/M/4//6174/

161393928000 /92/M/4//6175/

161393527000 /92/M/4//6176/

161393227000 /92/M/4//6177/

161392827000 /92/M/4//6178/

161391340000 /92/M/4//6183/

161391639000 /92/M/4//6184/

161392039000 /92/M/4//6185/

161392339000 /92/M/4//6186/

161392839000 /92/M/4//6187/

161393140000 /92/M/4//6188/

161393540000 /92/M/4//6189/

161393840000 /92/M/4//6190/

161388026000 /92/M/5//6191/

161388229000 /92/M/5//6192/

161388332000 /92/M/5//6193/

161388535000 /92/M/5//6194/

161388637000 /92/M/5//6195/

161388840000 /92/M/5//6196/

161388943000 /92/M/5//6197/

161389149000 /92/M/5//6198/

161389153000 /92/M/5//6199/

161389256000 /92/M/5//6200/

161389259000 /92/M/5//6201/

161389362000 /92/M/5//6202/

161389365000 /92/M/5//6203/

161389368000 /92/M/5//6204/

161388172000 /92/M/5//6210/

161388068000 /92/M/5//6211/

161387965000 /92/M/5//6212/

161387863000 /92/M/5//6213/

161387760000 /92/M/5//6214/

161387657000 /92/M/5//6215/

161387553000 /92/M/5//6216/

161387449000 /92/M/5//6217/

161387345000 /92/M/5//6218/

161387242000 /92/M/5//6219/

161387140000 /92/M/5//6220/

161386937000 /92/M/5//6221/

161386047000 /92/M/5//6222/

161385748000 /92/M/5//6223/

161385449000 /92/M/5//6224/

161385150000 /92/M/5//6225/

161384851000 /92/M/5//6226/

161384552000 /92/M/5//6227/

161384054000 /92/M/5//6228/

161383755000 /92/M/5//6229/

161383557000 /92/M/5//6230/

161383158000 /92/M/5//6231/

161382762000 /92/M/5//6232/

161382464000 /92/M/5//6233/

161382266000 /92/M/5//6234/

161381968000 /92/M/5//6235/

161381671000 /92/M/5//6236/

161381473000 /92/M/5//6237/

161381275000 /92/M/5//6238/

161480978000 /92/M/5//6239/

161480780000 /92/M/5//6240/

161480185000 /92/M/5//6241/

161480289000 /92/M/5//6242/

161480392000 /92/M/5//6243/

161480494000 /92/M/5//6244/

161480698000 /92/M/5//6245/

161481589000 /92/M/5//6246/

161481886000 /92/M/5//6247/

161482084000 /92/M/5//6248/

161482282000 /92/M/5//6249/

161482480000 /92/M/5//6250/

161482778000 /92/M/5//6251/

161383074000 /92/M/5//6252/

161383372000 /92/M/5//6253/

161383670000 /92/M/5//6254/

161383868000 /92/M/5//6255/

161384167000 /92/M/5//6256/

161384465000 /92/M/5//6257/

161384964000 /92/M/5//6257/

161385262000 /92/M/5//6259/

161385561000 /92/M/5//6259/

161385860000 /92/M/5//6261/

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8.

161386159000 /92/M/5//6262/

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161484996000 /92/M/5//6277/

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161486286000 /92/M/5//6280/

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161486884000 /92/M/5//6282/

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160188597000 /92/M/5//6413/

160188199000 /92/M/5//6414/

160187800000 /92/M/5//6415/

160187402000 /92/M/5//6416/

160187103000 /92/M/5//6417/

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160186306000 /92/M/5//6419/

160186007000 /92/M/5//6420/

160185609000 /92/M/5//6421/

160185210000 /92/M/5//6422/

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160183820000 /92/M/5//6424/

160183616000 /92/M/5//6425/

160183513000 /92/M/5//6426/

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160183205000 /92/M/5//6428/

160183102000 /92/M/5//6429/

160183098000 /92/M/5//6430/

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161482177000 /92/M/5//6435/

161482073000 /92/M/5//6436/

161481971000 /92/M/5//6437/

161481868000 /92/M/5//6438/

161481048000 /92/M/5//6444/

161480945000 /92/M/5//6445/

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9.

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WINCHESTER HOMES INC.

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BIRCHWOOD MEWS CONDOMINIUM

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SUMMIT AT BIRCHWOOD CONDOMINIMUM

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BIRCHWOOD COMMUNITY ASSOCIATION AT

BRAMBLETON

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STONEWALL VIRGINIA LLC

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RESIDENTIAL UNIT OWNERS

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TOMPKINS, RONALD D & TOMPKINS,

LINDA G

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PASHIKANT, NARENDER &

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SANDRA A

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ROBIN

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TRUST

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M

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SHARMA, JAG MOHAN & SHARMA,

NITA

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M

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KALMEN I

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MCGHEE, CAMILLA

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NAIR LIVING TRUST & NAIR, SUJATHA

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GALE

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SHERRY L

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O'BRIEN, WILLIAM J & O'BRIEN,

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L

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L

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PETER MAINE II

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TOMPKINS, RONALD D & TOMPKINS,

LINDA G

170562449 v14

15.

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TELLO, ERNEST FREDERICK & TELLO,

JANICE GAYLE,

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LINDA

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SINGER, JEFFREY A & SINGER,

MICHELLE D

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MCGRAW, SANDRA C & MCGRAW,

CHRISTOPHER M & MCGRAW, KELLY

S,

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KUDARAVALLI, KRISHNA R

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DEBORAH L

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SOLODAR, DARYL M & SOLODAR, IRI

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MONICA

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SUSAN A

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YASUTIS, LOIS ANN & YASUTIS,

WILLIAM CASIMIR JR

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GLENN M

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NANCY

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D HAYWARD REVOCABLE LIVING

TRUST & JEANNE D HAYWARD

REVOCABLE LIVING TRUST

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170562449 v14

16.

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CAROLYN I TR & DURKIN FAMILY

TRUST

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KATHERINE K

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CROLL, ALAN & CROLL, CAROL ANN

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ALICE K

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RONALD JOSEPH

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MANCUS, SUZANNE

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BAGG, MARY E & BAGG, NICHOLAS E

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THOESEN, RICHARD CRAIG &

THOESEN, MARY JUDITH

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KALRO, USHA CHANDRU TR &

CHANDRU & USHA KALRO JOINT

TRUST

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BARRIENTOS, PETRA

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PAMELA LYNN

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HASHEM

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STANLEY, RONDINE M

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ELIZABETH J

FINDINGS FOR APPROVAL ZCPA-2018-0008


1. The proposal is limited to the amending the proffer statement approved with BrambletonActive Adult (ZMAP-2013-0002, ZCPA-2013-0001) in order to change the phasing ofcommercial development relative to active adult residences.

2. The proposal is consistent with the Loudoun County 2019 Comprehensive Plan SuburbanPolicy Area Action 2.1.D to allow flexibility in phasing for the residential and nonresidentialcomponents of a multi-use development to best balance the fiscal costs and benefits of theproject.

3. The project will continue to comply with all other existing approvals and the Revised 1993Zoning Ordinance.

Attachment 2

Birchwood at Brambleton ZCPA-2018-0008

Statement of Justification September 12 2019

I. Introduction

Creighton Road L.L.C. (the “Applicant”) respectfully request Zoning Concept PlanAmendment (“ZCPA”) approval to permit the amendment of one proffered condition previously approved for the Birchwood at Brambleton active adult community (the “Birchwood community”). ZMAP-2013-0002 and ZCPA-2013-0001, Brambleton Active Adult, which were approved by the Board of Supervisors in July 2015, permit the Birchwood community to include up to 1,502 residential units, attractive open spaces, a variety of community facilities and community-serving commercial uses.

While the Applicant only seeks to make one proffer amendment, it is necessary to include in this application all of the parcels that are subject to the existing proffers. Those parcels are listed in Exhibit A and are collectively identified herein as the “Property”. The Property lies within the Blue Ridge Election District.

II. Background

Zoning approvals for the Birchwood community were initially approved by theCounty in October 2007. In 2012, the Applicant submitted ZMAP-2013-0002 and ZCPA-2013-0001, which included certain amendments to the original approval. The Proffers approved with ZMAP-2013-0002 and ZCPA-2013-0001 currently govern the development of the Property.

The Applicant has updated its request under this ZCPA-2018-0008 to only propose one amendment to the proffers approved for the Birchwood community. The revision is in reference to the timing prescribed by Proffer II.B2 for the phased development of commercial floor space within Land bay E. For the reasons discussed below, this revision is necessary and appropriate.

III. Zoning Concept Plan Amendment Proposal

Proffer II.B concerns the establishment of community-serving commercial floorspace in Land Bay E and provides triggers by which the floor space must be constructed. To provide a sufficient number of residents proximate to Land Bay E needed to attract the quality of tenants the community expects and desires, the Applicant seeks to defer the trigger by which it would deliver 20,000 square feet of commercial floor space to prior to the approval of the zoning permit for the 1,000th residential unit within the Birchwood community. The Applicant would then need to construct another 30,000 square feet of commercial floor space in Land Bay E (for a cumulative total of 50,000 square feet) prior to the approval of the zoning permit for the 1,250th residential unit within the Birchwood community. This would ensure there are adequate residents living in close proximity to the retail and service uses.

Attachment 3

IV. Issues for Consideration Per Section 6-1210(E) of the Zoning Ordinance, the following issues should be considered by all zoning concept plan amendment applications: Matter 1. Is the proposed ZCPA consistent with the Comprehensive Plan, trends in

growth and development, the current and future requirements of the community as to land for various purposes as determined by population and economic studies and other studies and the encouragement of the most appropriate use of land throughout the locality?

The ZCPA is consistent with the Comprehensive Plan. Landbay E is designated as Suburban Neighborhood. The Comprehensive Plan identifies retail and service commercial as complementary uses in this designation.

Matter 2. Does the application consider the existing character and use of the subject property and suitability for various uses, compatibility with uses permitted and existing on other property in the immediate vicinity, and conservation of land values?

The application is not seeking to amend the development currently

approved for Landbay E. Matter 3. Is the site served by adequate water, sewer, transportation and other

infrastructure? The Applicant has extended public water and sewer to Landbay E . The

application is not seeking to amend the development currently approved for Landbay E.

Matter 4. Does the application address the requirements for airports, housing,

schools, parks, playgrounds, recreational areas and other public services?

The application does not seek to change the use approved for Landbay E

or intensify this use. Matter 5. Does the application address potential impacts on the environment or

natural features including but not limited to wildlife habitat, wetlands, vegetation, water quality (including groundwater), topographic features, air quality, scenic, archaeological, and historic features, and agricultural and forestal lands and any proposed mitigation of those impacts.

Landbay E has previously been approved for development. The Applicant

does not intend to extend the limits of clearing and grading as part of the proposed ZCPA.

Matter 6. Does the application impact the protection of life and property from

impounding structure failures?

Not applicable. V. Summary The Applicant seeks approval of a modest revision to one of the proffered conditions currently approved for the Property. The proposal would allow an appropriate revision to the timescale by which commercial floor space within Landbay E would need to be developed. The proposed proffer amendment would allow sufficient homes to be constructed within the Birchwood community to generate sufficient customers needed to attract the type and quality of retailers expected and desired by the Community. The Applicant respectfully requests approval of the requested proffer amendment by Staff, the Planning Commission and Board of Supervisors.

EXHIBIT A

170653791 v11

CREIGHTON ROAD LLC

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SUMMIT AT BIRCHWOOD CONDOMINIMUM DEVELOPMENT LLC

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BIRCHWOOD COMMUNITY ASSOCIATION (*AUTHORIZED REPRESENTATIVE)*

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CREIGHTON ROAD LLC

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Attachment 4

211416592 v1

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42739 CUSHING TER 161383670000 /92/M/5//6254/

42741 CUSHING TER

161383868000 /92/M/5//6255/

42743 CUSHING TER

161384167000 /92/M/5//6256/

42745 CUSHING TER

161384465000 /92/M/5//6257/ 42747 CUSHING TER

161384964000 /92/M/5//6257/

42751 CUSHING TER

161385262000 /92/M/5//6259/ 42753 CUSHING TER

161385561000 /92/M/5//6259/

42755 CUSHING TER

161385860000 /92/M/5//6261/

42757 CUSHING TER

161386159000 /92/M/5//6262/

42759 CUSHING TER

161386458000 /92/M/5//6263/

42761 CUSHING TER

161386771000 /92/M/5//6264/

42760 CUSHING TER

211416592 v1

161386473000 /92/M/5//6265/

42758 CUSHING TER

161386174000 /92/M/5//6266/

42756 CUSHING TER

161385975000 /92/M/5//6267/

42754 CUSHING TER

161385676000 /92/M/5//6268/

42752 CUSHING TER

161385377000 /92/M/5//6269/

42750 CUSHING TER

161485078000 /92/M/5//6270/

42748 CUSHING TER

161484780000 /92/M/5//6271/

42746 CUSHING TER

161483885000 /92/M/5//6272/

23682 JAYADEV TER

161484187000 /92/M/5//6273/

23680 JAYADEV TER

161484389000 /92/M/5//6274/

23678 JAYADEV TER

161484592000 /92/M/5//6275/

23676 JAYADEV TER 161484794000 /92/M/5//6276/

23674 JAYADEV TER

161484996000 /92/M/5//6277/

23672 JAYADEV TER

161485789000 /92/M/5//6278/

42773 FIREFLY SONATA TER

161486088000 /92/M/5//6279/ 42775 FIREFLY SONATA TER

161486286000 /92/M/5//6280/


161486585000 /92/M/5//6281/


161486884000 /92/M/5//6282/ 42781 FIREFLY SONATA TER 161487183000 /92/M/5//6283/


161486700000 /92/M/5//6284/


161487099000 /92/M/5//6285/


161487398000 /92/M/5//6286/

42780 FIREFLY SONATA TER 161487697000 /92/M/5//6287/


161487996000 /92/M/5//6288/



23675 KINSTON FERRY TER

161489494000 /92/M/5//6291/


161489497000 /92/M/5//6292/


161489400000 /92/M/5//6293/ 23669 KINSTON FERRY TER 161489403000 /92/M/5//6294/


161489306000 /92/M/5//6295/


161489309000 /92/M/5//6296/


161489312000 /92/M/5//6297/


161488513000 /92/M/5//6298/

42787 AUTUMN DAY TER 161488214000 /92/M/5//6299/

42785 AUTUMN DAY TER

161487914000 /92/M/5//6300/


161487615000 /92/M/5//6301/

42781 AUTUMN DAY TER 161487316000 /92/M/5//6302/


161484311000 /92/M/5//6310/

23669 JAYADEV TER

161484108000 /92/M/5//6311/

23671 JAYADEV TER

161483906000 /92/M/5//6312/

23673 JAYADEV TER

161483704000 /92/M/5//6313/

23675 JAYADEV TER

161483401000 /92/M/5//6314/

23677 JAYADEV TER

161482995000 /92/M/5//6315/

42726 CUSHING TER

161482797000 /92/M/5//6316/

42724 CUSHING TER

161482599000 /92/M/5//6317/ 42722 CUSHING TER

161482301000 /92/M/5//6318/

42720 CUSHING TER 161482004000 /92/M/5//6319/

42718 CUSHING TER

211416592 v1

161481008000 /92/M/5//6320/


161481111000 /92/M/5//6321/



161481316000 /92/M/5//6323/


161481419000 /92/M/5//6324/


161481622000 /92/M/5//6325/


161481937000 /92/M/5//6326/


161481730000 /92/M/5//6327/ 42729 AUTUMN DAY TER

161482328000 /92/M/5//6328/


161482734000 /92/M/5//6329/


161483332000 /92/M/5//6330/


161483125000 /92/M/5//6331/


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161484029000 /92/M/5//6333/


161484627000 /92/M/5//6334/


161484420000 /92/M/5//6335/

42757 AUTUMN DAY TER 161485018000 /92/M/5//6336/


161485424000 /92/M/5//6337/ 42761 AUTUMN DAY TER 161485835000 /92/M/5//6338/


161486042000 /92/M/5//6339/ 42758 AUTUMN DAY TER

161485444000 /92/M/5//6340/

42756 AUTUMN DAY TER 161485138000 /92/M/5//6341/ 42754 AUTUMN DAY TER

161484540000 /92/M/5//6342/


161484747000 /92/M/5//6343/

42744 AUTUMN DAY TER 161484149000 /92/M/5//6344/


161483843000 /92/M/5//6345/


160188597000 /92/M/5//6413/

42780 LITTLEHALES TER

160188199000 /92/M/5//6414/


160187800000 /92/M/5//6415/


160187402000 /92/M/5//6416/


160187103000 /92/M/5//6417/


160186704000 /92/M/5//6418/


160186306000 /92/M/5//6419/

42756 LITTLEHALES TER 160186007000 /92/M/5//6420/


160185609000 /92/M/5//6421/



160184811000 /92/M/5//6423/


160183820000 /92/M/5//6424/


160183616000 /92/M/5//6425/


160183513000 /92/M/5//6426/



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160183102000 /92/M/5//6429/



160182894000 /92/M/5//6431/


160182791000 /92/M/5//6432/




161482177000 /92/M/5//6435/


211416592 v1

161482073000 /92/M/5//6436/



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161480740000 /92/M/5//6447/



161480432000 /92/M/5//6449/




161480123000 /92/M/5//6452/ 23641 SEPTEMBER SUN SQ

161480020000 /92/M/5//6453/


161479817000 /92/M/5//6454/


161479714000 /92/M/5//6455/


161479509000 /92/M/5//6456/



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161479095000 /92/M/5//6461/


161478992000 /92/M/5//6462/


161-39-7058-000 /92////////15/ 42842 ARCOLA BLVD 161-38-1460-000 /92/M/5//C-4B/

160184398000 /92/M/5//6374/


160184796000 /92/M/5//6375/


160185195000 /92/M/5//6376/


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160186589000 /92/M/5//6380/


160186988000 /92/M/5//6381/


160187386000 /92/M/5//6382/



161488365000 /92/M/5//6385/

23606 JAYADEV TER

161488261000 /92/M/5//6386/

23610 JAYADEV TER 161488057000 /92/M/5//6387/

23614 JAYADEV TER

161487954000 /92/M/5//6388/

23618 JAYADEV TER

161487750000 /92/M/5//6389/

23622 JAYADEV TER

161487646000 /92/M/5//6390/

23626 JAYADEV TER

161487542000 /92/M/5//6391/

23630 JAYADEV TER

161486833000 /92/M/5//6392/

42768 AUTUMN DAY TER 161487231000 /92/M/5//6393/ 42772 AUTUMN DAY TE 161487630000 /92/M/5//6394/


161488029000 /92/M/5//6395/


161488428000 /92/M/5//6396/




211416592 v1

161489333000 /92/M/5//6399/




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161489549000 /92/M/5//6403/


161489653000 /92/M/5//6404/


161489656000 /92/M/5//6405/

23617 KINSTON FERRY TER 161489760000 /92/M/5//6406/


161489765000 /92/M/5//6407/


161486471000 /92/M/5//6365/

42766 THREADFIN TER

160195794000 /92/M/3//6092/

42863 BEAVER CROSSING SQ

160195801000 /92/M/3//6093/

42861 BEAVER CROSSING SQ 161496926000 /92/M/2LC/PH2/

23654 HAVELOCK WALK TER

161495257000 /92/Q/1//PH24/

CREIGHTON LAND LLC

16028952600 /92/M/1//6015 42771 CUMULUS TER 16028932300 /92/M/1//6016/ 42769 CUMULUS TER 16028912000 /92/M/1//6017/ 42767 CUMULUS TER 16028881300 /92/M/1//6018/ 42788 MACBETH TER 16028901100 /92/M/1//6019/ 42790 MACBETH TER 16028931000 /92/M/1//6020/ 42792 MACBETH TER 160289609000 /92/M/1//6021/

42794 MACBETH TER 16029020700 /92/M/1//6023/ 42798 MACBETH TER 16029050600 /92/M/1//6024/ 42800 MACBETH TER 16029999300 /92/M/1//6025/ 42799 MACBETH TER 16028959400 /92/M/1//6026/ 42797 MACBETH TER 16028929500 /92/M/1//6027/ 42795 MACBETH TER 16028909600 /92/M/1//6028/ 42793 MACBETH TER 16028879700 /92/M/1//6029/ 42791 MACBETH TER 160288498000 /92/M/1//6030/

42789 MACBETH TER 16028819800 /92/M/1//6031/ 42787 MACBETH TER 16028809000 /92/M/1//6032/ 42743 CUMULUS TER 16028798700 /92/M/1//6033/ 42741 CUMULUS TER 16028788400 /92/M/1//6034/ 42739 CUMULUS TER 16028778100 /92/M/1//6035/ 42737 CUMULUS TER 16028767800 /92/M/1//6036/ 42735 CUMULUS TER 16018757500 /92/M/1//6037/ 42733 CUMULUS TER 16018747200 /92/M/1//6038/ 42731 CUMULUS TER 160299908000 /92/M/1//6022/

42796 MACBETH TER


161483245000 /92/M/5//6346/


161483352000 /92/M/5//6347/

42730 AUTUMN DAY TER 161482754000 /92/M/5//6348/


161482448000 /92/M/5//6349/


161483370000 /92/M/5//6350/

42739 THREADFIN TER

161483163000 /92/M/5//6351/

42741 THREADFIN TER

211416592 v1

161483761000 /92/M/5//6352/

42743 THREADFIN TER

161484067000 /92/M/5//6353/

42745 THREADFIN TER

161484665000 /92/M/5//6354/

42753 THREADFIN TER

161484458000 /92/M/5//6355/

42755 THREADFIN TER

161485056000 /92/M/5//6356/

42757 THREADFIN TER

161485362000 /92/M/5//6357/

42759 THREADFIN TER

161485960000 /92/M/5//6358/

42767 THREADFIN TER

161485853000 /92/M/5//6359/

42769 THREADFIN TER

161486450000 /92/M/5//6360/

42771 THREADFIN TER 161486757000 /92/M/5//6361/

42773 THREADFIN TER

161487168000 /92/M/5//6362/ 42772 THREADFIN TER

161487375000 /92/M/5//6363/

42770 THREADFIN TER

161486777000 /92/M/5//6364/

42768 THREADFIN TER

161485873000 /92/M/5//6366/

42758 THREADFIN TER

160185980000 /92/M/5//6367/

42756 THREADFIN TER

160185382000 /92/M/5//6368/

42754 THREADFIN TER

161485076000 /92/M/5//6369/

42752 THREADFIN TER

160184478000 /92/M/5//6370/

42744 THREADFIN TER

160184685000 /92/M/5//6371/

42742 THREADFIN TER

160184087000 /92/M/5//6372/

42740 THREADFIN TER

160183781000 /92/M/5//6373/

42738 THREADFIN TER

160196600000 /92/M/3//6090/


160196493000 /92/M/3//6091/



160100308000 /92/M/3//6067/


160100008000 /92/M/3//6068/

42902 BEAVER CROSSING SQ 160199609000 /92/M/3//6069/


160199210000 /92/M/3//6070/



160198411000 /92/M/3//6072/


160198012000 /92/M/3//6073/


160197413000 /92/M/3//6074/


160197014000 /92/M/3//6075/


160196614000 /92/M/3//6076/ 42866 BEAVER CROSSING SQ 160196215000 /92/M/3//6077/


160195815000 /92/M/3//6078/


160195416000 /92/M/3//6079/


160195117000 /92/M/3//6080/


160194618000 /92/M/3//6081/


161488468000 /92/M/5//6384/

23602 JAYADEV TER

161490073000 /92/M/5//6408/


161489674000 /92/M/5//6409/


161489376000 /92/M/5//6410/


161488977000 /92/M/5//6411/


160188579000 /92/M/5//6412/


211416592 v1

161491744000 /92/M/4//6122/

42889 SANDY QUAIL TER

161492144000 /92/M/4//6123/


161492444000 /92/M/4//6124/


161492744000 /92/M/4//6125/


161493044000 /92/M/4//6126/


161493233000 /92/M/4//6127/

42826 MORNING LIGHT TER

161492933000 /92/M/4//6128/


161492633000 /92/M/4//6129/


161492333000 /92/M/4//6130/


161492033000 /92/M/4//6131/


161491633000 /92/M/4//6132/


161491921000 /92/M/4//6133/

23642 CHALMERS CROSSING TER

161491918000 /92/M/4//6134/


161491915000 /92/M/4//6135/


161491912000 /92/M/4//6136/


161491909000 /92/M/4//6137/


161492005000 /92/M/4//6138/


161492001000 /92/M/4//6139/


161492098000 /92/M/4//6140/


161492095000 /92/M/4//6141/

23660 CHALMERS CROSSING TER 161492092000 /92/M/4//6142/


161492088000 /92/M/4//6143/



160194803000 /92/M/3//6094/



161391954000 /92/M/4//6150/

42838 CRANE MEADOWS SQ

161392354000 /92/M/4//6151/


161392754000 /92/M/4//6152/


161393154000 /92/M/4//6153/

42846 CRANE MEADOWS SQ 161393454000 /92/M/4//6154/


161393855000 /92/M/4//6155/


161393466000 /92/M/4//6157/

23699 CYPRESS GLEN SQ

161393470000 /92/M/4//6158/


161393473000 /92/M/4//6159/


161393476000 /92/M/4//6160/ 23693 CYPRESS GLEN SQ 161493380000 /92/M/4//6161/


161394963000 /92/M/4//6166/

23702 CYPRESS GLEN SQ 161394959000 /92/M/4//6167/


161394956000 /92/M/4//6168/


161394952000 /92/M/4//6169/


161394874000 /92/M/4//6163/ 23694 CYPRESS GLEN SQ

161392827000 /92/M/4//6178/


161392027000 /92/M/4//6180/


161391726000 /92/M/4//6181/


161391426000 /92/M/4//6182/


161486621000 /92/M/5//6303/

23652 JAYADEV TER

161486517000 /92/M/5//6304/

23654 JAYADEV TER

161486415000 /92/M/5//6305/

23656 JAYADEV TER

211416592 v1

161486212000 /92/M/5//6306/

23658 JAYADEV TER

161486109000 /92/M/5//6307/

23660 JAYADEV TER

161485907000 /92/M/5//6308/

23662 JAYADEV TER

161485803000 /92/M/5//6309/

23664 JAYADEV TER

161481765000 /92/M/5//6439/


161481662000 /92/M/5//6440/


161481459000 /92/M/5//6441/




161389477000 /92/M/5//6205/


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161488180000 /92/M/5//6209/


BIRCHWOOD MEWS CONDOMINIMUM DEVELOPMENT LLC

161497053007 /92/U/11414202


161497053008 /92/U/11414203


161497053003 /92/U/11414113


161497053010 /92/U/11414205


161497053011 /92/U/11414207


161497053012 /92/U/11414209


161497053013 /92/U/11414210


161497053014 /92/U/11414211


161497053016 /92/U/11414215


161497053022 /92/U/11414301


161497053023 /92/U/11414302


161497053024 /92/U/11414303

23631 HAVELOCK WALK TER 161497053026 /92/U/11414305


161497053028 /92/U/11414309


161497053030 /92/U/11414311


161497053039 /92/U/11414402


161497053040 /92/U/11414403


161497053044 /92/U/11414409


161499455001 /92/U/11515108 23630 HAVELOCK WALK TER 161499455002 /92/U/11515109


161499455003 /92/U/11515113


161499455004 /92/U/11515114



161499455006 /92/U/11515201


161499455007 /92/U/11515202


161499455008 /92/U/11515203


161499455009 /92/U/11515204


161499455010 /92/U/11515205


161499455011 /92/U/11515207


161499455012 /92/U/11515209


161499455013 /92/U/11515210


211416592 v1

161499455014 /92/U/11515211


161499455015 /92/U/11515213


161499455016 /92/U/11515215


161499455017 /92/U/11515217



161499455019 /92/U/11515220


161499455020 /92/U/11515221


161499455021 /92/U/11515300


161499455022 /92/U/11515301


161499455023 /92/U/11515302


161499455024 /92/U/11515303


161499455025 /92/U/11515304


161499455026 /92/U/11515305


161499455027 /92/U/11515307


161499455028 /92/U/11515309


161499455029 /92/U/11515310


161499455030 /92/U/11515311


161499455031 /92/U/11515313


161499455032 /92/U/11515315


161499455033 /92/U/11515317


161499455034 /92/U/11515318


161499455035 /92/U/11515320


161499455036 /92/U/11515321


161499455037 /92/U/11515400


161499455038 /92/U/11515401


161499455039 /92/U/11515402


161499455040 /92/U/11515403


161499455041 /92/U/11515404


161499455042 /92/U/11515405



161499455044 /92/U/11515409


161499455045 /92/U/11515410


161499455046 /92/U/11515413



161499455048 /92/U/11515417


161499455049 /92/U/11515418

23630 HAVELOCK WALK TER 161499455050 /92/U/11515420 23630 HAVELOCK WALK TER 161499455051 /92/U/11515421


161497053003 /92/U/11414113


SUMMIT AT BIRCHWOOD CONDOMINIMUM DEVELOPMENT LLC

161495365000 /92/Q/1///PH3/

161493669008 /92/T/1P22-08/


161493669009 /92/T/1P22-09/ 42906 SANDY QUAIL TER

161409957000 /92/Q/1///PH5/

161493679001 /92/T/1P11-01/ 42837 LITTLEHALES TER 161493679002 /92/T/1P11-02/


161493679006 /92/T/1P11-06/

42831 LITTLEHALES TER 161493669003 /92/T/1P22-03/


211416592 v1

161493669005 /92/T/1P22-05/


BIRCHWOOD COMMUNITY ASSOCIATION

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160192200 /92/S/1/////B/



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42955 ADAGIO ASHWOOD DR

161304641000 /92/M/2LBP1A2/

42951 SUMMER GROVE TER VAN METRE AT BIRCHWOOD VILLAS LLC

160295890000 /92/M/1//5988/

42853 CUMULUS TER

16029103000 /92/M/1//6009/ 42803 CUMULUS TER 16029073200 /92/M/1//6010/ 42801 CUMULUS TER 16029043900 /92/M/1//6011/ 42785 CUMULUS TER 16029013800 /92/M/1//6012/ 42783 CUMULUS TER 16028963300 /92/M/1//6014/ 42779 CUMULUS TER 16018587000 /92/M/1//6039/ 42726 CUMULUS TER 16028617900 /92/M/1//6042/ 42732 CUMULUS TER 16028628200 /92/M/1//6043/ 42734 CUMULUS TER 16028638500 /92/M/1//6044 42736 CUMULUS TER 16028648800 /92/M/1//6045/ 42738 CUMULUS TER 16028649100 /92/M/1//6046/ 42740 CUMULUS TER 16028864300 /92/M/1//6062/ 42778 CUMULUS TER 16028884600 /92/M/1//6063/ 42780 CUMULUS TER 16028925000 /92/M/1//6065/ 42784 CUMULUS TER 16028945300 /92/M/1//6066/ 42786 CUMULUS TER 16028904800 /92/M/1//6064/ 42782 CUMULUS TER 161304641000 /92/M/2LBP1A2/

42951 SUMMER GROVE TER 16018607600 /92/M/1//6041/ 42730 CUMULUS TER 160286795000 /92/M/1//6047/ 42744 CUMULUS TER 160286898000 /92/M/1//6048/

42746 CUMULUS TER 16028690100 /92/M/1//6049/ 42748 CUMULUS TER 16028700400 /92/M/1//6050/ 42750 CUMULUS TER 16028710700 /92/M/1//6051/ 42752 CUMULUS TER 16028721000 /92/M/1//6052/ 42754 CUMULUS TER 16028731300 /92/M/1//6053 42756 CUMULUS TER 16028761700 /92/M/1//6054/ 42760 CUMULUS TER 16028762000 /92/M/1//6055/ 42762 CUMULUS TER 16028772300 /92/M/1//6056 42764 CUMULUS TER 16028782600 /92/M/1//6057/ 42766 CUMULUS TER 16028802900 /92/M/1//6058/ 42768 CUMULUS TER 16028813200 /92/M/1//6059 42770 CUMULUS TER 16028823400 /92/M/1//6060/ 42772 CUMULUS TER 16028823800 /92/M/1//6061/ 42774 CUMULUS TER

211416592 v1

BIRCHWOOD COMMUNITY MEMBERS

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42809 CUMULUS TER

County of Loudoun

Department of Planning and Zoning

MEMORANDUM

DATE: February 14, 2019

TO: Richard Hancock, AICP Project Manager, Land Use Review

FROM: Marie Genovese, AICP Planner III, Community Planning

SUBJECT: ZCPA 2018-0008 – Birchwood at Brambleton

EXECUTIVE SUMMARY The applicant has responded to Community Planning’s first referral dated November 13, 2018. While the applicant has revised the proffers to address several of Community Planning Staff’s concerns, zoning permit vs. occupancy permit triggers, variety of amenities within each land bay, and noise impacts are still outstanding.

The Birchwood at Brambleton (ZMAP 2013-0002 & ZCPA 2013-0001) development was approved by the Board of Supervisors in July 2015, for the development of up to 1,502 age-restricted dwelling units and up to 152,000 square feet of commercial retail and service uses. The applicant seeks to amend the proffers to revise the timing of certain commitments within the community as well as the layout of community amenities and the commercial retail and service uses.

The approximately 248 acre development is located south of Creighton Road (Route 774), north of Broad Run, on both sides of Loudoun County Parkway (Route 607). Development surrounding the site includes Loudoun Valley Estates II to the north and east, Brambleton to the west, and vacant PD-GI (Planned Development – General Industry) and PD-IP (Planned Development – Industrial Park) zoned land to the south (See Vicinity Map).

Attachment 5

ZCPA 2018-0008, Birchwood at Brambleton Community Planning Second Referral

February 14, 2019 Page 2

The Plan seeks to ensure that residents of retirement housing communities have access to onsite services and amenities or that services and amenities are located within a safe and convenient distance. The applicant seeks to amend the proffers revising the timing of several of the onsite services and amenities. The following table outlines the proposed changes to the proffers:



Current (Land Bay A) Proposed (Land Bay A) 1,000 square foot lawn area with 4 benches concurrent with the development of adjacent residential units within Land Bay A

1,000 square foot lawn area with 4 benches prior to the 40th residential occupancy permit

Bus shelter prior to the 40th residential zoning permit within Land Bay A

Bus shelter prior by December 31, 2019

Current (Land Bay B) Proposed (Land Bay B) 5,000 square foot clubhouse prior to the 400th residential zoning permit within Land Bay B if the first unit constructed is a multi-family structure or prior to the 300th residential zoning permit within Land Bay B if the first unit is a single-family unit

5,000 square foot clubhouse prior to the issuance of the 300th single-family detached or single-family attached (collectively) occupancy permit within Land Bay B

2 multi-purpose courts prior to the 400th residential zoning permit within Land Bay B

Multi-purpose courts moved to Land Bay C

10 exercise stations within Land Bays A, B, and C in conjunction with the construction of trails within these Land Bays

10 exercise stations in conjunction with the opening of the Clubhouse within Land Bay B1

Bus shelter prior to the 100th residential zoning permit within Land Bay B


Current (Land Bay C) Proposed (Land Bay C) 20,000 square foot recreation center and pool prior to the 300th residential zoning permit within Land Bays A and C

20,000 square foot recreation center and pool prior to the 300th residential occupancy permit

One acre community green with 10 benches prior to the 300th residential zoning permit within Land Bays A and C

One acre community green with 10 benches prior to the 300th residential occupancy permit

Trails through the community green prior to the 300th residential zoning permit

Trails through the community green prior to the 300th residential occupancy permit

2 multi-purpose courts prior to the 300th residential zoning permit within Land Bays A and C

4 multi-purpose courts prior to the 300th residential occupancy permit2

Tot lot prior to the 300th residential zoning permit Tot lot prior to the 300th residential occupancy permit3 Bus shelter prior to the 100th residential zoning permit within Land Bay C


Current (Land Bay D) Proposed (Land Bay D) Nature garden prior to the 500th residential zoning permit Nature garden prior to the 500th residential occupancy permit 2 acre community garden prior to the 500th residential zoning permit

2 acre community garden prior to the 500th residential occupancy permit

Trails within Land Bay D prior to the 500th residential zoning permit (does not apply to trails south of Shreveport Drive)

Trails within Land Bay D prior to the 500th residential occupancy permit

Broad Run Trail prior to the 500th residential zoning permit Broad Run Trail prior to the 500th residential occupancy permit

Current (Land Bay E) Proposed (Land Bay E) 20,000 square feet of commercial uses prior to the 500th residential zoning permit

20,000 square feet of commercial uses prior to the 750th residential occupancy permit

30,000 square feet of commercial uses (totaling 50,000 square feet) prior to the 1,000th residential zoning permit

30,000 square feet of commercial uses (totaling 50,000 square feet) prior to the 1,000th residential occupancy permit

Overall Development Current Proposed 16 passenger van/bus service no later than the 100th residential occupancy permit

Van/bus service no later than the 100th residential occupancy permit

Noise impact study concurrent with the submission of the first site plan application or construction plans, whichever is first in time

Noise impact study concurrent with the submission of site plan application for residential units adjacent to Loudoun County Parkway and Shreveport Drive

1The 10 exercise stations have moved from Land Bays A, B, and C to all within Land Bay B

2The other 2 multi-purpose courts were originally proposed within Land Bay B 3Tot lot location is proposed to change, previously located within Land Bays A and C



The applicant has updated the proffers basing the triggers for the services and amenities to residential occupancy permits rather than zoning permits as currently proffered. As stated in the first referral, Community Planning Staff does not object to moving the timing of services and amenities to a later date; however, triggers should remain tied to zoning permit rather than occupancy permit. Tying the delivery of services and amenities to zoning permit places the burden on the applicant rather than the homebuyer (See Proffer Management Team referral for further discussion). Analysis Community Planning Staff recommends extending the timing of services and amenities to a later zoning permit rather than occupancy permit. The response to the Proffer Management Team’s comments provides the applicant has revised the triggers for commercial development to at least 20,000 square feet of commercial uses within Land Bay E prior to the issuance of the 750th zoning permit. The remaining 30,000 square feet of commercial uses for a cumulative total of 50,000 square feet of commercial uses will be constructed prior to the issuance of the 1,000th zoning permit. Community Planning Staff notes, the submitted proffers tie commercial development to occupancy permit rather than zoning permit. Analysis Community Planning Staff recommends updating the proffers linking the development of commercial uses to the 750th and 1,000th the zoning permit consistent with the response to Staff’s comments. The clubhouse in Land Bay B is proffered to be constructed prior to the issuance of the occupancy permit for the 300th single-family detached or single-family attached (collectively) dwelling unit within Land Bay B. As stated above, Community Planning Staff recommends linking the construction of amenities to zoning permit. Additionally, Community Planning Staff notes Land Bay B proposes multi-family dwelling units as well. While Proffer III.A.2.d. proposes meeting space for each multi-family building, the current proffers tie the clubhouse to a specific number residential zoning permits (regardless of unit type) as well as the commitment to meeting space within each multi-family building. Analysis Community Planning Staff recommends updating the proffers linking the development of the clubhouse to a specific number of residential zoning permits within Land Bay B rather than single-family units only. The applicant is proposing to relocate amenities throughout the development. Currently 2 multi-purpose courts are planned for Land Bay B and 2 multi-purpose courts are planned for Land Bay C for a total of 4 multi-purpose courts. The applicant seeks to amend the proffers and CDP, locating all 4 multi-purpose courts within Land Bay C. Additionally, the applicant seeks to amend the proffers and CDP to relocate 10 exercise stations from locating on trails within Land Bays A, B, and C to all within Land Bay B. Loudoun County Parkway separates Land Bay B from Land Bays A and C. As Loudoun County Parkway is planned in its ultimate condition as a 6-lane principal arterial, amenities were planned throughout all the Land Bays to preclude a resident of Land Bay



C wanting to use an exercise station or a resident of Land Bay B wanting to use a multi-purpose court from having to cross Loudoun County Parkway. Analysis Amenities were planned throughout the development so that all residents were proximate to a variety of uses. Community Planning Staff does not recommend relocating all the multi-purpose courts and all the exercise stations to one land bay. Spreading these uses throughout the community ensures that all residents have a variety of choices nearby within a safe and easy walking distance. The applicant proposes to tie the construction of bus shelters to a specific date rather than residential development as currently proffered. Community Planning Staff is unsure why the applicant is proposing to extend the construction of bus shelters to December 31, 2019 when the applicant has stated that all three bus shelters have been constructed. Analysis Community Planning Staff recommends revising the proffers to remove the date certain trigger for the construction of the bus shelters. Since the bus shelters have already been constructed there should be no need to amend the previously approved proffers. The applicant proposes to revise the highway noise impact proffer, removing the requirement for a noise impact study with construction plans and profiles. Community Planning Staff does not support this change as single-family attached dwelling units adjacent to Loudoun County Parkway would no longer be subject to this proffer with the proposed changed. Analysis Community Planning Staff recommends retaining the original language for the highway noise proffer calling for noise impact studies at the time of construction plan or site plan. RECOMMENDATION Community Planning Staff cannot support the amendments to the proffers and CDP as currently proposed. The proffers should be amended to tie the provision of amenities and services to a specific number of zoning permits to ensure the burden of the delivery of the amenities and services is not placed on the homebuyer. Community Planning Staff does not support the change to the proffers relocating the multi-purpose courts and the exercise stations. The development was approved ensuring that all residents were located within a short distance to a variety of amenities as well as provided safe and convenient access to these amenities. Staff is available to meet with the Applicant to discuss this referral and any questions. cc: Alaina Ray, AICP, Director, Planning and Zoning (via e-mail) Dan Galindo, AICP, Community Planning Program Manager (via e-mail)

County of Loudoun


MEMORANDUM

DATE: November 13, 2018 TO: Richard Hancock, AICP

Project Manager, Land Use Review FROM: Marie Genovese, AICP

Planner III, Community Planning SUBJECT: ZCPA 2018-0008 – Birchwood at Brambleton EXECUTIVE SUMMARY The applicant seeks to amend the proffers and CDP approved for the Birchwood at Brambleton active adult development (ZMAP 2013-0002 & ZCPA 2013-0001). The Birchwood at Brambleton development was approved by the Board of Supervisors in July 2015, for the development of up to 1,502 age-restricted dwelling units and up to 152,000 square feet of commercial retail and service uses. The applicant seeks to amend the proffers to revise the timing of certain commitments within the community as well as the layout of community amenities and the commercial retail and service uses. The approximately 248 acre development is located south of Creighton Road (Route 774), north of Broad Run, on both sides of Loudoun County Parkway (Route 607). Development surrounding the site includes Loudoun Valley Estates II to the north and east, Brambleton to the west, and vacant PD-GI (Planned Development – General Industry) and PD-IP (Planned Development – Industrial Park) zoned land to the south (See Vicinity Map).

ZCPA 2018-0008, Birchwood at Brambleton Community Planning Referral

November 13, 2018 Page 2

The Plan seeks to ensure that residents of retirement housing communities have access to onsite services and amenities or that services and amenities are located within a safe and convenient distance. The applicant seeks to amend the proffers revising the timing of several of the onsite services and amenities. The following table outlines the proposed changes to the proffers:



Current (Land Bay A) Proposed (Land Bay A) 1,000 square foot lawn area with 4 benches concurrent with the development of adjacent residential units within Land Bay A

1,000 square foot lawn area by December 31, 2019

Bus shelter prior to the 40th residential zoning permit within Land Bay A


Current (Land Bay B) Proposed (Land Bay B) 5,000 square foot clubhouse prior to the 400th residential zoning permit within Land Bay B if the first unit constructed is a multi-family structure or prior to the 300th residential zoning permit within Land Bay B if the first unit is a single-family unit

5,000 square foot clubhouse no later than 24 months following the issuance of a zoning permit for a single-family unit within Land Bay B

2 multi-purpose courts prior to the 400th residential zoning permit within Land Bay B

Multi-purpose courts moved to Land Bay C by December 31,2019

10 exercise stations within Land Bays A, B, and C in conjunction with the construction of trails within these Land Bays

10 exercise stations no later than 24 months following the issuance of a zoning permit for a single-family unit within Land Bay B1

Bus shelter prior to the 100th residential zoning permit within Land Bay B


Current (Land Bay C) Proposed (Land Bay C) 20,000 square foot recreation center and pool prior to the 300th residential zoning permit within Land Bays A and C

20,000 square foot recreation center and pool by December 31, 2019

One acre community green with 10 benches prior to the 300th residential zoning permit within Land Bays A and C

One acre community green with 10 benches by December 31, 2019

Trails through the community green prior to the 300th residential zoning permit

Trails through the community green by December 31, 2019

2 multi-purpose courts prior to the 300th residential zoning permit within Land Bays A and C

4 multi-purpose courts by December 31, 20192

Tot lot prior to the 300th residential zoning permit Tot lot by December 31, 20193 Bus shelter prior to the 100th residential zoning permit within Land Bay C


Current (Land Bay D) Proposed (Land Bay D) Nature garden prior to the 500th residential zoning permit Nature garden by December 31, 2019 2 acre community garden prior to the 500th residential zoning permit

2 acre community garden by December 31, 2019

Trails within Land Bay D prior to the 500th residential zoning permit (does not apply to trails south of Shreveport Drive)

Trails within Land Bay D by December 31, 2019

Broad Run Trail prior to the 500th residential zoning permit

Broad Run Trail by December 31, 2019

Current (Land Bay E) Proposed (Land Bay E) 20,000 square feet of commercial uses prior to the 500th residential zoning permit

20,000 square feet of commercial uses by December 31, 2023

30,000 square feet of commercial uses (totaling 50,000 square feet) prior to the 1,000th residential zoning permit

30,000 square feet of commercial uses (totaling 50,000 square feet) by December 31, 2026

Overall Development Current Proposed 16 passenger van/bus service no later than the 100th residential occupancy permit

Van/bus service no later than the 250th residential occupancy permit

1The 10 exercise stations have moved from Land Bays A, B, and C to all within Land Bay B

2The other 2 multi-purpose courts were originally proposed within Land Bay B 3Tot lot location is proposed to change, previously located within Land Bays A and C



Removing the triggers for the services and amenities to a date certain rather than tying them to residential development does not ensure the timely delivery of these services and amenities to the residents of the community as they move in to the development. Furthermore, Proffer XVIII allows for the applicant to extend the timing of the proffers with Zoning Administrator approval. Community Planning Staff notes that development of the project is currently underway and there are already residents living in the community. As of November 6, 2018 43 occupancy permits and 285 zoning permits have been issued for the subject site. As most of the proffers are proposed to be provided by December 31, 2019 Community Planning Staff has no idea how many residents will actually be living in the development before any amenities and services are provided. Community Planning Staff also notes that the recreation center in Land Bay C is already far along in the construction phase and appears to be closer to opening than the proposed proffered December 31, 2019 date. Additionally, bus shelters have already been provided in Land Bays A and B and do not need to be extended to December 31, 2019. Similarly, the Statement of Justification indicates the bus/van service is already being provided; therefore, Community Planning Staff is uncertain why the proffers propose moving the trigger to a later development phase. The Statement of Justification provides the timing for the retail uses needs to be extended to ensure there is adequate residential demand for the uses. The Statement of Justification provides the onsite amenities need to be extended to account for the timing of development adjacent to the proposed amenity. Community Planning Staff could be amenable to extending the timing of the amenities to a later phase in the development; however, as currently proposed there is no assurance there will be any amenities to serve the residents until December 31, 2019. Analysis Community Planning Staff recommends extending the timing of amenities to a later zoning permit. The proffers should further be updated to recognize what has already been developed. Community Planning Staff does not recommend extending the timing for the recreation center as it is already under construction and is not required to be completely constructed and operational until the 300th residential zoning permit in Land Bays A and C. Community Planning Staff recognizes that 285 zoning permits have already been issued for the subject property, but that includes multi-family structures in Land Bay B that do not impact the timing of the recreation center. The applicant is proposing to relocate amenities throughout the development. Currently 2 multi-purpose courts are planned for Land Bay B and 2 multi-purpose courts are planned for Land Bay C for a total of 4 multi-purpose courts. The applicant seeks to amend the proffers and CDP, locating all 4 multi-purpose courts within Land Bay C. Additionally, the applicant seeks to amend the proffers and CDP to relocate to relocate 10 exercise stations from locating on trails within Land Bays A, B, and C to all within Land Bay B. Loudoun County Parkway separates Land Bay B from Land Bays A and C. As Loudoun County Parkway is planned in its ultimate condition as a 6-lane principal arterial amenities were planned throughout all the Land Bays to preclude a resident of Land Bay



C wanting to use an exercise station or a resident of Land Bay B wanting to use a multi-purpose court from having to cross Loudoun County Parkway. Analysis Community Planning Staff does not recommend relocating open space amenities to a land bay that cannot be reached conveniently or safely. The existing layout of open space amenities ensures that all residents can safely and easily walk to a variety of uses. The applicant also seeks to amend the escalator for the proffer contributions from the base year of 2015 to 2018. Since all the proffer calculations were determined at the time of the previous application, any change to the escalator would also require a change to all the proffer calculations. Analysis Community Planning Staff does not support amending the escalator for the proffer contributions as all impacts would need to be reassessed to ensure that they are being mitigated. The applicant proposes to amend Proffer III.A.d., which permits the establishment of a 4,500 square foot marketing and sales office within the recreation center proposed within Land Bay C. As currently proposed, the marketing and sales center will be removed within 12 months of the approval of the 1,502nd residential zoning permit (full development). The applicant seeks to amend the proffer to allow the marketing and sales center to extend beyond the proffered removal date if extenuating circumstances are proven to the Zoning Administrator. The Statement of Justification provides the reasoning for prolonging the opening of the recreation center is due to the marketing offices for the Birchwood community being established in the Brambleton Town Center, preventing the need for the recreation facility to be constructed as early as previously proffered. Analysis Community Planning Staff is unsure why Proffer III.A.d. is needed if the marketing offices are located elsewhere than the recreation center. Community Planning Staff recommends removing the marketing and sales office from the proffer. The applicant proposes to amend Proffer B.5. pertaining to the community garden in Land Bay D. The applicant seeks to remove the provision for the development of a single pavilion and/or greenhouse to the development of multiple greenhouses within the community garden. Community Planning Staff notes the CDP (Sheet 13) delineates pavilions within Land Bay D and shows these amenities within the River and Stream Corridor Resource. Analysis Please update the CDP to reference greenhouses within Land Bay D and locate these amenities outside of the River and Stream Corridor Resource. The applicant proposes to revise Proffer V.D. pertaining to the proffered van/bus service. Currently the project will be served by a 16 passenger van/bus to provide transportation



for residents of the community to services and amenities within a 10 mile driving distance of the property as well as to the various amenities within the property’s Land Bays, the Brambleton Town Center, and the proposed Brambleton Center. The applicant seeks to amend the proffer removing the size of the van/bus and adding that the van/bus can be operated without the need for a commercial driver’s license. The Statement of Justification provides that a 16 passenger van requires the driver to have a commercial driver’s license, which places an unnecessary financial burden on the homeowner’s association. Proffer V.D. is also being revised to change the timing of the van/bus service from the 100th residential occupancy permit to the 250th residential occupancy permit. Community Planning Staff notes the Statement of Justification provides this service is already being provided. Community Planning Staff further notes Proffer V.D.3. provides that following the 200th residential occupancy permit, the schedule of the service may be adjusted as deemed appropriate to meet the needs of the residents. Analysis Community Planning Staff has no issue with the reduction in size; however, the proffers should reference the van/bus will meet ADA requirements. Community Planning Staff is unsure why the proffers propose moving the service to a later phase in the development if the service is already established. Lastly, as currently proposed the schedule of the service may be adjusted prior to when the service has to be established as provided in Proffer V.D.1. RECOMMENDATION Community Planning Staff cannot support the amendments to the proffers and CDP as currently proposed. As currently proposed, Community Planning Staff has no idea how many residents will be residing in the community before any amenities are provided. The original approval ensured residents had access to amenities and services early in the development of the community as well as a variety of amenities within each Land Bay for resident safety and convenience. Staff is available to meet with the Applicant to discuss this referral and any questions. cc: Kenny Young, Acting Director, Planning and Zoning (via e-mail) Dan Galindo, AICP, Community Planning Program Manager (via e-mail)

COUNTY OF LOUDOUN

DEPARTMENT OF PLANNING & ZONING

ZONING ADMINISTRATION REFERRAL

DATE: May 14, 2019

TO: Richard Hancock, AICP, Project Manager, Land Use Review

FROM: Kate McConnell, AICP, Senior Planner, Zoning Administration

CC: Chris Mohn, AICP, Deputy Zoning Administrator

CASE NUMBER & NAME: ZCPA-2018-0008 & ZMOD-2019-0040, Birchwood at

Brambleton

2ND REFERRAL COMMENTS

PARCELS: Refer to Application Materials for List of Parcels

Staff reviewed the following materials provided for the above-referenced application: 1) Applicant

Response Letter, dated April 9, 2019; 2) Statement of Justification (SOJ) dated September 10,

2018, revised April 9, 2019; 3) plan set entitled, “Birchwood at Brambleton Zoning Concept Plan

Amendment, ZCPA-2018-0008” dated August 2018, revised April 9, 2019, and prepared by

Urban; and 4) draft proffer statement dated September 12, 2018, revised April 9, 2019.

The application request includes:

1.) ZCPA-2018-0008 – A Zoning Concept Plan Amendment (ZCPA) to amend the proffer

statement to revise the timing for delivery of certain development features, such as

community amenities, commercial floor space and, road construction, and revise the design

of the PD-CC(CC) Zoning District (Landbay E); and

2.) ZMOD-2019-0040 – A revision to a previously approved Zoning Ordinance Modification

(ZMOD) to modify Section 4-207(C) of the Revised 1993 Zoning Ordinance (Zoning

Ordinance) to permit parking adjacent to the northern boundary of the Landbay E.

Staff offers the following comments on the application:

A. MODIFICATION COMMENTS

1. Initial Comment. Section 4-207(C). Based on the revised design within the PD-CC(CC) Zoning District, Staff

questions whether the commercial and service uses and structures will be oriented toward Loudoun County

Parkway and Shreveport Drive and away from adjacent existing and planned minor streets in residential

neighborhoods and from existing and planned adjacent residential neighborhoods not separated from the

district by streets. Should the new design not meet this Zoning Ordinance requirement, then please include a

request to revise the current modification of this standard (see Modification 22) in the resubmission. Please also

evaluate whether the current modification is still necessary considering the new design for the PD-CC(CC)

district.

ZCPA-2018-0008 and ZMOD-2019-0040, Birchwood at Brambleton

3rd Referral

May 14, 2019

Page 2

Response. Modification 22 has been revised with this submission as the current layout necessitates parking

areas adjacent to the northern and western boundaries of Land Bay E. This revision has been made to the

CDP and the ZMOD statement.

Additional Comment. Please also revise the commitment for buffering and screening of parking associated

with modification 22 to apply to the northern boundary of Landbay E on Sheet 16A and in the ZMOD

attachment of the proffer statement.

The ZMOD request has been assigned the application number ZMOD-2018-0040. Please add this number

to the application materials.

Response: With the current layout shown in Landbay E, modification 22 is no longer contemplated

along the northern boundary and so is not reflected on the plan set. That said, should that modification

be needed to accommodate an alternate layout, it would be permissible, per the added note on Sheets

12 and 13 and Proffer 11.B.1.

Additional Comment. As Modification 22 is no longer depicted as being applicable to

the northern boundary of Landbay E, ZMOD-2019-0040, which would revise a previously

approved modification is no longer necessary. Please withdraw the ZMOD request.

Section 6-1217(A)(4) states, “An application for such modification shall include materials

demonstrating how the modification will be used in the design of the project.” Sheets 12

and 13, along with Sheet 16A, act as the materials demonstrating how the modification

will be used in the design of the project, with the specific location where certain

modifications will apply shown on Sheets 12 and 13. The referenced Proffer II.B.1.

language that would permit the relocation of specific modifications within Land Bay E is

not permitted. For a modification to apply in a different location, a new modification

would need to be requested. Please remove the new language from Proffer II.B.1.

Alternatively, the Applicant could provide an alternate design and show where

modifications would apply in this different development scenario. In this case, the

Applicant should assure necessary modifications have been requested as needed and/or

previously approved.

2. New Comment. The applicant has revised the layout in Land Bay E since the previous

submission. Based on the revised layout, Staff has the following comments:

a) Staff questions the need for Modification 1B in the northeast corner of Land Bay E. It

appears there is enough room to provide screening of the north end of the parking lot

from the private street to the north. Furthermore, since parking is no longer proposed

along the northern boundary of Land Bay E, Modification 1B should be revised to

eliminate its application to the northern edge of the PD-CC-CC Zoning District; and

b) Original commitments in Modification 21B to screen parking from the residential uses

within the PD-AAAR Zoning District were intended to address parking proposed

along the access road in the southern half of Land Bay E and permitted by

Modification 2B. Although the location of parking has been revised in this area, it will

still be visible from the residential uses in the PD-AAAR Zoning District. Please

indicate Modification 21B will apply to the PD-AAAR district in the area near the

new location of Modification 2B.

ZCPA-2018-0008 and ZMOD-2019-0040, Birchwood at Brambleton

3rd Referral

May 14, 2019

Page 3

B. PLAT COMMENTS

4. Initial Comment. Sheet 17, Open Space and Pedestrian Circulation plan. Revise the line type along the

western side of Landbay E to correspond to the sidewalk line type, rather than the pervious trail line type, in

the legend.

Response: All of these changes have been made as requested.

Additional Comment. Not addressed. The pedestrian facility along the western side of the

entrance road to Landbay E leading north from Shreveport Drive is depicted as a pervious

trail.

5. New Comment. Sheet 16A. A note on Sheet 16A indicates that changes to the sheet from

the previous approval are identified in red. Since only the number for Modifications 1A, 1B,

2A, 2B, and 21A and 21B have changed, Staff requests that only the numbers are red to

clearly identify the revision. Please note, based on Comment 2.a. above, the text of

Modification 1B may also change and should remain in red if so.

6. New Comment. Sheet 17, Open Space and Pedestrian Circulation Plan. The Applicant may

wish to reevaluate the depiction of open space in Land Bay E, as a minimal amount of open

space is now depicted. The Applicant will be required to meet the modified open space

requirement at site plan regardless.

C. PROFFERS

7. New Comment. Proffer II.B.1. As noted in Comment 1 above, please remove the

following statement from this proffer as it is not permitted per Section 6-1217(A)(4), “The

modifications approved for the development of Land Bay E may be applied to such revised

design and in locations not reflected on the CDP. Such revised design shall be reviewed

by staff, for conformance with this proffer and the modifications, during the site plan

review process.”

8. New Comment. Proffer III.C.6. The Applicant has revised the proffer commitment to

construct the “Broad Run Trail” so that construction is subject to approval of Loudoun Water.

The Broad Run Trail depicted on Sheet 13 of the CDP is an extended loop network that

crosses a sanitary sewer easement in one location and proposes to connect to an adjacent trail

along the easement to be constructed by others. The trail, however, does not necessarily have

to cross the sanitary sewer easement. Moreover, the location could be revised at site plan to

avoid crossing the easement if Loudoun Water does not grant such permission and be

considered in substantial conformance with the CDP. Therefore, Staff cannot support the

revision to build this trail only if Loudoun Water grants approval to cross the easement. Staff

recommends removing the caveat that construction of the trail is contingent on Loudoun

Water approval.

COUNTY OF LOUDOUN DEPARTMENT OF PLANNING & ZONING ZONING ADMINISTRATION REFERRAL

DATE: February 14, 2019 TO: Richard Hancock, AICP, Project Manager, Land Use Review FROM: Kate McConnell, AICP, Senior Planner, Zoning Administration CC: Chris Mohn, AICP, Deputy Zoning Administrator

CASE NUMBER & NAME: ZCPA-2018-0008 & ZMOD-2019-0040, Birchwood at Brambleton

2ND REFERRAL COMMENTS PARCELS: Refer to Application Materials for List of Parcels Staff reviewed the following materials provided for the above-referenced application: 1) Applicant Response Letter, dated January 10, 2019; 2) Statement of Justification (SOJ) dated September 10, 2018, revised January 10, 2019; 3) plan set entitled, “Birchwood at Brambleton Zoning Concept Plan Amendment, ZCPA-2018-0008” dated August 2018, revised January 4, 2019, and prepared by Urban; and 4) draft proffer statement dated September 12, 2018, revised January 10, 2019. The application request includes:

1.) ZCPA-2018-0008 – A Zoning Concept Plan Amendment (ZCPA) to amend the proffer statement to revise the timing for delivery of certain development features, such as community amenities, commercial floor space and, road construction, and revise the design of the PD-CC(CC) Zoning District (Landbay E); and

2.) ZMOD-2019-0040 – A revision to a previously approved Zoning Ordinance Modification (ZMOD) to modify Section 4-207(C) of the Revised 1993 Zoning Ordinance (Zoning Ordinance) to permit parking adjacent to the northern boundary of the Landbay E.


A. GENERAL COMMENTS 1. New Comment. Statement of Justification, Page 1, I. Introduction. The third paragraph

of the introduction of the SOJ indicates the number of parcels subject to the application is over 150. The January 11, 2019 Memorandum included with the second submission indicates the number of parcels subject to the application now exceeds 500. Please update the SOJ to reflect a more accurate number of parcels subject to the application.

2. Initial Comment. Statement of Justification, Page 3, Proffer III.A.2. Please explain what amenities will be available to the residents of the approved MF buildings (STPL-2016-0045) in Land Bay B until the proposed clubhouse is provided.

Response. Each of the multifamily buildings shown on the above-referenced site plan will have a common

ZCPA-2018-0008 and ZMOD-2018-0040, Birchwood at Brambleton 2nd Referral


room available to the residents. This lounge will be ornamented with seating areas, a game table and amenities to encourage gathering and community among neighbors. In addition, the extensive network of community gardens in Land Bay C will be complete, providing that outdoor amenity to all the residents of the multifamily buildings.

Additional Comment. Please include the information provided in the response in the SOJ under Proffer III.A.2.

B. CONFORMANCE WITH PD-CC(CC) DISTRICT (Section 4-200) 3. New Comment. It appears that gas pumps accessory to a convenience food store or an

automobile service station is depicted in the southwest corner of the PD-CC(CC) Zoning District. Both gas pumps accessory to a convenience food store and an automobile service station require special exception approval (see Sections 4-204(B)(2) and 4-204(B)(4)). Please include a SPEX request for gas pumps accessory to a convenience food store or an automobile service station, or remove the gas canopy footprint from the plan set.

4. New Comment. Section 4-206(F). Please demonstrate conformance with Pedestrian Access standards of Section 4-206(F)(1) and 4-206(F)(2)(b) on Sheet 17. In addition to the overall pedestrian network proposal, Staff offers the following for consideration: 1) Evaluate the relevance of the short section of sidewalk depicted in the northern portion of Landbay E; 2) Provide a sidewalk along the eastern side of the main access route from the north; 3) Provide a pedestrian connection linking the southern portion of Landbay C to the central east/west axis of Landbay E and extend this connection to Loudoun County Parkway.

5. Initial Comment. Section 4-207(C). Based on the revised design within the PD-CC(CC) Zoning District, Staff questions whether the commercial and service uses and structures will be oriented toward Loudoun County Parkway and Shreveport Drive and away from adjacent existing and planned minor streets in residential neighborhoods and from existing and planned adjacent residential neighborhoods not separated from the district by streets. Should the new design not meet this Zoning Ordinance requirement, then please include a request to revise the current modification of this standard (see Modification 22) in the resubmission. Please also evaluate whether the current modification is still necessary considering the new design for the PD-CC(CC) district.

Response. Modification 22 has been revised with this submission as the current layout necessitates parking areas adjacent to the northern and western boundaries of Land Bay E. This revision has been made to the CDP and the ZMOD statement.

Additional Comment. Please also revise the commitment for buffering and screening of parking associated with modification 22 to apply to the northern boundary of Landbay E on Sheet 16A and in the ZMOD attachment of the proffer statement. The ZMOD request has been assigned the application number ZMOD-2018-0040. Please add this number to the application materials.

C. PLAT COMMENTS 6. Initial Coment. Sheet 1, General Note 15. The Dulles International Airport is not “zoned exempt.” It is zoned

R-2. Please revise the note.

Response: This change has been made as requested.

Additional Comment. Not addressed. Please revise General Note 15 as requested.



7. Initial Comment. Sheets 2 and 3. Additional portions of Land Bay C have been subdivided since submission of

the application. Please update the plan set accordingly.

Response: The plan now reflects all parcels and property owners as of December 31, 2018.

Additional Comment. Considering this property continues to develop, please ensure each submission accurately reflects the subdivided parcels and property owners. This is particularly crucial as the application goes to public hearing.

8. New Comment. Sheet 5. Please revise Sheet 5 as follows: a.) Add lot lines in the vicinity of PIN #161-39-7058 so that the note “Portion of PIN #161-

39-7058 Creighton Road LLC Not Included” relates to something; and b.) Correct the zoning district for southern portion of PIN #161-39-7058 and consolidate

information with the portion of PIN #161-39-7058 to the north.

9. New Comment. Sheet 7. Please correct the symbology for the southern portion of Land Bay D to correspond to the legend.

10. New Comment. Sheet 11. Please revise Sheet 11 as follows: a.) Ensure the note “Not Included in Application” south of Landbay B and east of Loudoun

County Parkway relates to something; and b.) Correct the symbology for the southern portion of Land Bay D to correspond to the

legend.

11. Initial Comment. Sheet 12. A new note, Note 7, has been added which states the building envelopes, parking and loading spaces, drive aisles, and pedestrian connections are subject to change and that Land Bay E will be developed in conformance with the design guidelines. The Applicant has incorporated a number of Zoning Ordinance Modifications in the design of the PD-CC(CC) Zoning District. The ZMOD criteria for consideration Section 6-1217(A)(4) requires that materials demonstrating how the ZMODs will be used in the design of the project be provided. Moreover, Sheet 12 is a proffered sheet. Therefore, the Applicant cannot reserve the ability to change the design of the district as depicted on the CDP. Please remove the note.

Response. Because the sight has not undergone final engineering, Note 7 on Sheet 12 is important as it allows elements such as buildings or parking spaces to shift slightly to accommodate that final engineering. That said, we have slightly revised that note to clarify that future changes would remain in substantial conformance with Sheet 12 and consistent with the Design Guidelines.

Additional Comment. Please revise Note 7 on Sheets 12 and 13 to state, “Land Bay E will be developed in conformance with the “Brambleton Active Adult Community Design Guidelines” included as Attachment F to the Proffer Statement. Building envelopes, parking spaces, loading space, drive aisles, and pedestrian connections are subject to change. Any changes shall be in substantial conformance with this sheet. Modifications will apply as depicted.”

12. New Comment. Sheets 12, 13, and 16. Staff reviewed the revised site design for Landbay E and has the following comments on the modifications: a.) Although not previously depicted, please show the location where modification 2A will

apply (along the western edge of Landbay E) and include 2A in the legend;



b.) Delete modification 21 and replace it with 21A and 21B along the western edge of

Landbay E and include 21A and 21B in the legend; c.) Revise modification 1B to 2B near the parking area adjacent to the western edge of

Landbay E and add 2B to the legend. Also, delete the reference to the western edge of Landbay E in modification 1B on Sheet 16A, as Section 4-205(C)(1)(b) does not apply to the western edge of the PD-AAAR district;

d.) Staff questions why modification 22 was added along the western edge of Landbay E, as there is no parking proposed in this area;

e.) Staff questions whether the modification to reduce the landscaped open space to 0.15 time the buildable area of the lot is still necessary considering the site redesign with a central open space; and

f.) See also the Landbay E markup below showing the referenced revisions:

13. New Comment. Sheet 15. Staff questions whether building footprints should be depicted in the multifamily building portion/southwest quadrant of Landbay B. If so, please provide. Please also depict the trail along the east side of Loudoun County Parkway, along the southwest and northwest edges of Landbay B, and around the perimeter of Landbay B consistent with the approved CDP.



14. New Comment. Sheet 17. Staff has the following comments on the Open Space and

Pedestrian Circulation plan: a.) Revise the line type along the western side of Landbay E to correspond to the sidewalk

line type, rather than the pervious trail line type, in the legend; b.) Depict the trail along the east side of Loudoun County Parkway, along the southwest and

northwest edges of Landbay B, and around the perimeter of Landbay B consistent with the approved CDP;

c.) Depict additional pedestrian network connections internal to Landbay E similar to the approved CDP and to demonstrate conformance with the Pedestrian Access standards of Section 4-206(F) of the Zoning Ordinance. See Comment 4 above for additional discussion;

d.) Add a line type to the Legend for the pedestrian network along the north side of Shreveport Drive, both sides of Loudoun County Parkway, through the central green in Landbay C, and around the pond in Landbay A;

e.) Depict open space consistent with the approved CDP. Areas along Loudoun County Parkway previously depicted as open space are missing. In addition, it appears areas west of the stormwater management pond in Landbay B are now depicted as open space. Buildings were located in this area on the approved CDP; and

f.) Show building footprints in the southwest quadrant of Landbay B consistent with the previously approved CDP.

D. PROFFERS 15. Initial Comment. Proffer III.B.5. The revision to this proffer removes a pavilion commitment. Staff

recommends retaining a commitment to providing a pavilion as it would provide shade and/or shelter for residents using the community garden. In addition, Staff notes Sheets 12, 13, 15, and 17 reference a pavilion in the area referenced by this proffer.

Response. The pavilion remains a planned amenity and Proffer III.B.5 has been updated to reflect this commitment.

Additional Comment. Staff recommends including a minimum size for the pavilion in the proffer.

16. New Comment. Proffer III.B.7. Please state that the exercise stations will be provided in Land Bay B in this proffer.

17. New Comment. Based on the Applicant’s response letter and County records, it appears the three bus shelters required by Proffer V.D.2. have been constructed. If so, please note that this proffer has been fulfilled.

18. New Comment. Proffer VII.C. and VII.C.1. Staff defers to the Proffer Management Team regarding the reference to ZMAP-2013-0002 and ZCPA-2013-0001 and whether these application numbers should these be updated to ZCPA-2018-0008 in this proffer.



19. New Comment. Proffer VII.B. and VII.C.2-4. Based on County records, it is Staff’s

understanding that these proffers have been fulfilled. Staff defers to the Proffer Management Team for confirmation.

20. New Comment. Proffer VIII.A. Staff recommends retaining “construction plans” as a trigger to provide a noise study. Portions of this development may be approved with a CPAP and may not require a site plan.

COUNTY OF LOUDOUN

DEPARTMENT OF PLANNING & ZONING

ZONING ADMINISTRATION REFERRAL

DATE: November 8, 2018

TO: Richard Hancock, AICP, Project Manager, Land Use Review

FROM: Kate McConnell, AICP, Senior Planner, Zoning Administration

CC: Chris Mohn, AICP, Deputy Zoning Administrator

CASE NUMBER & NAME: ZCPA-2018-0008, Birchwood at Brambleton

1ST REFERRAL COMMENTS

PARCELS: Refer to Application Materials for List of Parcels

The approximately 248-acre subject property is located in the Planned Development – Active Adult

Age Restricted (PD-AAAR) Zoning District and the Planned Development – Commercial Center

(Community Center) (PD-CC)(CC)) Zoning District pursuant to the Revised 1993 Loudoun County

Zoning Ordinance (Zoning Ordinance) and is subject to the proffers and concept development plan

(CDP) approved with ZMAP-2013-0002/ZCPA-2013-0001, Brambleton Active Adult. The property

has been subdivided into over 150 parcels and will continue to be subdivided as the project develops.

The property is located entirely within the Airport Impact Overlay District (AIOD) with portions in

the Ldn 65 or greater, Ldn 60-65, and Ldn 60 one mile buffer aircraft noise contours. It is partially

located in the Floodplain Overlay District (FOD), Major and Minor. Steep slopes are also located on

the property.

Staff reviewed the following materials provided for the above-referenced application: 1) Statement

of Justification (SOJ) dated September 10, 2018; 2) plan set entitled, “Birchwood at Brambleton

Zoning Concept Plan Amendment, ZCPA-2018-0008” dated August 2018 and prepared by Urban;

and 3) draft proffer statement dated September 12, 2018.

The application request includes:

1.) ZCPA-2018-0008 – A Zoning Concept Plan Amendment (ZCPA) to amend the proffer

statement to revise the timing for delivery of certain development features, such as

community amenities, commercial floor space, road construction, and revise the design of

the PD-CC(CC) Zoning District.


A. GENERAL COMMENTS

1. Currently, approximately 150 parcels are subject to the application. As development of the

project continues, Staff anticipates the number of parcels subject to the application will

ZCPA-2018-0008, Birchwood at Brambleton

1st Referral

November 8, 2018

Page 2

increase. Staff recommends the Project Manager coordinate with the Applicant to identify an

efficient method for determining that all applicable parcels are subject to the application at

the time of public hearing.

2. Statement of Justification, Page 1, Introduction. In the first paragraph of the Introduction,

please add “Brambleton Active Adult” after ZMAP-2013-0002 and ZCPA-2013-0001.

3. Statement of Justification, Page 3, Proffer III.A.2. Please explain what amenities will be

available to the residents of the approved MF buildings (STPL-2016-0045) in Land Bay

B until the proposed clubhouse is provided.

B. CONFORMANCE WITH PD-CC(CC) DISTRICT (Section 4-200)

4. It appears a building with a drive through facility is depicted along the eastern edge of the

PD-CC(CC) Zoning District. A bank or financial institution with a drive through is permitted

by right in accordance with Section 5-659 (see Section 4-203(A)(2) and 4-204(1)). A

restaurant with drive through facilities requires special exception approval (see Section 4-

204(B)(9)). Please identify the use as a bank or financial institution, include a SPEX request

for a restaurant with drive through facilities, or remove the depiction of a drive through from

the plan set in the proposal.

5. Section 4-207(C). Based on the revised design within the PD-CC(CC) Zoning District, Staff

questions whether the commercial and service uses and structures will be oriented toward

Loudoun County Parkway and Shreveport Drive and away from adjacent existing and

planned minor streets in residential neighborhoods and from existing and planned adjacent

residential neighborhoods not separated from the district by streets. Should the new design

not meet this Zoning Ordinance requirement, then please include a request to revise the

current modification of this standard (see Modification 22) in the resubmission. Please also

evaluate whether the current modification is still necessary considering the new design for

the PD-CC(CC) district.

C. ZONING MAP AMENDMENT MATTERS FOR CONSIDERATION (Section 6-

1210(E))

6. Section 6-1210(E)(1) Appropriateness of the proposed uses based on the Comprehensive

Plan, trends in growth and development, the current and future requirements of the

community as to land for various purposes as determined by population and economic

studies and other studies and the encouragement of the most appropriate use of land

throughout the locality. Zoning Staff defers to the Community Planning Division of the

Department of Planning and Zoning (Community Planning) regarding consistency with

the Comprehensive Plan.

7. Section 6-1210(E)(2) The existing character and use of the subject property and

suitability for various uses, compatibility with uses permitted and existing on other

property in the immediate vicinity, and conservation of land values. Staff defers to


1st Referral

November 8, 2018

Page 3

Community Planning regarding whether the proposal is compatible with existing and

permitted uses on property in the immediate vicinity and the conservation of land values.

8. Section 6-1210(E)(3) Adequacy of sewer and water, transportation, and other

infrastructure to serve the uses that would be permitted on the property if it were

reclassified to a different zoning district. Staff defers to Loudoun Water regarding the

adequacy of sewer and water and the Department of Transportation and Capital

Infrastructure (DTCI) regarding the adequacy of transportation infrastructure to serve the

uses that would be permitted on the property if the rezoning request is approved.

9. Section 6-1210(E)(4) The requirements for airports, housing, schools, parks,

playgrounds, recreational areas and other public services. The Applicant has committed

to capital facilities contributions and the provision of on-site amenities, as well as a

contribution to County’s emergency services in the previous approval. Nonetheless, Staff

defers to Community Planning regarding the proposed timing change for the provision of

on-site amenities that are to serve the project’s residents.

10. Section 6-1210(E)(5) Potential impacts on the environment or natural features including

but not limited to wildlife habitat, wetlands, vegetation, water quality (including

groundwater), topographic features, air quality, scenic, archaeological, and historic

features, and agricultural and forestal lands and any proposed mitigation of those

impacts. For applications for rezoning or amend to a zoning map not subject to the

provisions of Virginia Code Section 15.2-2303.4, any proposed mitigation of those

potential impacts. The Applicant made commitments related to environmental resources

with the previous approval and has retained these commitments.

11. Section 6-1210(E)(6) The protection of life and property from impounding structure

failures. This criteria is not applicable.

D. PLAT COMMENTS

12. Sheet 1, General Note 2. Please revise ZMAP-2013-002 to ZMAP-2013-0002.

13. Sheet 1, General Note 1. The Dulles International Airport is not “zoned exempt.” It is zoned

R-2. Please revise the note.

14. Sheet 1, General Note 31. It is unnecessary to state checklist items have been waived,

particularly in this case wherein the Applicant is revising and superseding the previously

approved the CDP. Please delete Note 31.

15. Sheet 2. Please update adjacent property owner information as follows:

a.) Include Dulles International Airport (PIN 067-37-9924) as an adjacent property owner;

b.) Depict PIN 123-16-8115 and include as an adjacent property owner;


1st Referral

November 8, 2018

Page 4

c.) Depict PIN 124-47-4741 and include as an adjacent property owner; and

d.) Depict the southern portion of PIN 161-39-7058 correctly, as it no longer extends south

of West Spine Road.

16. Sheets 2 and 3. Additional portions of Land Bay C have been subdivided since submission

of the application. Please update the plan set accordingly.

17. Sheets 4-7, 10, and 11. Please revise the sheets as follows:

a.) Remove PINs that are no longer applicable;

b.) Update legend symbology and text to reflect the current zoning similar to Sheets 2 and

3; and

c.) Remove the note indicating the sheet is unchanged and included for informational

purposes.

18. Sheets 8, 9, and 16. Please revise the note in the box to state, “This sheet is unchanged from

ZMAP-2013-0012 and ZCPA-2013-0001.” This application will supersede the previous

approval, so the sheets are not “informational.”

19. Sheets 12 and 13. Please revise Sheets 12 and 13 as follows:

a.) Move the information about PIN 160-29-3979, which is not subject to the application,

from Land Bay A;

b.) Remove or label the rectangle generally around the PD-CC(CC) Zoning District;

c.) Remove or label the rectangle in the vicinity of the recreation facility approved with

STPL-2016-0053;

d.) Staff questions whether the encroachment into the 50’ Management Buffer in the area of

the recreation facility in Land Bay B will still occur since playing courts are no longer

proposed in this area. Please revise as necessary;

e.) Staff questions whether the modification (Modification 18) to permit garages along

Loudoun County Parkway in Land Bay B is still necessary since STPL-2016-0045 does

not depict the garages proposed with the previously approved ZCPA. If the modification

is no longer necessary, please remove the information related to the modification;

f.) Remove the “1B” label from the northern portion of the PD-CC(CC) Zoning District as

parking is no longer proposed along the road to the north;

g.) Move the “1B” label along the eastern portion of the PD-CC(CC) Zoning District to be

adjacent to the area where parking is proposed adjacent to Loudoun County Parkway (to

the south);

h.) Move the “1B” label along the southern portion of the PD-CC(CC) Zoning District to be

legible and where parking is proposed adjacent to Shreveport Drive; and

i.) Identify what the numbers 1, 2, and 3 refer to in the PD-CC(CC) Zoning District or


1st Referral

November 8, 2018

Page 5

remove.

20. Sheet 12 and 16A. Conditions for modifications to both Section 4-205(C)(2) (see

Modification 2) and Section 5-1414(B) state, “no…loading spaces shall be established to

serve the commercial buildings on the western boundary of Land Bay E, adjacent to

residential uses. It appears a loading space is depicted in the southwestern portion of the PD-

CC(CC) Zoning District adjacent to the PD-AAAR Zoning District. Please locate this

loading space in an area that is not adjacent to the residential district in accordance with the

modification conditions.

21. Sheet 12. A new note, Note 7, has been added which states the building envelopes, parking

and loading spaces, drive aisles, and pedestrian connections are subject to change and that

Land Bay E will be developed in conformance with the design guidelines. The Applicant has

incorporated a number of Zoning Ordinance Modifications in the design of the PD-CC(CC)

Zoning District. The ZMOD criteria for consideration Section 6-1217(A)(4) requires that

materials demonstrating how the ZMODs will be used in the design of the project be

provided. Moreover, Sheet 12 is a proffered sheet. Therefore, the Applicant cannot reserve

the ability to change the design of the district as depicted on the CDP. Please remove the

note.

22. Sheets 13, 15, 17. The “Pavilion Community Gardens” recreation area general location has

been shifted south and into the 50’ Management Buffer. Please relocate this area designation

to the previously approved location outside of the management buffer.

23. Sheet 16. Staff notes for future reference that the Zoning Ordinance does not exclude the

major floodplain from density calculations in the PD-AAAR and PD-CC Zoning Districts.

The Density Tabulations on Sheet 16 exclude the major floodplain. As previously approved,

the density calculations conform to the Zoning Ordinance requirements since including the

floodplain would decrease the proposed density; therefore, Staff recommends retaining the

tabulation as previously approved.

24. Sheet 16. Please update Sheet 16 as follows:

a.) Update Recreational Amenities provided in Land Bays A, B, and C based on the revised

draft proffer statement; and

b.) Ensure building, driveway, and street footprints continue to be depicted in the Private

Street modification diagram.

E. PROFFERS

25. In general, Staff recommends revising the timing for the provision of commercial

development and amenities to a later residential zoning permit or using issuance of

occupancy permit as the proffer trigger. Using a date certain does not ensure that the

existing residents will be served by community amenities and/or the commercial center.

Staff recommends coordinating with the Proffer Management Team and Community


1st Referral

November 8, 2018

Page 6

Planning regarding the request to change the timing of certain uses and amenities in the

project.

26. Staff recommends coordinating with the Proffer Management Team regarding the

fulfillment of certain proffers. As noted below, the Applicant is requesting to revise some

proffers that have been fulfilled and other proffers that are fulfilled are not marked as such

in the draft proffer statement.

27. Proffer III.A.2.e. Staff recommends retaining the commitment to providing exercise

stations throughout Land Bays A, B, and C so that the amenities are distributed throughout

the project.

28. Proffer III.B. Staff recommends retaining the commitment to providing two multipurpose

courts in Land Bay B to retain a distribution of amenities throughout the development and

avoid requiring residents of Land Bay B to cross Loudoun County Parkway to access and

use multipurpose courts.

29. Proffer III.B.5. The revision to this proffer removes a pavilion commitment. Staff

recommends retaining a commitment to providing a pavilion as it would provide shade

and/or shelter for residents using the community garden. In addition, Staff notes Sheets

12, 13, 15, and 17 reference a pavilion in the area referenced by this proffer.

30. Proffer V.D. Staff questions why the Applicant is proposing to revise a proffer that has

been fulfilled as the Applicant notes in the SOJ and as determined by the County. The

Applicant has provided a 16 passenger van to the HOA and Proffers V.D.1. and V.D.3.

have been fulfilled. The Applicant has constructed the bus shelters required by Proffer

V.D.2.

31. Proffer VI.6. Staff recommends retaining the word “shall” and marking the proffer as

fulfilled similar to other proffers in the draft.

32. Proffer VI.C. and VI.C.1. Please update the application numbers to ZCPA-2018-0008 in this

proffer.

33. Proffer VI.B. and VI.C.2-4. Staff notes these proffers have been fulfilled.

1

Hancock, Richard

From: Kresge, AmySent: Wednesday, March 20, 2019 3:17 PMTo: Hancock, RichardCc: Carter, Joseph; Genovese, Marie A.; McConnell, KateSubject: RE: Birchwood Active AdultAttachments: Active Adult 2018 ZCPA Proffers_1-10-2019_alk edits.docx

Rick, Please see attached recommended edits and comments for Birchwood at Brambleton. I’m sorry for the delay. As we discussed, I’m forwarding what I reviewed at this point, having reviewed proposed/revised text up to Page 12 of the red‐line document. Therefore, the next review may generate new comments on the text. I have tried to respond to all the “fulfilled” status proffers as well. Thanks, Amy Amy Lohr Kresge, AICP, CZA Assistant Proffer Manager Loudoun County Department of Planning and Zoning 1 Harrison Street, SE, 3rd Floor Leesburg, Virginia 20175 (703) 737‐8890 www.loudoun.gov/planning This e‐mail is not intended to be and shall not be deemed to be an official order, requirement, decision or determination made by or on behalf of the Zoning Administrator. In keeping with the Virginia Freedom of Information Act (FOIA), emails and all attachments may be released to others upon request for inspection and copying without prior notification.

From: Hancock, Richard Sent: Wednesday, March 20, 2019 2:33 PM To: Kresge, Amy <[email protected]> Subject: FW: Birchwood Active Adult

How should I respond to Molly? –Rick

From: Novotny, Molly [mailto:[email protected]] Sent: Wednesday, March 20, 2019 11:37 AM To: Hancock, Richard <[email protected]> Subject: [EXTERNAL] RE: Birchwood Active Adult Rick, Have you received the Proffer Management comments? Thanks, Molly

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Molly Novotny Senior Urban Planner, LEED AP Direct: 703-456-8105 • Fax: (703) 456-8100 Email: [email protected] • www.cooley.com

From: Hancock, Richard <[email protected]> Sent: Tuesday, March 5, 2019 2:25 PM To: Novotny, Molly <[email protected]> Subject: RE: Birchwood Active Adult

As requested. I should also be receiving comments from Proffer Management by the end of the week. –Rick

From: Novotny, Molly [mailto:[email protected]] Sent: Tuesday, March 05, 2019 1:20 PM To: Hancock, Richard <[email protected]> Subject: [EXTERNAL] RE: Birchwood Active Adult Thanks. Do you have the zoning comments you could send me in word? The others are easy to reformat from the pdf. Molly Molly Novotny Senior Urban Planner, LEED AP Direct: 703-456-8105 • Fax: (703) 456-8100 Email: [email protected] • www.cooley.com

From: Hancock, Richard <[email protected]> Sent: Tuesday, March 5, 2019 9:05 AM To: Novotny, Molly <[email protected]> Subject: RE: Birchwood Active Adult

Please find the attached referral comments. I was waiting for comments from Proffer Management. I will follow up with them again today. –Rick

From: Novotny, Molly [mailto:[email protected]] Sent: Tuesday, March 05, 2019 8:48 AM To: Hancock, Richard <[email protected]> Subject: [EXTERNAL] Birchwood Active Adult Rick, Happy Tuesday. I wanted to check in on Birchwood to see if you’ve received any staff comments. If so, please forward my way. If you haven’t, when do you expect them? Thanks, Molly Molly Novotny Senior Urban Planner, LEED AP Cooley LLP • One Freedom Square • Reston Town Center 11951 Freedom Drive • Reston, VA 20190-5640 Direct: 703-456-8105 • Fax: (703) 456-8100 Bio: www.cooley.com/mnovotny • Practice: www.cooley.com/realestate

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Bookmark not defined 170562449 v7


PROFFER STATEMENT


September 12, 2018 Revised January 10, 2019

TABLE OF CONTENTS

Page

i. Bookmark not defined 170562449 v7

I. CONCEPT DEVELOPMENT PLAN ............................................................................... 1

II. DEVELOPMENT SCOPE................................................................................................. 2

A. RESIDENTIAL DEVELOPMENT .. ERROR! BOOKMARK NOT DEFINED.

B. COMMERCIAL DEVELOPMENT ...................................................................... 3

C. DOCUMENTATION OF RESIDENTIAL AND COMMERCIAL DEVELOPMENT .................................................................................................. 3

III. RECREATIONAL AMENITIES, PARKS AND PEDESTRIAN ACCESS .................... 4

A. COMMUNITY CENTERS (RECREATION CENTER AND CLUBHOUSE) ...................................................................................................... 4

B. OPEN SPACE AND RECREATION AREAS...................................................... 5

C. SIDEWALKS AND TRAILS ................................................................................ 6

IV. ACTIVE ADULT COMMUNITY OWNERS ASSOCIATION ....................................... 8

A. HOME OWNERS ASSOCIATION RESPONSIBILITIES .................................. 8

B. ESTABLISHMENT OF HOA [THIS PROFFER HAS BEEN FULFILLED] ......................................................................................................... 8

C. PROPERTY MANAGEMENT ASSOCIATION COMMERCIAL OWNERS ASSOCIATION ................................................................................... 9

D. COMMUNITY DESIGN STANDARDS .............................................................. 9

V. TRANSPORTATION ...................................................................................................... 10

A. DEDICATION OF RIGHT OF WAY ................................................................. 10

B. LOUDOUN COUNTY PARKWAY – CONSTRUCTION, PHASING & TIMING [THIS PROFFER V.B HAS BEEN FULFILLED] .............................. 10

C. SHREVEPORT DRIVE IMPROVEMENTS FROM THE WESTERN PROPERTY BOUNDARY TO THE INTERSECTION OF LOUDOUN COUNTY PARKWAY AND SHREVEPORT DRIVE ...................................... 14

D. BUS SERVICE AND BUS SHELTERS ............................................................. 14

E. TRAFFIC SIGNALS ........................................................................................... 15

TABLE OF CONTENTS (continued)

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F. PEDESTRIAN UNDERPASS CROSSINGS ...................................................... 16

G. ABANDONMENT OF CREIGHTON ROAD .................................................... 18

H. PROPOSED ARCOLA BOULEVARD IMPROVEMENTS ............................. 18

I. CONSTRUCTION OF TRANSPORTATION IMPROVEMENTS ................... 18

VI. ENVIRONMENT ............................................................................................................ 18

A. TREE CONSERVATION AND TREE PROTECTION ..................................... 18

B. BEST MANAGEMENT PRACTICES (“BMP”) ................................................ 20

C. REFORESTATION IN OPEN AREAS. ............................................................. 20

D. LIGHTING .......................................................................................................... 20

VII. CAPITAL FACILITIES, REGIONAL ROAD AND MASS TRANSIT CONTRIBUTIONS ......................................................................................................... 21

A. TOTAL ADDITIONAL CONTRIBUTION........................................................ 21

B. CASH-IN-LIEU PAYMENTS ............................................................................ 21

C. PROPOSED CONTRIBUTIONS ........................................................................ 21

VIII. NOISE IMPACT STUDY ............................................................................................... 22

A. HIGHWAY NOISE ............................................................................................. 22

B. AIRPORT NOISE ................................................................................................ 23

IX. FIRE AND RESCUE SERVICES ................................................................................... 24

A. LEVELS OF CONTRIBUTION FOR RESIDENTIAL AND NON-RESIDENTIAL USES ......................................................................................... 24

B. EQUAL DISTRIBUTION ................................................................................... 24

C. CPI ADJUSTMENT FOR RESIDENTIAL AND NON-RESIDENTIAL USES .................................................................................................................... 24

D. SUPPORT OF VOLUNTEER FIRE AND RESCUE SYSTEM ........................ 24

TABLE OF CONTENTS (continued)

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X. OPEN SPACE PRESERVATION ................................................................................... 24

XI. UNMET HOUSING NEEDS CONTRIBUTION ........................................................... 25

A. UNMET HOUSING NEEDS .............................................................................. 25

B. PAYMENT OF CONTRIBUTION ..................................................................... 25

C. TIMING OF CONTRIBUTIONS ........................................................................ 25

D. USE OF UNMET HOUSING NEEDS CONTRIBUTIONS .............................. 25

XII. UNIVERSAL DESIGN ELEMENTS ............................................................................. 25

XIII. AVIGATION EASEMENTS........................................................................................... 25

XIV. WATER AND SEWER ................................................................................................... 26

XV. RECREATIONAL USE OF STORM WATER MANAGEMENT FACILITY ............. 26

A. LAKE FOR FISHING ......................................................................................... 26

B. STOCKING OF LAKE WITH FISH .................................................................. 26

C. MONITORING OF FISH LEVELS .................................................................... 26

D. WATER LEVEL MAINTENANCE ................................................................... 26

E. REPORTING TO THE COUNTY ...................................................................... 26

F. ONGOING MONITORING ................................................................................ 27

XVI. AREAS FOR COLLECTION OF REFUSE AND RECYCLING FACILITIES ............ 27

A. RECEPTACLES FOR RECYCLABLE MATERIALS ...................................... 27

B. TRASH CONTAINERS FOR RECYCLABLE MATERIALS .......................... 27

XVII. ESCALATOR .................................................................................................................. 27

XVIII. DATE CERTAIN TRIGGERS ........................................................................................ 27

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LIST OF EXHIBITS

EXHIBIT A – SUBJECT PROPERTY PARCELS AND OWNERSHIP

EXHIBIT B – EXISTING ZONING ORDINANCE AND FACILITIES STANDARDS MANUAL MODIFICATIONS TO REMAIN

EXHIBIT C – BRAMBLETON ACTIVE ADULT ZMAP 2005-0020 EXISTING ZONING MODIFICATIONS TO REMAIN

EXHIBIT D – CONCEPT DEVELOPMENT PLAN

EXHIBIT E – ALTERNATE LAYOUT FOR LAND BAY E

EXHIBIT F – BRAMBLETON ACTIVE ADULT COMMUNITY DESIGN GUIDELINES

EXHIBIT G -- BRAMBLETON CONSTRUCTION LIMIT LOUDOUN COUNTY PARKWAY

EXHIBIT I

EXHIBIT J

Commented [KA1]: I note that Modification 22 has been revised and is ZMOD-2018-0040. Revise CDP and Proffers accordingly.

Commented [KA2]: This is indicated for deletion on page 52

Commented [KA3]: It may be necessary to include Previous Exhibit I and/or J as the pedestrian underpass agreement has not been finalized. Would like to discuss further with the Applicant.

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Creighton Road L.L.C., a Michigan limited liability company, and Creighton Land L.L.C., a Michigan limited liability company, (collectively referred to as the “Applicant”) and the owners of the parcels listed in Exhibit A, (collectively referred to as the “Applicant”Owners”), on behalf of themselves and their successors in interest, hereby voluntarily proffer, pursuant to Section 15.2-2303, Code of Virginia (1950), as amended, and Section 6-1209 of the Revised 1993 Loudoun County Zoning Ordinance, as amended (the “Zoning Ordinance”), that the development of the portions of the parcels listed in Exhibit A subject to this application, ZCPA- 2018-0008 (this “Application”), shall be in substantial conformance with the proffers as set forth below. The portions of the parcels listed in Exhibit A (the “Property”), are more specifically identified as Land Bays A, B, C, D and E as depicted on Sheets 12 and 13 of the Concept Development Plan, as defined below in Proffer I.

If approved, these proffers (“Proffers”) shall supersede all previous proffers applicable to the Property. In the event that this Application is denied, these Proffers shall be immediately null and void and of no further force or effect and all previous proffers applicable to the Property shall remain in force and effect.

All proffers made herein are contingent upon approval of (i) ZCPA-2018-0008, including the requested modifications as provided in Exhibit B and Exhibit C; and (ii) the Concept Development Plan, as defined below.

When any plan submission, signal warrant analysis submission, noise or other impact study submission, bonding, dedication, conveyance, construction, completion of construction, opening of a facility or infrastructure to traffic or use, payment of cash, or any other act or activity required in these Proffers is required to be performed, submitted, recorded, paid, and/or completed prior to the issuance of an occupancy permit, the said occupancy permit shall not be issued until the Applicant has provided written documentation from County Building and Development or Zoning Administration staff that the said payment, act, or activity has been made or completed, or documentation from Zoning Administration staff that the said payment, act, or activity is no longer a prerequisite for issuance of such occupancy permit.

All references in these Proffers to subdivision or record plat shall be deemed to include condominium or condominium plat or any other document or mechanism that legally divides the Property into separately transferable units of ownership. Any obligation imposed herein with respect to a subdivision or record plat shall be deemed to apply to any such condominium declaration or plat or other similar document that would have the legal effect of dividing the Property into separately transferable units of ownership.

I. CONCEPT DEVELOPMENT PLAN

The development of the Property shall be in substantial conformance with the Concept Development Plan (the “CDP”) (included by reference as Exhibit D), identified as Sheets 1, 4, 5, 12, 13, 16 and 16A of 17 of the plan set entitled “Birchwood at Brambleton, dated August 14, 2018, and revised through January 4, 2019, prepared by Urban Ltd. As per Section 6-1209(F) of the Zoning Ordinance, a reasonable margin for adjustment due to final design or engineering data but which conforms to the general nature of development, the specific uses, and the general layout depicted on the CDP, may be permitted if determined to be in substantial conformance by the

Commented [KA4]: You may not structure to relieve property owners from the proffer obligations

Formatted: Underline

Formatted: Underline

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Zoning Administrator. All land development applications, including zoning permit applications, for development of all or any portion of the Property shall identify the applicable land bay designations noted on the CDP and shall identify said applications or permits as being subject to the Proffers of this Application, ZCPA-2018-0008.


A. Residential Development

1. Residential Units. Land Bays A, B and C shall be developed in substantial conformance with the CDP, as referenced above. The CDP shall control the development, layout and lot configuration of the Property. Development of the Property may include up to a maximum of 1,502 dwelling units (specifically, up to 149 single-family detached dwelling units, 507 single-family attached dwelling units, and 846 multi-family dwelling units), inclusive of Affordable Dwelling Units (“ADUs”) and related privately owned community facilities and amenities. The required ADUs shall be provided in accordance with the requirements of Article 7 of the Zoning Ordinance.

2. Age Restricted Community. Each of the residential dwelling units referenced in Proffer II.A.1. above shall be occupied by at least one person fifty-five (55) years of age or older (an “Independent Adult”). All other residents on the Property shall reside with an Independent Adult, and each such other resident shall be a spouse or a cohabitant of an Independent Adult, or shall be a permitted occupant’s child eighteen (18) years of age or older, or shall be a person who provides primary physical or economic support to the Independent Adult. Notwithstanding this limitation: (1) a person not within the above categories may be hired to provide live-in, long term or terminal health care to an Independent Adult for compensation; or (2) if, after occupying a residential dwelling unit, the Independent Adult, who is the owner and occupant, is compelled by law or court order to take custody of a child under eighteen (18) years of age, the Independent Adult and any such child shall be allowed to continue to occupy the residential unit. The restrictions of occupancy set forth in this Proffer shall be in conformance with the State and Federal Fair Housing Acts and the Housing For Older Persons Act.

3. Guests. Guests under the age of 55 are permitted to occupy such dwelling units for periods of time not to exceed a cumulative sixty (60) days total for each such guest in any calendar year.

4. Successor Owners. If title to any such dwelling unit shall become vested in any person under the age of 55 by reason of descent, distribution, foreclosure or operation of law, the age restriction covenant shall not result in a forfeiture or reversion of title, but rather, such person thus taking title shall not be permitted to reside in such lot or dwelling unit until such person shall have attained the age of 55 or otherwise satisfies the requirements as set forth herein. Notwithstanding the aforementioned, a surviving spouse shall be allowed to occupy a dwelling unit consistent with the Federal Fair Housing Act and the Virginia Fair Housing Law, as may be amended.

5. Land Bay D. The use of Land Bay D shall be limited to providing open space and civic space uses and shall not contain any dwelling unit.

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6. Additional Design Standards for Multi-Family Structures Containing Integrated Garages. All structures containing multi-family dwelling units and containing integrated garage spaces shall include a stone or brick water table (of a minimum of 3’ in height, as may be amended, interrupted and adjusted for utilities, doors, garages, access panels, fixtures and other normal building requirements) along the base of each building façade and the colors of all garage doors shall be consistent and complementary to the color of other materials used in the building’s construction. No open car ports shall be permitted. As part of the site plan application for each such multi-family structure, the Applicant shall include exterior designs of the proposed building, demonstrating compliance with this Proffer, for review by the Department of Planning and Zoning.

7. Garage Space. The conversion of any garage space within or serving any dwelling unit to any use that precludes the parking of operable vehicles shall be prohibited. In addition, prior to the approval of the first residential record plat or site plan for the Property, whichever is first in time, the Applicant shall record a restrictive covenant, as part of the applicable Owners Association documents, that prohibits the conversion of any garage space within or serving any dwelling unit to any use that precludes the parking of operable vehicles. However, this limitation shall not preclude temporary use of any garage by the builder/developer for sales office, construction office or storage purposes prior to residential use of the dwelling.


1. Development within Land Bay E, identified on Sheets 12 and 13 of the CDP, shall include up to one hundred and fifty two thousand (152,000) square feet of uses that are permitted by-right in the Planned Development-Commercial Center-Community Center zoning district or by special exception (provided that any special exception use shall receive the requisite County approval prior to establishment of such use). No single building shall contain more than 60,000 square feet of floor area. Only one single user or tenant shall occupy greater than 50,000 square feet and up to 60,000 square feet maximum of floor area.

2. Prior to the issuance of the occupancy permit for the 750th residential dwelling unit at the Property, the Applicant shall have received issuance of occupancy permits forconstruct at least 20,000 square feet of commercial floor space in Land Bay E. Prior to the issuance of the occupancy permit for the 1,000th residential dwelling unit at the Property, the Applicant shall have received issuance of occupancy permits forconstruct an additional 30,000 square feet of commercial floor space (for a cumulative total of 50,000 square feet of commercial floor space) in Land Bay E.

C. Documentation of Residential and Commercial Development

Each site plan application and each record plat application for the Property shall include a summary of the total number of single-family attached and single-family detached residential lots recorded, the number of multi-family units approved by site plan, and the amount of site plan approved commercial floor space in Land Bay E. Each application for a zoning permit for residential dwelling use shall include a summary of the number of dwelling units for which

Commented [KA5]: A trigger related to a specific # of zoning permits is recommended for commercial/residential linkage. A homeowner should not be prevented from occupying a dwelling unit for failure of the Developer to meet the commercial SF minimum. Suggest increasing to 900th and 1150th zoning permits respectively.

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zoning permits have already been approved by the County for the Property as a whole and for Land Bays A, B and C individually.

III. RECREATIONAL AMENITIES, PARKS AND PEDESTRIAN ACCESS

A. Community Centers (Recreation Center and Clubhouse)

1. Recreation Center in Land Bay C

a. Recreation Center Location. The Applicant shall construct a Recreation Center within Land Bay C in the approximate location as shown on Sheets 12 and 13 of the CDP. Such Recreation Center shall be for the exclusive use of residents of the Property, their guests and members of staff employed on the Property.

b. Size of the Recreation Center. The Recreation Center shall be a minimum of 20,000 square feet in size. The facility will include a kitchen/catering facility, an area for assembly, ancillary retail in accordance with the PD-AAAR zoning district regulations, a swimming pool, an exercise room, and an educational center, and may also include, but shall not be limited to, an auditorium/theatre, game rooms, studio space, ballroom/dining room, pub/coffee shop and food services and ancillary retail sales. The swimming pool shall have a minimum water surface area of 2,400 square feet and may be indoor, outdoor or a combination of indoor and outdoor. The Applicant reserves the right to comply with the proffered commitment by providing two swimming pools (for example, one outdoor and one indoor) so long as the combined water surface area of the swimming pools is a minimum of 2,400 square feet. If two pools are constructed, neither pool shall have a water surface area of less than 800 square feet and both pools shall be in Land Bay C.

c. Delivery of the Recreation Center. The final facilities to be provided at the Recreation Center will be determined at the time of final site plan submission. The Recreation Center shall be constructed and operational prior to the issuance of the occupancy permit for the 300th residential dwelling unit at the Property. The Recreation Center shall be owned and maintained by the Homeowners Association created for the Property established pursuant to Proffer IV. below.

d. Marketing and Sales in the Recreation Center. Applicant reserves the right to conduct marketing and sales for the residential component of the PD-AAAR district within the Recreation Center; provided that Applicant shall limit such marketing and sales activities to a cumulative area no greater than four thousand five hundred (4,500) square feet of the Recreation Center facility. Such use shall no longer be permitted and shall be removed from the Recreation Center within twelve (12) months of approval of the zoning permit for the fifteen hundred and second (1,502nd) residential dwelling unit for the Property, unless the Applicant has receives an extension from the proven to the satisfaction of the Zoning Administrator in accordance with Proffer XVIII that extenuating circumstances prevented it from vacating the sales center by the above date. After such marketing and sales activities have been removed from the Recreation Center facility, Applicant shall provide within such vacated space, facilities and services as described in Proffer III.A.1.b above. Following the Applicant’s submission of the

Commented [KA6]: Thank you for making this a cumulative count for the Property. Again, a zoning permit trigger is recommended so that a homeowner would not be prevented from occupying a unit if the Rec Center is not delivered on time by the Developer.

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zoning permit application for the said 1,502nd residential zoning permit for the Property, the Applicant shall provide written notification of such submission to the Zoning Administrator.

2. Clubhouse in Land Bay B

a. Clubhouse Location. The Applicant shall construct a Clubhouse within Land Bay B in the approximate location as shown on Sheets 12 and 13 of the CDP. Such Clubhouse shall be for the exclusive use of residents of the Property, their guests and members of staff employed on the Property.

b. Size of the Clubhouse. The Clubhouse shall be a minimum of 5,000 square feet in size and shall include a kitchen/catering facility and an area for assembly, and may also include, but shall not be limited to, outdoor dining/bar, outdoor grills, facilities for outdoor performance, an auditorium/chapel space and game room. The Clubhouse shall be owned and maintained by the Homeowners Association established pursuant to Proffer IV.

c. Delivery of the Clubhouse. The Clubhouse shall be constructed and operational prior to the issuance of the occupancy permit for the 300th single-family detached or single-family attached (collectively) dwelling unit within Land Bay B.

d. Meeting/Community Space within Multi-Family Buildings in Land Bay B. Any multi-family buildings to be occupied in Land Bay B in advance of the construction and opening to use of the Clubhouse described in this Proffer shall include a meeting/community space of a minimum of 250 square feet for the residents of such building.

B. Open Space and Recreation Areas

1. Community Green. The Applicant shall construct a Community Green in Land Bay C in the general location depicted on Sheets 12 and 13 of the CDP. The Community Green shall contain a minimum of one acre and shall include a minimum of 10 benches. The Community Green shall be established and open prior to the issuance of the occupancy permit for the 300th residential dwelling unit at the Property.

2. Multi-purpose Courts. The Applicant shall construct four (4) multi-purpose courts in Land Bay C in the location generally depicted as “Multi-Purpose Court/Green” on Sheet 12 of the CDP. Such multi-purpose courts shall include, but not be limited to, tennis courts, pickleball courts (of a minimum of 20 feet in width and 44 feet in length) and bocce courts and shall be constructed and open prior to the issuance of the occupancy permit for the 300th residential dwelling unit at the Property.

3. Lawn Area. The Applicant shall provide a lawn area in Land Bay A of a minimum of 1,000 square feet located generally as depicted on Sheet 12 of the CDP. Such lawn area shall include a minimum of four benches. Such lawn area and benches shall be shall be established and open prior to the issuance of the occupancy permit for the 40th residential dwelling unit in Land Bay A.

4. Nature Garden. The Applicant shall provide a nature garden in Land Bay

Commented [KA7]: Per the preliminary subdivision for Land Bay B, there will only be 181 SFD and SFA units total in the land bay. Reduce this # to be well below the threshold. In addition, a zoning permit trigger is recommended for the reasons previously stated.

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D located generally as depicted on Sheet 13 of the CDP. Such nature garden shall consist of a minimum of five stations used for purposes such as, but not limited to, bird observation platform or area, butterfly garden, nature education/interpretation area, berry picking area and communal garden. Such stations shall be connected by the trails through Land Bay D depicted on Sheet 13 of the CDP and described in more detail below and shall be predominantly designed for the use and enjoyment of residents of the Property. The nature garden shall be shall be established and open prior to the issuance of the occupancy permit for the 500th residential dwelling unit at the Property.

5. Community Garden in Land Bay D. The Applicant shall provide an approximately two acre community garden in Land Bay D containing trails, a minimum of eight benches, a pavilion, greenhouses and community garden plots for use by residents. The greenhouses shall cumulatively include a minimum of 800 square feet. The community garden shall be established and open prior to the issuance of the occupancy permit for the 500th residential dwelling unit at the Property.

6. Tot Lot. The Applicant shall provide and open for use a tot lot in Land Bay C located generally as depicted on Sheet 12 of the CDP. The tot lot shall be established and open for use prior to the issuance of the occupancy permit for the 300th residential dwelling unit at the Property.

7. Exercise Stations. The Applicant shall construct a minimum of 10 exercise stations in the location generally depicted as “Clubhouse and Exercise Stations” on Sheet 12 of the CDP. Such exercise stations shall be provided and open for use in conjunction with the opening of the Clubhouse pursuant to Proffer III.A.2.c above.

C. Sidewalks and Trails. All of the public access easements provided and/or required pursuant to these Proffers shall be conveyed to the County at no public cost.

1. Trail Network Internal to Land Bays A, B and C. The Applicant shall construct pedestrian trails in Land Bays A, B and C, in the general alignments shown on Sheets 12 and 13 of the CDP. All trails shall be a minimum of ten (10) feet in width and shall be constructed within a fourteen (14) foot wide public access easement dedicated to the County. In addition to connecting residents with community facilities, such trails shall also be designed and constructed to link the Property with trails to be owned by the Brambleton Community Association (“BCA”) to the north and west of the Property. The trails shall be constructed in phases in conjunction with the development of the site plans, Construction Plans and Profiles (“CPAP”) or subdivisions within which or proximate to which such trails are located, for areas adjacent to the trails in Land Bays A, B and C. The trails constructed through Land Bays A, B and C shall be located in public access easements. Trails located within minor floodplain, major floodplain, the Scenic Creek River Buffer or 50 foot management buffer, each as depicted on Sheets 12 and 13 of the CDP, shall be constructed with a permeable surface. All trails constructed through Land Bays A, B and C shall be maintained by the Homeowners Association established pursuant to Proffer IV.

2. Sidewalk Network Internal to Land Bays A, B and C. The Applicant shall construct pedestrian sidewalks in Land Bays A, B and C. All sidewalks shall be a minimum of five (5) feet in width and constructed with a concrete surface. The sidewalks shall be constructed in

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phases in conjunction with the development of the site plans, Construction Plans and Profiles (“CPAP”) or subdivisions within which or proximate to which such trails are located, for areas adjacent to the sidewalks in Land Bays A, B and C. The sidewalks constructed through Land Bays A, B and C shall be located in public access easements dedicated to the County, as required by the Loudoun County Facilities Standards Manual. All sidewalks constructed through Land Bays A, B and C shall be maintained by the Homeowners Association established pursuant to Proffer IV.

3. Trails through the Community Green. Notwithstanding the aforementioned, trails shall be constructed and open for use through the Community Green in Land Bay C generally as depicted on Sheet 13 of the CDP prior to the issuance of the occupancy permit for the 300th residential dwelling unit at the Property.

4. Trails within Land Bay D. The Applicant shall construct pedestrian trails in Land Bay D in the general alignments shown on Sheet 13 of the CDP. All trails shall be a minimum of ten (10) feet in width, shall be constructed within a fourteen (14) foot wide public access easement dedicated to the County and shall be constructed with a pervious surface. All trails within Land Bay D shall be within a public access easement. Such trails shall be maintained by the Homeowners Association and shall be constructed and open for use prior to the issuance of the occupancy permit for the 500th residential dwelling unit at the Property.

5. Trails Adjacent to Loudoun County Parkway and Shreveport Drive. Trails adjacent to Loudoun County Parkway and Shreveport Drive shall be maintained by the Homeowners Association established pursuant to Proffer IV. All trails shall be constructed in conformance with VDOT or County standards, as applicable. In the event a trail or portion thereof is located outside of the right-of-way, it shall be subject to a 14-foot wide public access easement granted to the County. All said trails shall be a minimum of 10 feet in width, constructed with an asphalt surface and shall be provided at the time of construction of the associated sections of Loudoun County Parkway and Shreveport Drive and shall be designed to connect with sections of off-site trails depicted on Sheets 12 and 13 of the CDP as being constructed by others.

6. Broad Run Trail.

a. Construction of Trail by the Applicant. The Applicant shall construct a trail in the alignment generally depicted as “Broad Run Trail” in Land Bay D on Sheet 13 of the CDP. The trail shall be located within a thirty foot (30’) wide permanent public access easement, shall be a minimum of 10 feet in width and shall be a pervious surface. The conveyance of the public access easement to the County shall be at no public cost. Such trail shall be constructed and open for use prior to the issuance of the occupancy permit for the 500th residential dwelling unit at the Property, and shall be maintained by the Homeowners Association established pursuant to Proffer IV below.

b. Construction of Trail by Others. Upon written request by the County at any time, the Applicant shall convey a thirty foot (30’) wide permanent public access easement to the County, at no public cost, within Land Bays B and D in the general alignment depicted as “Broad Run Trail Easement (Trail To Be Constructed by Others)” on Sheet 13 of the

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CDP for the extension of the Broad Run Trail by Others. The final easement location shall be field located by the County.

7. Sidewalk on Creighton Road. Subject to the granting of all necessary temporary easements at no cost to Applicant, Applicant shall construct a five (5) foot wide sidewalk on the south side of Creighton Road, completely within the Creighton Road right-of-way, in conformance with VDOT standards, between the northwestern most limit of the Property boundary and the intersection of Creighton Road and Loudoun County Parkway. Such sidewalk shall be constructed and open for use prior to the approval of the zoning permit for the fiftieth (50th) residential dwelling unit for Land Bay A. [THIS PROFFER IS FULFILLED]

8. Since VDOT will not accept maintenance of pedestrian facilities that meander in and out of or straddle VDOT right-of-way limits, and, thus, will not accept street sections that contain such facilities until the County accepts responsibility for the maintenance of such facilities, multiple agreements may be required in order to obtain VDOT acceptance of such street sections containing partial walkways, and bond release for such street sections may be delayed until such agreements can be reached between and among the appropriate parties. Applicant acknowledges and accepts its responsibility for those actions within its control necessary to prepare and/or facilitate the execution of such agreements.

IV. ACTIVE ADULT COMMUNITY OWNERS ASSOCIATION

A. Home Owners Association Responsibilities. All residential property owners on the Property shall be a member of a Homeowners Association (“HOA”) established to regulate use and provide standards for the construction, landscaping and use of privately owned land and structures on the Property. The HOA shall provide landscaping and lawn maintenance for all common areas, shall be responsible for maintenance of all common recreational facilities and buildings, shall be responsible for maintenance of all storm drainage easements and stormwater management facilities not maintained by the County or VDOT, and shall contract for trash removal services. The HOA shall be responsible for the maintenance of all private streets (including snow removal), street lights, bus shelters and all sidewalks and trails in Land Bays A, B, C and D not otherwise maintained by the County or the Virginia Department of Transportation (“VDOT”). In addition to the foregoing, the HOA shall be responsible for all other obligations allocated to the HOA in this Proffer Statement.

B. Establishment of HOA [THIS PROFFER HAS BEEN FULFILLED]

1. Prior to the approval of the first residential or non-residential record plat or site plan for the Property, whichever is first in time, draft documents for the establishment of the HOA shall be submitted to the County for review and approval. The HOA shall be established, and the documents imposing the property covenants and the HOA authority and responsibilities (“HOA Documents”) shall be recorded, prior to the approval of the first residential or non-residential record plat or site plan for the Property, whichever is first in time.

2. The HOA documents shall include language restricting the age of residents on the Property, consistent with Proffers II.A.2, II.A.3, and II.A.4 above.

Commented [KA8]: Will have to verify with site visit

Commented [KA9]: Agreed.

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C. Property Management Association Commercial Owners Association

1. All owners of commercial property within Land Bay E shall be members of a Property Management Association Commercial Owners Association (“PMA COA”) established to regulate use and provide standards for the construction, landscaping and use of commercial properties in the area identified as “Approximate Area of Commercial Uses” on Sheets 12 and 13 of the CDP. The PMA COA shall provide landscaping and lawn maintenance for all common areas in Land Bay E, snow removal on all private streets in Land Bay E, and shall contract for trash removal services for Land Bay E. The PMA COA shall be responsible for the maintenance of all private streets, bus shelters, street lights, and sidewalks within Land Bay E and not otherwise maintained the County, VDOT or any other entity. In addition to the foregoing, the PMA COA shall be responsible for all other obligations allocated to the PMA COA in this Proffer Statement. The PMA COA shall be separate and apart from the HOA described in these Proffers.

2. Prior to the approval of the first record plat or site plan for Land Bay E, whichever is first in time, draft documents for the establishment of the PMA COA shall be submitted to the County for review and approval. The PMA COA shall be established, and the documents imposing the property covenants and PMA COA authority and responsibilities shall be recorded, prior to the approval of the first record plat or site plan for Land Bay E, whichever is first in time.

D. Community Design Standards

In order to provide for the implementation of design concepts, the HOA and PMA COA covenants shall require the establishment of an HOA Initial Construction Committee and a PMA COA Initial Construction Committee and shall require said Committees to adopt design standards in conformance with the Brambleton Active Adult Community Design Guidelines presented with this application and included by reference as Exhibit F (prepared by Parker Rodriguez, Inc., containing 5 pages, and dated May 16, 2015). These guidelines shall provide for the regulation of street frontage and architectural standards that will ensure the development of a unified community.

1. The Initial Construction Committee for the HOA shall be established and its design guidelines imposed via recorded covenants within three (3) months of the creation of the HOA and it shall review all development plans within Land Bays A, B, C and D. [THIS PROFFER HAS BEEN FULFILLED]

2. The Initial Construction Committee for the PMA COA shall be established and its design guidelines imposed via recorded covenants within three (3) months of the creation of the PMA COA and it shall review all development plans for Land Bay E. Within thirty (30) days of the PMA COA Initial Construction Committee being established, the Applicant shall submit a copy of the adopted design guidelines and standards to the Department of Planning and Zoning to demonstrate conformance with the design guidelines and standards included as Exhibit F to these Proffers.

Commented [KA10]: My understanding is design guidelines were established (I received a copy) but are not imposed via recorded covenant. If recorded, provide instrument #. If not recorded, I suggest re-wording this proffer to remove recordation requirement.

Commented [KA11]: Same comment as above.

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V. TRANSPORTATION

A. Dedication of Right of Way. As part of the approval of CPAP 2005-0080, the Applicant has dedicated right-of-way and associated easements necessary for the extension of Loudoun County Parkway and Shreveport Drive through the Property.

B. Loudoun County Parkway – Construction, Phasing & Timing [THIS PROFFER V.B HAS BEEN FULFILLED]

1. Loudoun County Parkway Section from Creighton Road (at the north) to Shreveport Drive (at the south).

a. CPAP for Northbound, Left Turn Lane. Within thirty (30) days following approval of this ZMAP 2013-0002 and ZCPA 2013-0001 application, Applicant shall submit plan revisions to CPAP 2005-0080 to provide for and permit the construction of a second left-turn lane from northbound Loudoun County Parkway onto westbound Shreveport Drive (identified as “Additional left turn lane proposed with this application” on Sheet 13 of the CDP).

b. Opening of Loudoun County Parkway Section and Tie-in to Traffic Signal, VDOT Coordination. Subject to (i) final coordination with the VDOT District Office (including inspection, final striping plan of this section of road, erection of messaging boards, and other similar review) and (ii) the timely approval of the amendment of CPAP 2005-0080 by the County, VDOT and any other reviewing authority, as well as the timely granting of any other necessary approvals (such as, but not limited to wetlands permits and storm water management approvals), the Applicant (and/or its affiliated development company, Brambleton Group L.L.C.) shall, no later than 30 days following the installation and activation/operation of a traffic signal at the intersection of Shreveport Drive and Route 659 (Belmont Ridge Road), construct and open to traffic a 4-lane divided Loudoun County Parkway between Station 192+64.61 and Station 162+00 in conformance with CPAP 2005-0080 and as provided in this Proffer V.B., including necessary turn lanes. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its construction obligations under this Proffer.

2. Loudoun County Parkway from Shreveport Drive (at the north) to the VDOT Route 606/Loudoun County Parkway/Old Ox Road project (at the south). No later than 90 days prior to the completion of construction of the VDOT Route 606/Loudoun County Parkway/Old Ox Road project, the Applicant shall construct and open to traffic a 4-lane divided Loudoun County Parkway between Station 162+00 and Station 144+04.37, as depicted on Exhibit G. Applicant reserves the right to place barricades at the intersection of Loudoun County Parkway and Shreveport Drive to prevent traffic from traveling south of Shreveport Drive until the VDOT Route 606/Loudoun County Parkway/Old Ox Road project has been opened to traffic. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer.

3. Southern Bridge Structure to be Constructed by Applicant.

Commented [KA12]: Staff understand road work is done, however, there are a number of agreements referenced in these proffers that have not been provided. Please provide copies of all executed agreements.

Commented [KA13]: Some station #’s were modified by ZCOR, I suggest re-verifying all station #’s cited in this Proffer statement.

Commented [KA14]: Updated. OK

Commented [KA15]: Beginning with this paragraph check all subsequent Exhibit References as they have not been updated. The below paragraphs refer to exhibits G through J that are proposed to be removed with this application.

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a. Plans (CPAR 2014-0043), Design & Estimated Costs for a 12-Box Culvert. Applicant has submitted construction plans to VDOT for the southern bridge structure as reflected on the grading plan sheet, Exhibit G (“Southern Bridge Design – 12-Cell Design & Engineer’s Cost Estimate”). This bridge, as proposed by Applicant for construction, would consist of a 12-box culvert design (four 16 feet by 16 feet box culverts and eight 16 feet by 14 feet box culverts). Applicant has also included an engineer’s cost estimate for this design within Exhibit G, which reflects a total estimated cost of $3,827,283. This said Southern Bridge Design is subject to VDOT and County review and approval, which has not been obtained. Applicant reserves the right (subject to County and VDOT approval) to revise the said Southern Bridge Design to address County and VDOT comments without the need for a Zoning Concept Plan Amendment (“ZCPA”) and otherwise subject to substantial conformance with these Proffers and the said Southern Bridge Design, subject to Loudoun County Zoning Administrator’s approval.

b. Alternative Triple 66’ Bebo Arch Bridge Design & Estimated Costs. As an alternative to the 12-box culvert design referred to above as the Southern Bridge Design – 12-Cell Design, Applicant has attached as Exhibit H an alternative and potential “triple 66’ bebo arch” design option for the southern bridge structure (also located approximately between stations 150+28.30 (to the south) and 152+33.80 (to the north)), as well as engineer’s estimated cost for said structure (as reflected within Exhibit H) of $5,900,000. Should this alternative triple 66’ bebo arch bridge design (or an alternative VDOT-, County- and Applicant-approved bridge design that otherwise remains consistent with similar VDOT-approved bridges in the Commonwealth of Virginia) be ultimately pursued and constructed (as provided herein), said plans are subject to VDOT and County review and approval. Applicant reserves the right (subject to County and VDOT approval) to revise the Exhibit H conceptual plans to address County and VDOT comments without the need for a ZCPA and otherwise subject to substantial conformance with these Proffers and plans included as Exhibit H, subject to Loudoun County Zoning Administrator’s approval.

c. Provisions related to Performance of the Southern Bridge Design – 12-Cell Design.

i. Pedestrian Overpass Agreements. Applicant has attached as Exhibit I templates entitled “Agreement for Maintenance of a Pedestrian Overpass within the Public Right-of-Way” and “County-State Agreement for Inspection and Maintenance of a County-Controlled Grade Separation Structure” which are forms of agreements currently existing on a number of pedestrian overpass and underpass structures within the Commonwealth of Virginia and Loudoun County.

ii. Dam Maintenance Agreement Forms. Applicant has attached as Exhibit J templates entitled “Agreement for Maintenance of a Dam within the Public Right-of-Way” and “County-State Agreement for Maintenance of Road Over a Dam”, which are forms of agreements currently in effect for a number of public roadways crossing dams within the County that have been located within VDOT rights-of-way.

iii. Agreements for 12-Box Culvert Design. The agreements in form as attached Exhibits I and J have been typically made between a developer (in this case, it would be the Applicant and its owners association) and the Board of Supervisors of Loudoun

Commented [KA16]: Example: This Exhibit G goes w/ the 2013 applications and is deleted in the list of exhibits. Revised accordingly.

Commented [KA17]: Example: There is no longer an exhibit H w/ this application. Revise accordingly.

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County, Virginia and between the Board of Supervisors of Loudoun County, Virginia and the Virginia Department of Transportation, as reflected therein. Agreements in a form substantially similar to Exhibits I and J are anticipated to be necessary and required in order to provide for Applicant and property owner association maintenance of the said culverts should VDOT and the County approve the proposed 12-box culvert design reflected under Exhibit G, with said final forms of such agreements to be reviewed and approved by Loudoun County and VDOT.

iv. The Parties Respective Responsibilities; Applicant’s Maintenance Requirements. Should the County and VDOT approve the said Southern Bridge Design – 12-Cell Design (12-box culvert bridge design), the Applicant and ultimately the HOA and/or PMA COA will be responsible for the maintenance of the culverts underneath this southern bridge structure, through an agreement in form substantially consistent with Exhibits I and/or J, which form will be revised to reflect the finally-approved Plans and designs by the County and VDOT for this 12-box culvert bridge design. Applicant will agree to commercially-reasonable standards such as those memorialized in Exhibits I and J, such as, but not limited to, maintenance, indemnification of Loudoun County, adequate liability insurance provisions, remedies and other provisions memorialized in Exhibits I and J, including the substantive provisions governing Loudoun County’s and VDOT’s rights and responsibilities thereunder (such as VDOT’s responsibility for accepting and maintaining Loudoun County Parkway including the road and associated appurtenances located above the 12-box culvert design) within the state’s Secondary System of State Highways, as provided in said forms.

v. Timing of Conclusion of Agreements. In order for the Applicant to remain on schedule for completion of the sections of Loudoun County Parkway for which Applicant is responsible, it is necessary that all three parties (the Applicant, Loudoun County and VDOT) draft, review, finalize, and execute said agreements within ninety (90) days of approval of the ZMAP 2013-0002 and ZCPA 2013-0001. Should the parties not conclude and finally execute said agreements within the ninety (90) day period, Applicant shall be required to proceed with the alternative triple 66’ bebo arch design referenced above in Proffer V.B.3.b. (consistent with VDOT’s standards) and as reflected in Exhibit H (or an alternative VDOT, County and Applicant-approved bridge design).

vi. Timing of Alternative Bridge Design. Should the Applicant be required to proceed with said alternative triple 66’ bebo arch bridge design Plans, it shall submit to the County and VDOT appropriate Construction Plans and Profiles (“CPAP”) for said bridge structure within one hundred and fifty (150) days of approval of ZMAP 2013-0002 and ZCPA 2013-0001. Applicant shall diligently pursue submission, revisions and responses to County and VDOT comments to said CPAP in order to maintain its currently anticipated construction schedule and complete the sections of Loudoun County Parkway for which Applicant is responsible as required under these Proffers (and as specified under Proffer V.B.2.). Notwithstanding the foregoing, the Zoning Administrator may grant an extension to these deadlines in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer.

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d. Alternative Bridge Design and Recalculation of Capital Facilities Cash-in-Lieu

i. Alternative Bridge Structure. If VDOT (a) has not approved and executed the noted maintenance agreement(s) within ninety (90) days of approval of ZMAP 2013-0002 and ZCPA 2013-0001 (as described in Proffer V.B.3.c.v. above), or (b) does not approve the 12-box culvert design (as reflected in Exhibit G and described in Proffer V.B.3.a. above) within said ninety (90) day period, or (c) determines and directs the Applicant to pursue the triple 66’ bebo arch design option described in Proffer V.B.3.b. above and reflected in Exhibit H (or an alternative VDOT-, County- and Applicant-approved bridge design that otherwise remains consistent with similar VDOT-approved bridges in the Commonwealth of Virginia), then the Applicant shall submit CPAP Plans for the triple 66’ bebo arch design reflected in Exhibit H (or such referenced alternative) within one hundred and fifty (150) days of approval of ZMAP 2013-0002 and ZCPA 2013-0001. Applicant shall thereafter diligently respond to all County and VDOT comments and proceed with all permits and construction, as required by these Proffers.

ii. Recalculation of Capital Facilities with Alternative Bridge Structure.

a. Additional Bridge Costs & Capital Facilities. Should the Triple 66’ Bebo Arch Bridge option be pursued under these Proffers (or an alternative VDOT-, County- and Applicant-approved bridge design), the Applicant’s Capital Facilities contribution provided for in Proffer VII.C.1 will be adjusted and reduced accordingly up to a maximum of $2,000,000 (as may be adjusted downward, as provided herein).

b. Documentation of Bridge Costs to County, Possible Adjustment to Capital Facilities Reduction. Within 60 days after the Applicant’s receipt of the Loudoun County Parkway Triple 66’ Bebo Arch Bridge structure permit or alternative bridge structure permit, the Applicant shall provide to the Zoning Administrator a final Loudoun County Parkway Budget summary (in a form substantially similar to the Loudoun County Parkway Budget summaries previously provided to Loudoun County), along with copies of the Applicant’s main contracts and/or invoices for alternative bridge structure.

c. Overall Zoning Permit Adjustment. The maximum $2,000,000 adjustment (or said figure as may be adjusted) will be deducted from the Applicant’s anticipated $10,523,633 Capital Facilities contribution (as required pursuant to Proffer VII.C.1.) and the Applicant’s contribution shall be adjusted and reduced accordingly, both as to the overall amount and as to the individual, per unit contribution for this Active Adult application, all subject to the adjustments of Proffer XVII. The Applicant shall coordinate the timing and resolution of said adjustment to overall Capital Facilities and individual zoning permit contribution amounts with the Zoning Administrator's Office and Building & Development in order to appropriately coincide with the approval and issuance of zoning and occupancy permits. The Applicant recognizes that, once a zoning permit is approved for a particular dwelling unit, the Capital Facilities contribution calculated and payable with respect to that particular dwelling unit cannot be adjusted retroactively.

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iii. Alternative Bridge Structure to be Maintained by VDOT. Should the triple 66’ bebo arch bridge structure be required by VDOT (or an alternative VDOT-, County- and Applicant-approved bridge design), said alternative bridge structure shall be constructed to VDOT’s standards by Applicant and shall be maintained by VDOT once completed and accepted by VDOT into the state highway system, not the Applicant, consistent with VDOT’s usual policies. In that event, the Applicant shall no longer be responsible for ongoing maintenance of this bridge, pursuant to Proffer V.B.3.c.iv. (The Parties Respective Responsibilities; Applicant’s Maintenance Responsibilities); said proffer to be rendered null and void.

C. Shreveport Drive improvements from the western Property boundary to the intersection of Loudoun County Parkway and Shreveport Drive. The Applicant (and/or its affiliated development company, Brambleton Group L.L.C.) shall, no later than 30 days following a traffic signal installed at the intersection Shreveport Drive and Route 659 (Belmont Ridge Road) pursuant to Proffer V.E.3. below becoming operational, construct a 4-lane divided Shreveport Drive between the western Property boundary, identified as Station 408+10 on Exhibit F, and the intersection of Shreveport Drive and Loudoun County Parkway, including necessary turn lanes. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer. [THIS PROFFER HAS BEEN FULFILLED]

D. Bus Service and Bus Shelters

1. The Applicant shall provide a van/bus, that can be operated without need for a commercial drivers license, to be used by the HOA to serve residents of the Property for resident events and services no later than the issuance of the occupancy permit for the 100th residential dwelling unit for the Property. The occupancy permit for the 101st residential dwelling unit shall not be issued until the Applicant has provided written documentation to the County Building and Development or Zoning Administration staff that said passenger van/bus has been provided.

2. The Applicant shall construct bus shelters in locations as agreed to between the Applicant and the County. The Applicant shall construct a minimum of three (3) bus shelters: one (1) shelter shall be constructed in each of Land Bay A, Land Bay B and Land Bay C. The three bus shelters shall be constructed and open for use no later than December 31, 2019.

3. The van/bus referenced above shall initially be available on a daily basis. Following the issuance of the occupancy permit for the two hundredth (200th) residential dwelling unit for the Property, the Homeowners Association may adjust the aforementioned schedule as deemed appropriate to meet the needs of homeowners. The said passenger van/bus shall provide transportation for members of the community to golf courses, places of worship, medical care facilities (outpatient only) and passive recreation space within a ten mile driving distance of the Property. It shall also provide transportation to the Club/Recreation Center in Land Bay C, commercial uses in Land Bay E, the proposed Brambleton Center (to be located in the south eastern quadrant of the intersection of Shreveport Drive and Route 659, as proffered with ZMAP 2012-0013 and ZCPA 2012-0009) and to the Brambleton Town Center.

Commented [KA18]: Shouldn’t this now be Exhibit G?

Commented [KA19]: County records indicate all 3 bus shelters are constructed.

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E. Traffic Signals

1. Traffic Signal at the Intersection of Loudoun County Parkway and Shreveport Drive [THIS PROFFER HAS BEEN FULFILLED]

a. Within five (5) days of approval of this ZMAP 2013-0002 and ZCPA 2013-0001, the Applicant shall fund, prepare and submit to VDOT a signal warrant study for a traffic signal at the intersection of Loudoun County Parkway and Shreveport Drive.

b. In the event the signal is warranted, the Applicant shall, prior to September 1, 2015, submit a design for the warranted signal to VDOT for review and approval and shall construct/install said signal as promptly as reasonably possible after signal design approval. Subject to approval by VDOT, the traffic signal shall include a pedestrian-activated crossing.

c. In the event the signal (i) is not warranted prior to the approval of the zoning permit for the 500th dwelling unit on the Property (or is warranted with contingency by VDOT) or (ii) in the event that the signal is installed by others, the Applicant shall contribute three hundred and fifty thousand dollars ($350,000) to the County prior to the approval of the zoning permit for the 500th dwelling unit or within thirty (30) days after the signal installed by others is operational, whichever occurs first. Such funds shall be used towards regional road or transportation improvements in the vicinity of the Property. In the event the Applicant contributes three hundred and fifty thousand dollars ($350,000) to the County in accordance with this Proffer, the requirements of this Proffer shall be deemed fulfilled.

2. Traffic Signals at Entrances to the Property

a. Upon written request from the County at any time, the Applicant shall fund, prepare and submit to VDOT signal warrant studies for traffic signals at (i) the southernmost proposed access point from Loudoun County Parkway to Land Bays B and C (in the location depicted on Sheet 12 of the CDP), and (ii) at the entrance to Land Bay E from Shreveport Drive.

b. In the event one or more of the traffic signals are warranted, the Applicant shall submit a design for each warranted signal to VDOT for review and approval and, as early as practicable, shall design and install each warranted traffic signal. Subject to approval by VDOT, each traffic signal shall include a pedestrian-activated crossing.

c. Prior to the issuance of the occupancy permit for the 1,502nd dwelling unit and promptly following the issuance of the occupancy permit that would result in the cumulative total of occupancy permitted non-residential square footage of development on the Property exceeding 20,000 square feet in Land Bay E, whichever occurs first, the Applicant shall fund, prepare and submit to VDOT signal warrant studies for each signal referenced in Proffer V.E.2.a. above that was previously unwarranted (the “Second Warrant Study Submission”). The Applicant shall provide written notification to the Zoning Administrator of the delivery to VDOT of the Second Warrant Study Submission. In the event one or more of such traffic signals are warranted, the Applicant shall submit a design for each warranted signal to VDOT for review and

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approval and, as early as practicable, shall design and install each such warranted traffic signal. Subject to approval by VDOT, each traffic signal shall include a pedestrian-activated crossing.

d. In the event one or both signals is first warranted, or is designed and installed by others, within four years following the submission of the Second Warrant Study defined herein, the Applicant shall contribute three hundred and fifty thousand dollars ($350,000) to the County towards regional road or transportation improvements in the vicinity of the Property for each installed signal.

e. In the event neither signal is warranted or constructed by others within four years following the submission of the Second Warrant Study, the Applicant shall have no responsibilities under this Proffer for such signals.

3. Traffic Signal at the Intersection of Route 659 (Belmont Ridge Road) and Shreveport Drive. [THIS PROFFER HAS BEEN FULFILLED]

a. The Applicant shall construct/install a traffic signal at the intersection of Route 659 (Belmont Ridge Road) and Shreveport Drive. Such signal shall be constructed/installed within nine (9) months of final approval by VDOT of the signal design. A signal warrant study and signal design for said signal has previously been submitted by Applicant to VDOT.

b. In the event the said signal is not warranted prior to the approval of the zoning permit for the seven hundred and fiftieth (750th) residential dwelling unit for the Property, the Applicant shall contribute three hundred and fifty thousand dollars ($350,000) to the County towards regional road or transportation improvements in the vicinity of the Property.

F. Pedestrian Underpass Crossings

1. Locations. The Applicant has constructed one underpass crossing under Shreveport Drive and shall construct another underpass crossing under Loudoun County Parkway. The general locations of the existing and proposed underpasses are depicted on Sheet 13 of the CDP as “Pedestrian Underpass”. Construction and final location of pedestrian underpasses shall be subject to final engineering and final approval by VDOT and the County. Pedestrian underpasses will be designed and constructed of pre-cast or cast-in-place concrete, in accordance with approved VDOT designs. [THIS PROFFER HAS BEEN FULFILLED]

2. Design. Each underpass shall be lighted between dusk and dawn and shall be a minimum of 8 feet in height and a minimum of 9 feet in width.

3. Timing of Pedestrian Underpass Construction [THIS PROFFER HAS BEEN FULFILLED]

a. Existing Shreveport Drive Underpass. Applicant has constructed, pursuant to CPAP 2005-0080, an underpass shown on Sheet 13 of the CDP crossing under Shreveport Drive.

Commented [KA20]: Agreements needed and lighting was not final at last inspection.

Commented [KA21]: Same as above.

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b. Proposed Loudoun County Parkway Underpass.

i. In the event the Applicant pursues an alternative to the Southern Bridge Design – 12-Cell Design as referenced in Proffer V.B.3.b., in addition to the Loudoun County Parkway construction requirements reflected under Proffers V.B.2. and V.B.3., and assuming it is approved by the County and VDOT, the Applicant shall, within 120 days of approval of this ZMAP 2013-0002 and ZCPA 2013-0001, submit all necessary civil engineering documents to the County and VDOT for the proposed Loudoun County Parkway underpass.

ii. The Applicant shall construct the proposed Loudoun County Parkway underpass; said underpass is anticipated to be located north of the Loudoun County Parkway-Broad Run bridge structure to be constructed by the Applicant (as reflected in Proffer V.B.3.) and south of the intersection of Loudoun County Parkway and Shreveport Drive.

iii. In the event this pedestrian underpass is not approved by the County or VDOT prior to the approval of the first residential zoning permit for the Property, the Applicant shall, in lieu of constructing the pedestrian underpass, contribute $250,000 dollars to the County for use toward regional road improvements at the discretion of the Board of Supervisors. Such contribution shall be paid on a per unit basis in the amount of $166.45 per dwelling unit, provided that the amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer XVII. below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable prior to the issuance of the occupancy permit for such dwelling unit for the Property. Such contribution shall be in addition to the capital facilities, regional road and mass transit contributions discussed in Proffer VII. below.

4. Engineering Design and Storm Water. Pedestrian underpass locations will be situated so that the entrance and exit invert elevations of those underpasses will be higher than the two year storm event headwater and/or tailwater elevations of nearby storm water facilities. [THIS PROFFER HAS BEEN FULFILLED]

5. County and VDOT Approval. Notwithstanding the foregoing, the Applicant shall not have any obligation to provide pedestrian underpasses unless, at the time construction of an underpass would otherwise be required, the County, Applicant, and the HOA defined by these Proffers have entered into an agreement (in such forms substantially similar to those contained within Exhibit I (Agreement for Maintenance of a Pedestrian Overpass/Underpass within the Public Right-of-Way and a County-State Agreement for Inspection and Maintenance of a County-Controlled Grade Separation Structure) providing, among other things, that VDOT shall have no obligation to inspect, maintain, repair or replace the underpass, except for structural integrity, and that Developer and the HOA agree that they will bear all liability for all inspection, maintenance, or repair of the underpass (including public safety security systems such as lighting) and any portion of the roadway damaged or destroyed due to necessary repair work on the underpass or its failure; including maintaining the lighting system in good working order with all lights functional, keeping the underpass lit during all times of foreseeable use, and assuring that the underpass is in safe physical condition during all times of foreseeable use, and with such further provisions as may be necessary, such that the said public roads with pedestrian underpasses can and will be accepted by VDOT into the State Highway System. [THIS PROFFER HAS BEEN

Commented [KA22]: Please provide documentation

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FULFILLED]

G. Abandonment of Creighton Road . [THIS PROFFER HAS BEEN FULFILLED]

Prior to the submission of the first record plat or first site plan for Land Bay A or Land Bay B, whichever is first in time, the Applicant shall submit to the County a formal abandonment request/petition for the portion of existing Creighton Road depicted as “Ex. 30’ Prescriptive Right-of-Way” on Sheet 4 of the CDP.

H. Proposed Arcola Boulevard Improvements.

1. The Applicant (and/or its affiliated development company, Brambleton Group L.L.C.) shall, construct a four-lane divided section of the Proposed Arcola Boulevard between Station 212+08.85 and Station 204+90.35 as depicted on Exhibit G and labeled as “Prop. West Spine Road”, including required trails within the dedicated right-of-way. Such improvements shall be open to traffic, but not necessarily accepted by VDOT for maintenance, no later December 31, 2019. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer.

2. In the event the improvements to Arcola Boulevard described in Proffer V.H.1. above are not constructed by or on behalf of the Applicant or Brambleton Group L.L.C. and are constructed by others, the Applicant shall, following construction of the improvements by others, within ninety (90) days of receipt of written request from the County and in lieu of construction of such improvements, make a cash contribution to the County in the amount of the actual costs (as confirmed by invoices) expended by such other party, with such cash contribution to be used in the discretion of the Board of Supervisors toward reimbursement of such others for such construction or used towards other regional road or transportation improvements.

I. Construction of Transportation Improvements

For the purposes of these Proffers the term “construct” is intended to mean open to traffic prior to the approval of the specified permit or land development application and does not require that the road improvement be accepted into the VDOT system for maintenance.

VI. ENVIRONMENT

A. Tree Conservation and Tree Protection

1. Tree Conservation Areas. The Applicant shall establish tree conservation areas in the locations shown on Sheets 12 and 13 of the CDP as the “Tree Conservation Area.” 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 trails and any such clearing shall be limited to the minimum area required for said construction. The final delineation of the Tree Conservation Areas shall be in substantial conformance with that shown on Sheets 12 and 13 of the CDP and shall be phased in and established with contiguous site and/or subdivision plans.

Commented [KA23]: Proffered agreements have yet to be finalized.

Commented [KA24]: Agreed.

Commented [KA25]: Updated OK

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2. Minimum 80% Tree Conservation Area. A minimum of eighty (80) percent of the canopy within the cumulative Tree Conservation Area depicted on the CDP will be preserved, exclusive of stands of Virginia Pine over 25 years in age. Eighty percent of the Tree Conservation Area has been calculated as 28.4 acres. In the event that the eighty (80) percent canopy threshold preservation cannot be achieved within the designated Tree Conservation Areas, all such canopy deficit will be recaptured elsewhere onsite in locations to be designated at the discretion of the Owner in consultation with the County Urban Forester. Boundaries of all Tree Conservation Areas shall be delineated on all site plans and CPAPs and on the record plat recorded for each section of the development.

3. Clear Delineation of Tree Conservation Area. Construction plans shall clearly define the limits of the Tree Conservation Areas and all such areas shall be clearly marked in the field. Tree protection fencing shall be placed outside the drip lines along the Tree Conservation Area prior to commencing land-disturbing activities.

4. Removal of Dead, Dying Vegetation. The Applicant reserves the right to remove, in consultation with the County Urban Forester, any dead, damaged, dying or diseased trees and vegetation.

5. Replacement Trees & Planting. If, during construction on the Property, it is determined by the Applicant’s certified arborist and/or the County Urban Forester that any healthy tree located within the boundaries of any of the Tree Conservation Areas described in this Proffer has been damaged during construction and will not survive, then the Applicant 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 County Urban Forester.

6. HOA Documents. The HOA Documents shall include a provision that prohibits removal of trees in Tree Conservation Areas, as shown on the record plat, after construction has been completed by the Applicant without specific permission of the County 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 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 HOA Documents shall clearly state that such provisions prohibiting tree removal shall not be amended by the Applicant or HOA without written approval from the County. [THIS PROFFER HAS BEEN FULFILLED]

7. Record Plats. The record plat for each portion of the Property containing a Tree Conservation Area shall contain a note stating that the removal of trees within a Tree Conservation Area is prohibited except in accordance with the HOA Documents which may be titled as Declaration of Covenants.

Commented [KA26]: Overall, this proffer is regulatory in nature. HOA establishment is already marked fulfilled, so this proffer would not be marked fulfilled.

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B. Best Management Practices (“BMP”). The stormwater management (“SWM”) facility identified on Sheet 12 of the CDP as “Lake for Water-Related Activities (Lake Also Serves as SWM/BMP Facility)”, approved by CPAP 2006-0120, and the SWM facilities identified on Sheet 12 of the CDP as “Proposed SWM/BMP Facility”, approved with CPAP 2010-0023, shall be constructed as wet ponds and not dry ponds and shall comply with the requirements of the Loudoun County Facilities Standards Manual and the applicable State stormwater regulations. The Applicant reserves the right to construct additional SWM and/or BMP facilities on the Property subject to approval by Loudoun County. Such additional SWM and/or BMP facilities shall comply with the requirements of the Loudoun County Facilities Standards Manual and applicable State stormwater regulations. [THIS PROFFER HAS BEEN FULFILLED]

C. Reforestation in Open Areas.

1. Preparation and Submission of a Riparian Planting Plan. The Applicant shall submit a riparian planting plan, prepared by a professional forester, landscape architect, or certified arborist, for the replanting of open areas within or adjacent to the floodplain (such open areas being identified on Sheets 12 and 13 of the CDP as “Approximate location of reforestation area to mitigate buffer impacts”) in an amount equal to the area of the proposed development that encroaches into the 50-foot Management Buffer associated with jurisdictional waters and wetlands (as identified on Sheets 12 and 13 of the CDP as “Area of 50 foot Management Buffer Encroachment”). Such encroachment may only occur in those locations identified on Sheet 12 and 13 of the CDP and the square footage of any necessary encroachment shall be shown on each relevant site plan or CPAP. Such replanting plan shall be submitted at the time of submission of the first site plan, or CPAP for the Property, whichever is first in time, for review and approval by the County Urban Forester. The riparian plantings may take place on other portions of the Property as reflected on Sheets 12 and 13 of the CDP so long as the Applicant demonstrates that its riparian planting plan provides an amount equal to or greater than any encroachments into the 50-foot Management Buffer.

2. Implementation of the Riparian Planting Plan. Such plan shall address site preparation, including the removal of invasive species, and shall provide for 3 gallon, containerized, native, deciduous trees to be planted at a density of 300 trees (180 canopy trees and 120 understory trees) per acre (or if less than one acre an appropriate number of trees calculated for the planting area based on this density) on a 12-foot by 12-foot staggered grid. The approved riparian planting plan shall be implemented concurrently with the development of the first approved site plan or CPAP, whichever is first in time, for the Property. A targeted stocking of 75 percent survival with uniform distribution shall be achieved within one year of planting as determined by the County Urban Forester. In the event that the targeted stocking is not achieved, the Applicant shall provide a one-time supplemental planting to achieve the full, initial stocking.

D. Lighting. All lighting fixtures used in parking areas and on building exteriors shall be designed and constructed with full cutoff and fully shielded lighting fixtures so that the light will be directed inward and downward toward the interior of the Property to prevent glare on adjacent properties and streets. The maximum average illumination for parking lots shall be 3 foot candles and the maximum average illumination for exterior building lighting, including security

Commented [KA27]: Work is not complete for SWM throughout the development.

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lighting, shall be 5 foot candles. All lighting in Land Bay E shall comply with the Light and Glare Standards of Section 5-1504 of the Zoning Ordinance.

VII. CAPITAL FACILITIES, REGIONAL ROAD AND MASS TRANSIT CONTRIBUTIONS

A. Total Additional Contribution. In addition to the transportation improvements proffered herein, the Applicant shall make a contribution of $10,523,633 towards capital facilities, regional road or transportation and mass transit improvements for use at the discretion of the Board of Supervisors. This contribution is intended to address capital facilities, regional road improvements and mass transit improvements the need for which is generated by the 1,502 residential units proposed on the Property under this ZCPA-2018-0008 and certain cash-in-lieu payments associated with other zoning approvals as described in Proffer VII.B. The timing for payment of such contribution is described below.

B. Cash-in-Lieu Payments. On October 16, 2007, the Board of Supervisors approved rezoning applications designated as ZMAP 2005-0020 (Brambleton Active Adult), ZMAP 2004-0024 (Brambleton Brandt), ZMAP 2004-0025 (Brambleton Corner), and ZMAP 2004-0026 (Brambleton Town Center-Residential). Proffers approved with each of these said applications included a commitment to the construction of portions of Loudoun County Parkway and Shreveport Drive (f/k/a East-West Connector/Route 621 Relocated) (the “Approved Proffers”). The Approved Proffers provide a requirement for cash-in-lieu payments in the event all or part of Loudoun County Parkway or Shreveport Drive are constructed by others. Such payment was to be made at the time of issuance of residential zoning permits approved for each of the four developments. The VDOT Route 606/Loudoun County Parkway/Old Ox Road project referred to in Proffer V.B.2. above is anticipated to include the construction of sections of Loudoun County Parkway and Shreveport Drive committed to in the Approved Proffers.

C. Proposed Contributions. In fulfillment of the commitment to proffered contributions made in the Approved Proffers and in fulfillment of capital facilities, regional road and mass transit improvements, the need for which is generated by the development of the Property under this ZMAP 2013-0002 and ZCPA 2013-0001, the following contributions shall be made to the County (each of these four contributions have been CPI escalated to 2015 values).

1. ZMAP 2013-0002 and ZCPA 2013-0001 / ZMAP 2005-0020 (Brambleton Active Adult). Consistent with these Proffers, the contribution for capital facilities, regional road and mass transit improvements, deletion of prior application library site credit, and cash-in-lieu and cash contribution from prior application, payable for Brambleton Active Adult pursuant to this ZMAP 2013-0002 and ZCPA 2013-0001 is anticipated to total $10,523,633 with additional adjustments per Proffer XVII, which payment shall be made on a per unit basis (of $7,006.22 per dwelling unit) for all residential dwelling units to be constructed on the Property pursuant to this ZMAP 2013-0002 and ZCPA 2013-0001. The amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer XVII below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable prior to the issuance of the occupancy permit for such dwelling unit.

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2. ZMAP 2004-0024 (Brambleton Brandt). Upon completion of VDOT’s Route 606/Loudoun County Parkway/Old Ox Road project, the cash-in-lieu payment for ZMAP 2004-0024 will be $386,309. The residential units approved with ZMAP 2004-0024 have been constructed and have all received occupancy permits or will have received occupancy permits at the time the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic. Therefore, at such time as construction of the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic, the Applicant shall make a one-time contribution to the County in the amount of $386,309. [THIS PROFFER HAS BEEN FULFILLED]

3. ZMAP 2004-0025 (Brambleton Corner). Upon completion of VDOT’s Route 606/Loudoun County Parkway/Old Ox Road project, the cash-in-lieu payment for ZMAP 2004-0025 will be $80,208. The residential units approved with ZMAP 2004-0025 have been constructed and have all received occupancy permits or will have received occupancy permits at the time the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic. Therefore, at such time as construction of the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic, the Applicant shall make a one-time contribution to the County in the amount of $80,208. [THIS PROFFER HAS BEEN FULFILLED]

4. ZMAP 2004-0026 (Brambleton Town Center-Residential). Upon completion of VDOT’s Route 606/Loudoun County Parkway/Old Ox Road project, the cash-in-lieu payment for ZMAP 2004-0026 will be $235,714. The residential units approved with ZMAP 2004-0026 have been constructed and have all received occupancy permits or will have received occupancy permits at the time the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic. Therefore, at such time as construction of the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic, the Applicant shall make a one-time contribution to the County in the amount of $235,714. [THIS PROFFER HAS BEEN FULFILLED]

VIII. NOISE IMPACT STUDY

A. Highway Noise

1. Noise Study for Areas Contiguous with Loudoun County Parkway and Shreveport Drive. Concurrently with the submission of site plan application for residential units adjacent to the Loudoun County Parkway and Shreveport Drive frontages of the Property, the Applicant shall submit a noise impact study or noise impact studies to the County that will determine the need for any additional buffering and noise attenuation measures along the Loudoun County Parkway and Shreveport Drive frontages of the Property. The requirements of this Proffer VIII. shall not apply to uses in Land Bay E.

2. Noise Study Preparation. Each noise impact study shall be conducted by a certified professional engineer. The noise impact studies will be based on traffic volumes for Loudoun County Parkway and Shreveport Drive at a time that is ten to twenty years from the start of construction on the Property based on the most recent and applicable forecast available from the County's Department of Transportation and Capital Infrastructure, the ultimate road configuration as defined in the 2010 Countywide Transportation Plan (“CTP”), and the ultimate

Commented [KA28]: Noise study resulted in agreement to record a Supplementary Declaration with Land Bay B. This does not appear to have been recorded. Please provide documentation.

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design speed, pavement type, and proposed topography.

3. Mitigation. Each noise study will be prepared using the latest version of the Federal Highway Administration's Traffic Noise Prediction Model. Noise impacts shall be deemed to occur if predicted highway noise levels substantially exceed the existing noise levels (a 10 decibel increase over existing noise levels) or approach (one decibel less than), meet, or exceed the Noise Abatement Criteria identified in the CTP. For all uses deemed to be subject to such noise impacts, the Applicant shall provide noise attenuation measures along Loudoun County Parkway and Shreveport Drive as identified in the noise impact study and sufficient to mitigate the anticipated noise impacts prior to the approval of occupancy permits for any impacted structures. Such noise attenuation measures shall be shown on the applicable site plan or construction plan. Noise attenuation measures shall result in noise levels less than impact levels (2 decibels less than the Noise Abatement Criteria) and shall result in a noise reduction of at least 5 decibels below predicted highway noise levels. Where noise attenuation measures are determined to be required, priority shall be given to passive measures (to include adequate setbacks, earthen berms, wooden fences, and vegetation). Structural noise attenuation measures (e.g., noise walls) shall be used only if adequate noise attenuation cannot otherwise be achieved. The first occupancy permit for any dwelling unit or other noise-sensitive use located upon property along Loudoun County Parkway or Shreveport Drive shall not be issued until Applicant has provided written documentation from County Building and Development staff or the Zoning Administrator that such required attenuation measures have been constructed or installed or are not required. All such noise attenuation measures shall be located on HOA owned property, and the HOA Covenants shall clearly state that all required noise attenuation measures shall be maintained by the HOA and shall not be removed without written approval from the County.

B. Airport Noise

1. The Applicant shall provide a noise impact study to the County that will determine the required noise attenuation measures throughout the Property to mitigate any noise from Dulles Airport. The noise impact study shall address the noise generated by flights to and from Dulles Airport at the time of build-out of the Property, which is anticipated to occur in 2020. The study will be conducted by a certified professional engineer and submitted to the County in conjunction with the submission of the first construction plan or site plan application for the Property that includes development of residential units. If it is determined by County staff that the yearly interior day-night average sound level (db(A) Ldn) will exceed 45 decibels, the Applicant will incorporate such noise attenuation measures as directed by the engineering firm that performs such study sufficient to mitigate the noise impacts from aircraft overflights and aircraft noise prior to the approval of occupancy permits for any residential dwelling units impacted by such noise levels. No occupancy permit for any dwelling unit located within the Airport Impact Overlay District shall be issued until Applicant has provided written documentation from County Building and Development staff or the Zoning Administrator that such required noise attenuation measures have been incorporated into such dwelling unit or are not required. [THIS PROFFER HAS BEEN FULFILLED]

2. As required by Section 4-1400 of the Zoning Ordinance for residential units located within the Airport Impact Overlay District, the Applicant shall disclose to all prospective

Commented [KA29]: Please provide documentation.

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purchasers of such residential units the component of the AI District in which the lot is located and that such dwelling unit is located within an area that will be impacted by aircraft overflights and aircraft noise.

IX. FIRE AND RESCUE SERVICES

A. Levels of Contribution For Residential And Non-Residential Uses. Applicant shall make a one-time contribution to the County of $126.91 per unit for each residential dwelling unit on the Property (such amount being the 2015 equivalent of $60.00 per unit in 1988 Dollars). The adjusted amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer IX.C. below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable by the Applicant prior to the issuance of the occupancy permit for such dwelling unit. Prior to the approval of each zoning permit for any non-residential structure on the Property, the Applicant shall pay to the County a one-time contribution of $0.10 (in 1988 Dollars) per gross square foot of non-residential floor area.

B. Equal Distribution. The contributions described in this Proffer shall be for distribution to the Fire and Rescue companies providing service to the Property. The contributions shall be divided equally between the servicing Fire and Rescue companies.

C. CPI Adjustment for Residential and Non-Residential Uses. The amount of the fire and rescue contribution for each dwelling unit shall be adjusted annually from the base year of 2015 and shall change effective each January 1 thereafter, based on the Consumer Price Index, for all urban consumers (CPI-U) as published by the United States Department of Labor, Bureau of Labor Statistics for the Washington Baltimore, MD-VA-DC-WV Consolidated Metropolitan Statistical Area (the “CPI”). The amount of the fire and rescue contribution for each non-residential structure shall be adjusted annually from the base year of 1988 and shall change effective each January 1 thereafter based on the CPI.

D. Support of Volunteer Fire and Rescue System. Notwithstanding the foregoing, if at the time of the application for any said residential or non-residential zoning permit, the primary servicing fire and rescue companies do not utilize, to any significant extent, either volunteer staff or apparatus owned by a volunteer organization, then no contribution will be provided by the Applicant. The intent of the foregoing provisions is to support volunteer fire and rescue staffing and operations so long as any significant element of the primary provider of fire and rescue services to the Property is volunteer owned or operated. If only one of these services has ceased to utilize volunteer staff and apparatus, then the contribution shall be halved and shall be provided to the remaining company.

X. OPEN SPACE PRESERVATION

The Applicant shall contribute to Loudoun County $46.00 per dwelling unit constructed on the Property. The adjusted amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer XVII. below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable by the Applicant prior to the issuance of the occupancy permit for such dwelling unit. Such contribution shall be used towards

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the provision or purchase of Open Space Easements, parkland and/or recreational amenities within the Dulles Planning Subarea.

XI. UNMET HOUSING NEEDS CONTRIBUTION

A. Unmet Housing Needs. The Applicant shall make an unmet housing needs contribution for three hundred and forty one single family attached and single family detached units developed on the Property, in the total amount of up to $660,000 (341 units multiplied by the $1,935.48 per unit contribution equals $660,000).

B. Payment of Contribution. To assist the County in keeping a record of unmet housing needs contributions payable for said 341 market-rate units proposed by these Proffers, and in lieu of making a $1,935.48 per unit contribution to the County towards unmet housing needs for 341 market-rate units, the Applicant shall contribute $439.41 per dwelling unit for each of the 1,502 units that may be developed on the Property.

C. Timing of Contributions. The adjusted amount of each contribution of $439.41, described in this Proffer XI., payable for each dwelling unit, adjusted pursuant to Proffer XVII. below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit on the Property and shall be payable by the Applicant prior to the issuance of the occupancy permit for such dwelling unit.

D. Use of Unmet Housing Needs Contributions. All of the unmet housing needs contributions made pursuant to this Proffer XI. shall be used for such purposes as, without limitation, facilitating the creation of rental housing units or providing purchasing assistance for qualified applicants in Loudoun County with a household income of between 0% and 100% of the Washington Metropolitan Statistical Area median income (“AMI”) as published by the U.S. Department of Housing and Urban Development. Said contributions shall be placed by the County in an account for affordable housing to serve households with incomes between 0% and 100% of the AMI at the discretion of the Board of Supervisors and shall not be required to be deposited in the County of Loudoun Housing Trust.

XII. UNIVERSAL DESIGN ELEMENTS

The Applicant shall require all residential builders of units on the Property to offer universal design element options to their purchasers. Builders, at the request of individual purchasers, shall install universal design elements if purchasers choose such options prior to the start of construction.

XIII. AVIGATION EASEMENTS

The Applicant shall provide an avigation easement to the Metropolitan Washington Airports Authority (“MWAA”) over the Property in accordance with the County’s Revised General Plan and the Revised 1993 Zoning Ordinance. Such easement shall be granted and recorded in the Land Records prior to the first record plat or first site plan for the Property, whichever is first in time, creating a residential lot on the Property. [THIS PROFFER HAS BEEN FULFILLED] Commented [KA30]: agreed

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XIV. WATER AND SEWER

The Property shall be served by public central water supply and public central sanitary sewer systems. The Applicant shall construct and install all water and sewer extensions and connections necessary for development of the Property at no expense to the Loudoun County Sanitation Authority ("Loudoun Water”) or to Loudoun County (the “County”). Such water and sanitary sewer extensions and connections shall be constructed in accordance with Loudoun Water’s standards.

XV. RECREATIONAL USE OF STORM WATER MANAGEMENT FACILITY

A. Lake for Fishing. The storm water management facility located in Land Bay A shall be used for active recreation purposes. The facility is labelled “Lake for water related activities” (the “Lake”) on Sheet 12 of the CDP. The Lake shall be stocked with fish and shall be available for use by residents of the Property and their guests.

B. Stocking of Lake with Fish. The Applicant shall stock the Lake prior to May 1st in 2016 and prior to May 1st of the following two successive years. In 2016, the Applicant shall stock the Lake with a minimum four hundred (400) fish. In 2017, the Applicant shall stock the Lake with a minimum three hundred (300) fish. In 2018, the Applicant shall stock the Lake with a minimum two hundred (200) fish. The Applicant shall include in each stocking effort a combination of bass, catfish, sunfish and a breed of minnow to be determined by the Applicant. [THIS PROFFER HAS BEEN FULFILLED]

C. Monitoring of Fish Levels. Following the stocking of the Lake as discussed in Proffer XV.B., fish levels in the Lake shall be monitored every two years with the first monitoring exercise taking place in 2020. Such monitoring shall be undertaken by an independent fish and wildlife consultant selected and paid for by the Applicant. The Applicant shall follow the recommendations of the fish and wildlife consultant to ensure that a healthy stocking level of bass, catfish, sunfish and a breed of minnow selected by the Applicant is being maintained appropriate to size of the Lake.

D. Water Level Maintenance. The Lake is anticipated to have a normal operating water level elevation of approximately 274.00 feet (above sea level). The Applicant shall maintain a minimum water level elevation of the Lake of 270.25 feet. The Applicant shall monitor the water level elevation of the Lake every two years with the first monitoring exercise taking place in 2020. Such monitoring shall be undertaken by an independent fish and wildlife consultant or certified engineer selected and paid for by the Applicant.

E. Reporting to the County. No later than three months following each monitoring event discussed above, the independent fish and wildlife consultant or certified engineer shall notify the Zoning Administrator of its findings and any necessary recommendations to maintain a healthy level of fish appropriate to the size of the Lake or minimum water level elevation.

Commented [KA31]: Agreed

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F. Ongoing Monitoring

a. The monitoring of healthy fish levels and water level elevations of the Lake shall continue every two years until three consecutive monitoring events show that the Lake’s water elevation level and healthy fish levels are being maintained. At such point, the Applicant shall be deemed to have fulfilled its requirements under this Proffer XV.

b. In the event that the biennial monitoring events required above indicate that the Lake’s water elevation level is not being maintained and/or a healthy stocking of fish is not present, the Applicant shall continue to monitor the Lake’s water elevation level and fish stocking levels in conformance with these Proffers until the provisions of Proffer XV.F. are addressed.

XVI. AREAS FOR COLLECTION OF REFUSE AND RECYCLING FACILITIES

A. Receptacles for Recyclable Materials. Where dumpsters are provided within Land Bay E for the storage of trash generated by commercial uses within Land Bay E, additional space shall be provided to accommodate receptacles for recyclable materials.

B. Trash Containers for Recyclable Materials. A minimum of ten (10) trash containers shall be provided proximate to commercial uses in Land Bay E, specifically for the collection of recyclable materials. Maintenance and proper disposal of the contents of such recycling containers shall be provided by the PMA COA. Five (5) of the required recycling trash containers shall be provided prior to the approval of the non-residential zoning permit that would result in the cumulative total of zoning permitted non-residential square footage of development exceeding fifty thousand (50,000) square feet of commercial floor space in Land Bay E. The remaining five (5) trash containers shall be provided prior to the approval of the non-residential zoning permit that would result in the cumulative total of zoning permitted non-residential square footage of development exceeding one hundred thousand (100,000) square feet of commercial floor space in Land Bay E.

XVII. ESCALATOR

Except for the fire and rescue contributions for non-residential zoning permits which are subject to a separate annual adjustment provision as specified in Proffer IX above, and unless otherwise specified, all cash contributions enumerated in these proffers shall be subject to an annual adjustment based on the CPI (defined in Proffer IX.C. above) with a base year of 2015. This adjustment shall take effect each January 1.

XVIII. DATE CERTAIN TRIGGERS

All proffer triggers contained herein with a date certain shall be met unless the Applicant receives an extension from the Zoning Administrator who may grant such extension if he/she determines an extraordinary event or circumstance beyond the control of the Applicant has prevented the Applicant from fulfilling its proffer obligation by the time established herein.

The undersigned hereby warrant that all owners with any legal interest in the Property have signed this Proffer Statement, that no signature from any additional party is necessary for these

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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 Property to these conditions, and that the Proffers are entered into voluntarily.

[SIGNATURE PAGES FOLLOW]

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OWNER:

CREIGHTON LAND L.L.C., A MICHIGAN LIMITED LIABILITY COMPANY

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Creighton Land L.L.C., a Michigan limited liability company, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:

CREIGHTON ROAD L.L.C., A MICHIGAN LIMITED LIABILITY COMPANY

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Creighton Road L.L.C., a Michigan limited liability company, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:

BIRCHWOOD COMMUNITY ASSOCIATION AT BRAMBLETON

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Birchwood Community Association at Brambleton, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:


________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Winchester Homes Inc., whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:


________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Van Metre Homes at Brambleton IV LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:

VAN METRE HOMES AT BIRCHWOOD VILLAS LLC

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Van Metre Homes at Birchwood Villa LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:


________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Stonewall Virginia LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:


________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Miller & Smith at Brambleton VIII LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:

Summit at Birchwood Condominium Development LLC

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Summit at Birchwood Condominium Development LLC whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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OWNER:

Birchwood Mews Condominium Development LLC

________________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that ____________________________________ of Birchwood Mews Condominium Development LLC whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.


_____ Notary Public



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EXHIBIT A

Subject Property Parcels and Ownership

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EXHIBIT B

EXISTING ZONING ORDINANCE AND FACILITIES STANDARDS MANUAL

MODIFICATIONS TO REMAIN APPROVED WITH ZMAP-2013-0002 AND ZCPA-2013-0001

Modification 22, below, is slightly revised with this ZCPA-2018-0008 application 1. Zoning Ordinance Requirements to be Modified:

Section 4-205. Lot Requirements. (C) Yards. (1) Adjacent to Roads. (b) Community Center (CC). No building, parking, outdoor storage, areas for collection of refuse, or loading area shall be permitted closer than (35) feet to any road right-of-way, except as provided in Section 4-206(E). No parking, outdoor storage, areas for collection of refuse or loading space shall be permitted in areas between buildings and streets where such uses are visible from any road.

Proposed Modification 1A. Reduce the parking setback along turn lanes along Shreveport Drive from 35 feet to 23

feet. Supplant Type 3 Front Yard Buffer required by Section 5-1403(E) with 3 Evergreen Trees per 100 linear feet in areas of reduced parking setback.

1B. Permit parking, outdoor storage, areas for collection of refuse or loading area in areas between buildings and streets to be visible from adjacent roadways. This request applies to the northern, eastern, southern and western edges of Land Bay E.

2. Zoning Ordinance Requirement to be Modified:

Section 4-205. Lot Requirements. (C) Yards. (2) Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses. No building, parking, outdoor storage, areas for collection of refuse or loading area shall be permitted closer than (100) feet to any agriculture districts, any existing or planned residential district, or land bays allowing residential uses. No parking, outdoor storage, areas for collection of refuse or loading space shall be permitted in areas between buildings and such agricultural districts, existing or planned residential districts, or land bays allowing residential uses where such uses or areas are visible from said agricultural and residential areas.

Proposed Modification Reduce the minimum required yard for buildings, parking, outdoor storage, areas for collection of refuse or loading area from the PD-AAAR district from 100 feet to 5 feet.

Permit parking, areas for collection of refuse, and loading spaces in areas between buildings and the PD-AAAR district where such uses or areas are visible from said PD-AAAR district. However, no parking, areas for collection of refuse or loading spaces shall be established to serve commercial buildings on the western boundary of Land Bay E, adjacent to residential uses.

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Section 4-207. Use Limitations. (B) Landscaped Open Space. Minimum landscaped open space shall not be less than .20 times the buildable area of the commercial center.

Proposed Modification Reduce the minimum landscaped open space from .20 times to .15 times the buildable area of the commercial center.


Section 4-207. Use Limitations. (D) Site Planning – Internal Relationships. (2) Commercial and service uses and structures and their parking areas shall be oriented toward existing and planned major arterials, minor arterials, or collector streets and away from adjacent existing and planned minor streets in residential neighborhoods or from existing and planned adjacent residential neighborhoods not separated from the district by streets.

Proposed Modification Permit commercial and service uses and structures and their parking areas to orient away from Loudoun County Parkway and Shreveport Drive.


Section 4-1302. Size and Location. (D). No more than 100 acres shall be developed residentially.

Proposed Modification Increase the maximum permitted acreage to be developed residentially from 100 acres to 255.98 acres.


Section 4-1307(A). Lot Requirements. Size. 6,000 sq. ft. minimum for single family detached dwellings, exclusive of major floodplain.

Proposed Modification Reduce the minimum lot size for SFD dwellings from 6,000 square feet to 3,000 square feet, exclusive of major floodplain.


Section 4-1307. Lot Requirements. (B) Width. 50 feet minimum for single family detached dwellings. 16 feet for interior townhouse dwellings.

Proposed Modification Reduce the minimum lot width of SFD dwellings from 50 feet to 39 feet; reduce the minimum lot width for SFA interior townhouse dwellings accessed by a pipestem drive from 16 feet to 8 feet.

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Section 4-1307 Lot Requirements. (C). Yards. (1) Single Family Detached Dwellings. (a) Front. 25 feet minimum.

Proposed Modification Reduce the minimum front yard width for SFD dwellings from 25 feet to 15 feet.


Section 4-1307 Lot Requirements. (C). Yards. (1) Single Family Detached Dwellings. (b) Side. 8 feet minimum if two side yards are provided; 16 feet if only one side yard is provided. In no case shall the distance between dwellings be less than 16 feet.

Proposed Modification Reduce the minimum side yard for SFD dwellings from 8 feet to 0 feet for one yard if the adjacent yard is 8 feet wide; reduce the minimum distance between two buildings from 16 feet to 8 feet.


Section 4-1307 Lot Requirements. (C). Yards. (1) Single Family Detached Dwellings. (c) Rear. 25 feet minimum.

Proposed Modification Reduce the minimum rear yard for SFD dwellings from 25 feet to 15 feet.


Section 4-1307 Lot Requirements. (C). Yards. (2) Single Family Attached Dwellings. (b) Side. No requirement along common walls; minimum side yard on end unit shall be 8 feet.

Proposed Modification Reduce the minimum side yard for SFA end unit dwellings from 8 feet to 5 feet.


Section 4-1307 Lot Requirements. (C). Yards. (2) Single Family Attached Dwellings. (c) Rear. 25 feet minimum, no requirement along common walls.

Proposed Modification Reduce the minimum rear yard for SFA dwellings from 25 feet to 15 feet, no requirement along common walls.


Section 4-1307. Lot Requirements. (C) Yards. (3) Multi-Family Dwellings. (c) 40 feet from any internal private street or road, not including private entrances.

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Proposed Modification Reduce the required yard for MFDs from 40 feet to 8 feet and for detached garages serving MFDs from 40 feet to 5 feet from any internal private street or road, not including service entrances.


Section 4-1307. Lot Requirements. (C) Yards. (3) Multi-Family Dwellings. (d) 60 feet between buildings.

Proposed Modification Reduce the required yard for MFDs from 60 feet to 16 feet between maximum two-story buildings; from 60 feet to 20 feet between three-story buildings; from 60 feet to 35 feet between minimum four-story buildings; and from 60 feet to 6 feet between a building and adjacent single-story detached garages.


Section 4-1307. Lot Requirements. (C) Adjacent to Roads. (4) No parking, outdoor storage, areas for collection of refuse, or loading space shall be permitted in areas between buildings and streets where such uses are visible from any road.

Proposed Modification Permit parking spaces in areas between buildings and streets where such uses are visible from any road.

16. Zoning Ordinance Section to be Modified:

Section 4-1307(C). Yards. (5) Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses. No building, outdoor storage, areas for collection of refuse, or loading area shall be permitted closer than (100) feet to any agricultural district, any existing or planned residential district, or land bay allowing residential uses. No parking shall be permitted closer than (50) feet to any such area. No parking, outdoor storage, areas for collection of refuse, or loading space shall be permitted in areas between buildings and such agricultural districts, existing or planned residential districts, or land bays allowing residential uses where such uses are visible from said agricultural and residential areas.

Proposed Modification Reduce the minimum 100 foot yard for buildings, outdoor storage, areas for collection of refuse, or loading areas and the minimum 50 foot yard for parking, from any agricultural district, any existing or planned residential district, or land bay allowing residential uses, to 50 feet and 30 feet, respectively, for a row of 9 SFD dwellings located in the northwest corner of Land Bay B within the proposed PD-AAAR zoning district.


Section 4-1308. Building Requirements. (A) Lot Coverage. (1) single-family detached and single-family attached, 50 percent maximum.

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Proposed Modification Increase the maximum lot coverage for SFD dwellings from 50% to 65% and for SFA dwellings from 50% to 70%.


Section 5-900. (A) Building and Parking Setbacks from Roads. (9) Other Arterial Roads. (a) Building: 100 feet.

Proposed Modification Reduce the minimum building setback from Loudoun County Parkway from 100 feet to 50 feet for 1-story detached garages in Land Bay B. Supplant Type 3 Front Buffer Yard required by Section 5-1403(E) with 3 Evergreen Trees per 100 linear feet of property line within such reduced setback within the proposed PD-CC-CC and PD-AAAR zoning districts.


Section 5-900. (A) Building and Parking Setbacks from Roads. (9) Other Arterial Roads. (b) Parking: 75 feet.

Proposed Modification Reduce the minimum parking setback along Loudoun County Parkway in Land Bay B, Land Bay C and Land Bay E from 75 feet to 35 feet and install 3 Evergreen Trees per 100 linear feet of property line in addition to other required Type 3 Front Buffer Yard required by Section 5-1403(E) within such reduced setback within the proposed PD-CC-CC and PD-AAAR zoning districts.


Section 5-900. (A) Building and Parking Setbacks from Roads. (10) Other Major Collector Roads. (b) Parking: 35 feet.

Proposed Modification Reduce the minimum parking setback along Shreveport Drive turn lanes from 35 feet to 23 feet and install 3 Evergreen Trees per 100 linear feet of property line in addition to the Type 3 Front Buffer Yard required by Section 5-1403(E) within such reduced setback within the proposed PD-CC-CC zoning district.


Section 5-1414. (B) Buffer Yard and Screening Matrix.

Proposed Modification Eliminate the required Type 2 Buffer Yard and plantings along the western boundary of Land Bay E adjacent to the PD-AAAR district. No parking, areas for collection of refuse or loading spaces shall be established to serve commercial buildings on the western boundary of Land Bay E, adjacent to residential uses.

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Modify the Type 2 Buffer Yard required along the eastern boundary of the PD-AAAR district, adjacent to Land Bay E, to require a Type 2 Buffer Yard of a minimum 20 feet in width between the rear yards of SFA units and commercial buildings only. Landscape screening or buffering or a wall or a fence of a minimum height of 30 inches shall be provided between an area of parking spaces on the western edge of Land Bay E and residential units to the west.


Section 4-207 Use Limitations. (C) Site Planning – External Relationships. Commercial and service uses and structures and their parking areas shall be oriented toward existing and planned major arterials, minor arterials, or collector streets and away from adjacent existing and planned minor streets in residential neighborhoods or from existing and planned adjacent residential neighborhoods not separated from the district by streets.

Proposed Modification Permit a parking area adjacent to the northern and western boundary of Land Bay E. Landscape screening or buffering or a wall or a fence of a minimum height of 30 inches shall be provided between the area of parking spaces and residential units to the west.


Section 4-207. Use Limitations. (D) Site Planning – Internal Relationships. (3) Landscaping, buffering, and screening shall be used to screen outdoor storage, areas for collection of refuse, loading areas and parking from streets and agricultural and residential uses.

Proposed Modification Eliminate the requirement to use landscaping, buffering, and screening to screen parking from streets within Land Bay E.

In addition to the zoning modifications discussed above, the Applicant respectfully requests approval of the following modification of the Facilities Standards Manual.

Facilities Standards Manual Requirement to be Modified

Section 4.330. Private Roadway Standards.

Proposed Modification To permit a C1 Type roadway that does not include 4 foot wide grass shoulders (on each side). The Applicant shall, however, provide 3.5 feet of compacted or treated surface on either side of the proposed 13 foot wide drive to allow for emergency vehicle access. The 3.5 foot shoulders of the pipestem drive, nor the drive aisle, shall not be obstructed by fences or other improvements so as to reduce the total width of access to less than 20 feet.

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EXHIBIT C

BRAMBLETON ACTIVE ADULT ZMAP 2005-0020

EXISTING ZONING MODIFICATIONS TO REMAIN

The Applicant intends to retain the ability to utilize the following zoning modifications previously approved for the Property with ZMAP 2005-0020.

1. Section 4-1307(C)(2) Single Family Attached Dwellings. Each lot shall provide the following

yards: (2) Single Family Attached Dwellings. (a) Front. 20 feet minimum from centerline of travelway that does not include parking and 25 feet minimum from centerline of travelways that do include parking.

2. Section 4-1307(C)(3) Multi-Family Dwellings. Each multi-family structure shall provide the following yards: (a) 50 feet from edge of adjoining residential, commercial, institutional, or industrial district.

3. Section 4-1307(C)(5). Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses. No building, outdoor storage, areas for collection of refuse, or loading area shall be permitted closer than 50 feet to any agricultural district, any existing or planned residential district, or land bay allowing residential uses. No parking shall be permitted closer than 30 feet to any such area. This modification applies on the west side of Land Bay C, adjacent to Brambleton Section 27.

4. Section 4-1308(A)(2). The maximum lot coverage for multi-family buildings on the Property shall be 40%.

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EXHIBIT D

CONCEPT DEVELOPMENT PLAN

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EXHIBIT E

Intentionally Deleted

Commented [KA32]: This is not deleted in the List of Exhibits

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EXHIBIT F

BRAMBLETON ACTIVE ADULT COMMUNITY

DESIGN GUIDELINES

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EXHIBIT G

BRAMBLETON CONSTRUCTION LIMIT

LOUDOUN COUNTY PARKWAY

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Hancock, Richard

From: Kresge, AmySent: Wednesday, November 14, 2018 4:25 PMTo: Hancock, RichardCc: Carter, Joseph; Genovese, Marie A.; McConnell, KateSubject: Proffer Comments Birchwood at Brambleton - ZCPA-2018-0008Attachments: DRAFT PROFFERS CLEAN 9-12-18_alk edits.pdf; DRAFT PROFFERS CLEAN 9-12-18_alk

edits.docx; Attachment - Bram Active Adult Proffer Status Table.xlsx

Rick, Attached please see my comments and suggested edits related to the subject ZCPA (PDF and word versions). I am happy to meet with the applicant to review the Attachment with current proffer status’ per LMIS. Please note for any proffer which the applicant has marked “fulfilled” but the LMIS status is different, the Applicant needs to provide documentation so staff can verify fulfillment of the proffer. Thanks, Amy Amy Lohr Kresge, AICP, CZA Assistant Proffer Manager Loudoun County Department of Planning and Zoning 1 Harrison Street, SE, 3rd Floor Leesburg, Virginia 20175 (703) 737‐8890 www.loudoun.gov/planning This e‐mail is not intended to be and shall not be deemed to be an official order, requirement, decision or determination made by or on behalf of the Zoning Administrator. In keeping with the Virginia Freedom of Information Act (FOIA), emails and all attachments may be released to others upon request for inspection and copying without prior notification.

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PROFFER STATEMENT


September 12, 2018

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Creighton Road L.L.C., a Michigan limited liability company, and Creighton Land L.L.C., a Michigan limited liability company (collectively referred to as the “Applicant”) and the owners of the parcels listed in Exhibit A, (collectively referred to as the “Owners”), on behalf of themselves and their successors in interest, hereby voluntarily proffer, pursuant to Section 15.2- 2303, Code of Virginia (1950), as amended, and Section 6-1209 of the Revised 1993 Loudoun County Zoning Ordinance, as amended (the “Zoning Ordinance”), that the development of the portions of the parcels listed in Exhibit A subject to this application, ZCPA- 2018-0008 (this “Application”), shall be in substantial conformance with the proffers as set forth below. The portions of the parcels listed in Exhibit A (the “Property”), are more specifically identified as Land Bays A, B, C, D and E as depicted on Sheets 12 and 13 of the Concept Development Plan, as defined below in Proffer I.

If approved, these proffers (“Proffers”) shall supersede all previous proffers applicable to the Property. In the event that this Application is denied, these Proffers shall be immediately null and void and of no further force or effect and all previous proffers applicable to the Property shall remain in force and effect.

All proffers made herein are contingent upon approval of (i) ZCPA-2018-0008, including the existingrequested modifications as provided in Exhibit B and Exhibit C; and (ii) the Concept Development Plan, as defined below.

When any plan submission, signal warrant analysis submission, noise or other impact study submission, bonding, dedication, conveyance, construction, completion of construction, opening of a facility or infrastructure to traffic or use, payment of cash, or any other act or activity required in these Proffers is required to be performed, submitted, recorded, paid, and/or completed prior to the issuance of an occupancy permit, the said occupancy permit shall not be issued until the Applicant has provided written documentation from County Building and Development or Zoning Administration staff that the said payment, act, or activity has been made or completed, or documentation from Zoning Administration staff that the said payment, act, or activity is no longer a prerequisite for issuance of such occupancy permit.

All references in these Proffers to subdivision or record plat shall be deemed to include

condominium or condominium plat or any other document or mechanism that legally divides the Property into separately transferable units of ownership. Any obligation imposed herein with respect to a subdivision or record plat shall be deemed to apply to any such condominium declaration or plat or other similar document that would have the legal effect of dividing the Property into separately transferable units of ownership.

I. CONCEPT DEVELOPMENT PLAN

The development of the Property shall be in substantial conformance with the Concept Development Plan (the “CDP”) (included by reference as Exhibit D), identified as Sheets 1, 4, 5, 12, 13, 16 and 16A of 17 of the plan set entitled “Birchwood at Brambleton, dated August 14, 2018, prepared by Urban Ltd. As per Section 6-1209(F) of the Zoning Ordinance, a reasonable margin for adjustment due to final design or engineering data but which conforms to the general nature of development, the specific uses, and the general layout depicted on the CDP, may be permitted if determined to be in substantial conformance by the Zoning Administrator. All land

Commented [KA1]: Please update with each submission as needed to account for record plats.

Commented [KA2]: Because these Proffers propose to supersede and replace the prior proffers, I suggest updating the Table of Contents and putting it back in the document. It’s not clear why the Table of Contents would no longer be included.

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development applications, including zoning permit applications, for development of all or any portion of the Property shall identify the applicable land bay designations noted on the CDP and shall identify said applications or permits as being subject to the Proffers of this Application, ZCPA-2018-0008.


A. Residential Development

1. Residential Units. Land Bays A, B and C shall be developed in substantial conformance with the CDP, as referenced above. The CDP shall control the development, layout and lot configuration of the Property. Development of the Property may include up to a maximum of 1,502 dwelling units (specifically, up to 149 single-family detached dwelling units, 507 single- family attached dwelling units, and 846 multi-family dwelling units), inclusive of Affordable Dwelling Units (“ADUs”) and related privately owned community facilities and amenities. The required ADUs shall be provided in accordance with the requirements of Article 7 of the Zoning Ordinance.

2. Age Restricted Community. Each of the residential dwelling units

referenced in Proffer II.A.1. above shall be occupied by at least one person fifty-five (55) years of age or older (an “Independent Adult”). All other residents on the Property shall reside with an Independent Adult, and each such other resident shall be a spouse or a cohabitant of an Independent Adult, or shall be a permitted occupant’s child eighteen (18) years of age or older, or shall be a person who provides primary physical or economic support to the Independent Adult. Notwithstanding this limitation: (1) a person not within the above categories may be hired to provide live-in, long term or terminal health care to an Independent Adult for compensation; or (2) if, after occupying a residential dwelling unit, the Independent Adult, who is the owner and occupant, is compelled by law or court order to take custody of a child under eighteen (18) years of age, the Independent Adult and any such child shall be allowed to continue to occupy the residential unit. The restrictions of occupancy set forth in this Proffer shall be in conformance with the State and Federal Fair Housing Acts and the Housing For Older Persons Act.

3. Guests. Guests under the age of 55 are permitted to occupy such dwelling

units for periods of time not to exceed a cumulative sixty (60) days total for each such guest in any calendar year.

4. Successor Owners. If title to any such dwelling unit shall become vested in

any person under the age of 55 by reason of descent, distribution, foreclosure or operation of law, the age restriction covenant shall not result in a forfeiture or reversion of title, but rather, such person thus taking title shall not be permitted to reside in such lot or dwelling unit until such person shall have attained the age of 55 or otherwise satisfies the requirements as set forth herein. Notwithstanding the aforementioned, a surviving spouse shall be allowed to occupy a dwelling unit consistent with the Federal Fair Housing Act and the Virginia Fair Housing Law, as may be amended.

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5. Land Bay D. The use of Land Bay D shall be limited to providing open space and civic space uses and shall not contain any dwelling unit.

6. Additional Design Standards for Multi-Family Structures Containing

Integrated Garages. All structures containing multi-family dwelling units and containing integrated garage spaces shall include a stone or brick water table (of a minimum of 3’ in height, as may be amended, interrupted and adjusted for utilities, doors, garages, access panels, fixtures and other normal building requirements) along the base of each building façade and the colors of all garage doors shall be consistent and complementary to the color of other materials used in the building’s construction. No open car ports shall be permitted. As part of the site plan application for each such multi-family structure, the Applicant shall include exterior designs of the proposed building, demonstrating compliance with this Proffer, for review by the Department of Planning and Zoning.

7. Garage Space. The conversion of any garage space within or serving any

dwelling unit to any use that precludes the parking of operable vehicles shall be prohibited. In addition, prior to the approval of the first residential record plat or site plan for the Property, whichever is first in time, the Applicant shall record a restrictive covenant, as part of the applicable Owners Association documents, that prohibits the conversion of any garage space within or serving any dwelling unit to any use that precludes the parking of operable vehicles. However, this limitation shall not preclude temporary use of any garage by the builder/developer for sales office, construction office or storage purposes prior to residential use of the dwelling.


1. Development within Land Bay E, identified on Sheets 12 and 13 of the CDP, shall include up to one hundred and fifty two thousand (152,000) square feet of uses that are permitted by-right in the Planned Development-Commercial Center-Community Center zoning district or by special exception (provided that any special exception use shall receive the requisite County approval prior to establishment of such use). No single building shall contain more than 60,000 square feet of floor area. Only one single user or tenant shall occupy greater than 50,000 square feet and up to 60,000 square feet maximum of floor area. The Applicant reserves the right to refine the development of Land Bay E (current building and parking layout shown on Sheets 12 and 13 of the CDP) as reflected on Exhibit E (“Alternative Layout for Land Bay E”, prepared by KTGY Group, Inc. and dated June 18, 2015). Should the Applicant proceed with the alternative layout for Land Bay E, the development of Land Bay E shall be in substantial conformance with Exhibit E and such layout shall comply with all appropriate requirements of the Zoning Ordinance (as may be modified herein) and these Proffers, including the Community Design Standards of Proffer IV.D. Prior to approval of the first site plan for Land Bay E, the Applicant shall confirm whether the development of Land Bay E will thereafter be in substantial conformance with the CDP or in substantial conformance with the layout reflected on Exhibit E.

2. No later than December 31, 2023, the Applicant shall have been issued occupancy permits totalingconstruct at least 20,000 square feet of commercial floor space in Land Bay E. No later than December 31, 2026,

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the Applicant shall have been issued occupancy permits totalingconstruct an additional 30,000 square feet of commercial floor space (for a cumulative total of 50,000 square feet of commercial floor space) in Land Bay E.

C. Documentation of Residential and Commercial Development

Each site plan application and each record plat application for the Property shall include a summary of the total number of single-family attached and single-family detached residential lots recorded, the number of multi-family units approved by site plan, and the amount of site plan approved commercial floor space in Land Bay E. Each application for a zoning permit for residential dwelling use shall include a summary of the number of dwelling units for which zoning permits have already been approved by the County for the Property as a whole and for Land Bays A, B and C individually.

III. RECREATIONAL AMENITIES, PARKS AND PEDESTRIAN ACCESS

A. Community Centers (Recreation Center and Clubhouse)

1. Recreation Center in Land Bay C

a. Recreation Center Location. The Applicant shall construct a

Recreation Center within Land Bay C in the approximate location as shown on Sheets 12 and 13 of the CDP. Such Recreation Center shall be for the exclusive use of residents of the Property, their guests and members of staff employed on the Property.

b. Size of the Recreation Center. The Recreation Center shall be a

minimum of 20,000 square feet in size. The facility will include a kitchen/catering facility, an area for assembly, ancillary retail in accordance with the PD-AAAR zoning district regulations, a swimming pool, an exercise room, and an educational center, and may also include, but shall not be limited to, an auditorium/theatre, game rooms, studio space, ballroom/dining room, pub/coffee shop and food services and ancillary retail sales. The swimming pool shall have a minimum water surface area of 2,400 square feet and may be indoor, outdoor or a combination of indoor and outdoor. The Applicant reserves the right to comply with the proffered commitment by providing two swimming pools (for example, one outdoor and one indoor) so long as the combined water surface area of the swimming pools is a minimum of 2,400 square feet. If two pools are constructed, neither pool shall have a water surface area of less than 800 square feet and both pools shall be in Land Bay C.

c. Delivery of the Recreation Center. The final facilities to be provided

at the Recreation Center will be determined at the time of final site plan submission. The Recreation Center shall be constructed and operational no later than December 31, 2019. The Recreation Center shall be owned and maintained by the Homeowners Association created for the Property established pursuant to Proffer IV. below.

d. Marketing and Sales in the Recreation Center. Applicant reserves

the right to conduct marketing and sales for the residential component of the PD-AAAR district within the Recreation Center; provided that Applicant shall limit such marketing and sales

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Commented [KA3]: A trigger related to a specific # of zoning permit is recommended for commercial/residential linkage. However, if a date certain is kept, please make clear that occupancy permits shall be issued for a Min. SF.

Commented [KA4]: The trigger for this was previously prior to the 300th residential permit in Land Bays A and C. As this facility is under construction, will it be another year before it is open? Recommend continuing to tie to a specific zoning permit #.

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activities to a cumulative area no greater than four thousand five hundred (4,500) square feet of the Recreation Center facility. Such use shall no longer be permitted and shall be removed from the Recreation Center within twelve (12) months of approval of the zoning permit for the fifteen hundred and second (1,502nd) residential dwelling unit for the Property, unless the Applicant has proven to the satisfaction of the Zoning Administrator that an extraordinary event or circumstance beyond the control of the Applicantextenuating circumstances prevented it from vacating the sales center by the above date. After such marketing and sales activities have been removed from the Recreation Center facility, Applicant shall provide within such vacated space, facilities and services as described in Proffer III.A.1.b above. Following the Applicant’s submission of the zoning permit application for the said 1,502nd residential zoning permit for the Property, the Applicant shall provide written notification of such submission to the Zoning Administrator.

2. Clubhouse in Land Bay B

a. Clubhouse Location. The Applicant shall construct a Clubhouse within Land Bay B in the approximate location as shown on Sheets 12 and 13 of the CDP. Such Clubhouse shall be for the exclusive use of residents of the Property, their guests and members of staff employed on the Property.

b. Size of the Clubhouse. The Clubhouse shall be a minimum of 5,000

square feet in size and shall include a kitchen/catering facility and an area for assembly, and may also include, but shall not be limited to, outdoor dining/bar, outdoor grills, facilities for outdoor performance, an auditorium/chapel space and game room. The Clubhouse shall be owned and maintained by the Homeowners Association established pursuant to Proffer IV.

c. Delivery of the Clubhouse. The Clubhouse shall be constructed and

operational no later than twenty four (24) months following the issuance of a zoning permit for the first single-family attached and/or single-family detached residential unit, whichever is first, located within Land Bay B.

d. Meeting/Community Space within Multi-Family Buildings in Land

Bay B. Any multi-family buildings to be occupied in Land Bay B in advance of the construction and opening to use of the Clubhouse described in this Proffer shall include a meeting/community space of a minimum of 250 square feet for the residents of such building.

e. Exercise Stations. The Applicant shall construct a minimum of 10

exercise stations in the location generally depicted as “Clubhouse and Exercise Stations” on Sheet 12 of the CDP. Such exercise stations shall be provided and open for use in conjunction with the opening of the Clubhouse pursuant to Proffer III.A.2.c above.

B. Open Space and Recreation Areas

1. Community Green. The Applicant shall construct a Community Green in

Land Bay C in the general location depicted on Sheets 12 and 13 of the CDP. The Community Green shall contain a minimum of one acre and shall include a minimum of 10 benches. The Community Green shall be provided by the Applicant no later than December 31, 2019.

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Commented [KA5]: Please change to construction by a certain # Zoning Permit for the development or for LB B.

Commented [KA6]: Recommend continuing to tie to a specific zoning permit # for this and subsequent proffers.

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2. Multi-purpose Courts. The Applicant shall construct four (4) multi-purpose courts in Land Bay C in the location generally depicted as “Multi-Purpose Court/Green” on Sheet 12 of the CDP. Such multi-purpose courts shall include, but not be limited to, tennis courts, pickleball courts (of a minimum of 20 feet in width and 44 feet in length) and bocce courts and shall be established and open for use no later than December 31, 2019.

3. Lawn Area. The Applicant shall provide a lawn area in Land Bay A of a

minimum of 1,000 square feet located generally as depicted on Sheet 12 of the CDP. Such lawn area shall include a minimum of four benches. Such lawn area and benches shall be established and open for use no later than December 31, 2019.

4. Nature Garden. The Applicant shall provide a nature garden in Land Bay

D located generally as depicted on Sheet 13 of the CDP. Such nature garden shall consist of a minimum of five stations used for purposes such as, but not limited to, bird observation platform or area, butterfly garden, nature education/interpretation area, berry picking area and communal garden. Such stations shall be connected by the trails through Land Bay D depicted on Sheet 13 of the CDP and described in more detail below and shall be predominantly designed for the use and enjoyment of residents of the Property. The nature garden shall be established and open for use no later than December 31, 2019.

5. Community Garden in Land Bay D. The Applicant shall provide an

approximately two acre community garden in Land Bay D containing trails, a minimum of eight benches, greenhouses and community garden plots for use by residents. The greenhouses shall cumulatively include a minimum of 800 square feet. The community garden shall be established and open for use no later than December 31, 2019.

6. Tot Lot. The Applicant shall provide and open for use a tot lot in Land Bay

C located generally as depicted on Sheet 12 of the CDP. The tot lot shall be established and open for use no later than December 31, 2019.

C. Sidewalks and Trails. All of the public access easements provided and/or required

pursuant to these Proffers shall be conveyed to the County at no public cost.

1. Trail Network Internal to Land Bays A, B and C. The Applicant shall construct pedestrian trails in Land Bays A, B and C, in the general alignments shown on Sheets 12 and 13 of the CDP. All trails shall be a minimum of ten (10) feet in width and shall be constructed within a fourteen (14) foot wide public access easement dedicated to the County. In addition to connecting residents with community facilities, such trails shall also be designed and constructed to link the Property with trails to be owned by the Brambleton Community Association (“BCA”) to the north and west of the Property. The trails shall be constructed in phases in conjunction with the development of the site plans, Construction Plans and Profiles (“CPAP”) or subdivisions within which or proximate to which such trails are located, for areas adjacent to the trails in Land Bays A, B and C. The trails constructed through Land Bays A, B and C shall be located in public access easements. Trails located within minor floodplain, major floodplain, the Scenic Creek River Buffer or 50 foot management buffer, each as depicted on Sheets 12 and 13 of the CDP, shall be

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constructed with a permeable surface. All trails constructed through Land Bays A, B and C shall be maintained by the Homeowners Association established pursuant to Proffer IV.

2. Sidewalk Network Internal to Land Bays A, B and C. The Applicant shall

construct pedestrian sidewalks in Land Bays A, B and C. All sidewalks shall be a minimum of five (5) feet in width and constructed with a concrete surface. The sidewalks shall be constructed in phases in conjunction with the development of the site plans, Construction Plans and Profiles (“CPAP”) or subdivisions within which or proximate to which such trails are located, for areas adjacent to the sidewalks in Land Bays A, B and C. The sidewalks constructed through Land Bays A, B and C shall be located in public access easements dedicated to the County, as required by the Loudoun County Facilities Standards Manual. All sidewalks constructed through Land Bays A, B and C shall be maintained by the Homeowners Association established pursuant to Proffer IV.

3. Trails through the Community Green. Notwithstanding the aforementioned,

trails shall be constructed and open for use through the Community Green in Land Bay C generally as depicted on Sheet 13 of the CDP no later than December 31, 2019.

4. Trails within Land Bay D. The Applicant shall construct pedestrian trails

in Land Bay D in the general alignments shown on Sheet 13 of the CDP. All trails shall be a minimum of ten (10) feet in width, shall be constructed within a fourteen (14) foot wide public access easement dedicated to the County and shall be constructed with a pervious surface. All trails within Land Bay D shall be within a public access easement. Such trails shall be maintained by the Homeowners Association and shall be constructed and open for use no later than December 31, 2019.

5. Trails Adjacent to Loudoun County Parkway and Shreveport Drive. Trails adjacent to Loudoun County Parkway and Shreveport Drive shall be maintained by the Homeowners Association established pursuant to Proffer IV. All trails shall be constructed in conformance with VDOT or County standards, as applicable. In the event a trail or portion thereof is located outside of the right-of-way, it shall be subject to a 14-foot wide public access easement granted to the County. All said trails shall be a minimum of 10 feet in width, constructed with an asphalt surface and shall be provided at the time of construction of the associated sections of Loudoun County Parkway and Shreveport Drive and shall be designed to connect with sections of off-site trails depicted on Sheets 12 and 13 of the CDP as being constructed by others. [THIS PROFFER IS FULFILLED]

6. Broad Run Trail.

a. Construction of Trail by the Applicant. The Applicant shall

construct a trail in the alignment generally depicted as “Broad Run Trail” in Land Bay D on Sheet 13 of the CDP. The trail shall be located within a thirty foot (30’) wide permanent public access easement, shall be a minimum of 10 feet in width and shall be a pervious surface. The conveyance of the public access easement to the County shall be at no public cost. Such trail shall be constructed and open for use no later than December 31, 2019, and shall be maintained by the Homeowners Association established pursuant to Proffer IV below.

7

Commented [KA7]: For each instance where Applicant has noted the proffer as fulfilled, please refer to Attachment. If proffer is noted as partially fulfilled or pending by the attachment, documentation is needed from the Applicant so staff can verify the fulfillment.

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b. Construction of Trail by Others. Upon written request by the County at any time, the Applicant shall convey a thirty foot (30’) wide permanent public access easement to the County, at no public cost, within Land Bays B and D in the general alignment depicted as “Broad Run Trail Easement (Trail To Be Constructed by Others)” on Sheet 13 of the CDP for the extension of the Broad Run Trail by Others. The final easement location shall be field located by the County.

7. Sidewalk on Creighton Road. Subject to the granting of all necessary

temporary easements at no cost to Applicant, Applicant shall construct a five (5) foot wide sidewalk on the south side of Creighton Road, completely within the Creighton Road right-of-way, in conformance with VDOT standards, between the northwestern most limit of the Property boundary and the intersection of Creighton Road and Loudoun County Parkway. Such sidewalk shall be constructed and open for use prior to the approval of the zoning permit for the fiftieth (50th) residential dwelling unit for Land Bay A. [THIS PROFFER IS FULFILLED]

8. Since VDOT will not accept maintenance of pedestrian facilities that meander in and out of or straddle VDOT right-of-way limits, and, thus, will not accept street sections that contain such facilities until the County accepts responsibility for the maintenance of such facilities, multiple agreements may be required in order to obtain VDOT acceptance of such street sections containing partial walkways, and bond release for such street sections may be delayed until such agreements can be reached between and among the appropriate parties. Applicant acknowledges and accepts its responsibility for those actions within its control necessary to prepare and/or facilitate the execution of such agreements.

IV. ACTIVE ADULT COMMUNITY OWNERS ASSOCIATION

A. Home Owners Association Responsibilities. All residential property owners on the

Property shall be a member of a Homeowners Association (“HOA”) established to regulate use and provide standards for the construction, landscaping and use of privately owned land and structures on the Property. The HOA shall provide landscaping and lawn maintenance for all common areas, shall be responsible for maintenance of all common recreational facilities and buildings, shall be responsible for maintenance of all storm drainage easements and stormwater management facilities not maintained by the County or VDOT, and shall contract for trash removal services. The HOA shall be responsible for the maintenance of all private streets (including snow removal), street lights, bus shelters and all sidewalks and trails in Land Bays A, B, C and D not otherwise maintained by the County or the Virginia Department of Transportation (“VDOT”). In addition to the foregoing, the HOA shall be responsible for all other obligations allocated to the HOA in this Proffer Statement.

B. Establishment of HOA [THIS PROFFER HAS BEEN FULFILLED]

1. Prior to the approval of the first residential or non-residential record plat or

site plan for the Property, whichever is first in time, draft documents for the establishment of the HOA shall be submitted to the County for review and approval. The HOA shall be established, and the documents imposing the property covenants and the HOA authority and responsibilities

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(“HOA Documents”) shall be recorded, prior to the approval of the first residential or non- residential record plat or site plan for the Property, whichever is first in time.

2. The HOA documents shall include language restricting the age of residents

on the Property, consistent with Proffers II.A.2, II.A.3, and II.A.4 above.

C. Property Management Association Commercial Owners Association

1. All owners of commercial property within Land Bay E shall be members of a Property Management Association Commercial Owners Association (“PMA COA”) established to regulate use and provide standards for the construction, landscaping and use of commercial properties in the area identified as “Approximate Area of Commercial Uses” on Sheets 12 and 13 of the CDP. The PMA COA shall provide landscaping and lawn maintenance for all common areas in Land Bay E, snow removal on all private streets in Land Bay E, and shall contract for trash removal services for Land Bay E. The PMA COA shall be responsible for the maintenance of all private streets, bus shelters, street lights, and sidewalks within Land Bay E and not otherwise maintained the County, VDOT or any other entity. In addition to the foregoing, the PMA COA shall be responsible for all other obligations allocated to the PMA COA in this Proffer Statement. The PMA COA shall be separate and apart from the HOA described in these Proffers.

2. Prior to the approval of the first record plat or site plan for Land Bay E,

whichever is first in time, draft documents for the establishment of the PMA COA shall be submitted to the County for review and approval. The PMA COA shall be established, and the documents imposing the property covenants and PMA COA authority and responsibilities shall be recorded, prior to the approval of the first record plat or site plan for Land Bay E, whichever is first in time.

D. Community Design Standards

In order to provide for the implementation of design concepts, the HOA and PMA

COA covenants shall require the establishment of an HOA Initial Construction Committee and a PMA COA Initial Construction Committee and shall require said Committees to adopt design standards in conformance with the Brambleton Active Adult Community Design Guidelines presented with this application and included by reference as Exhibit E (prepared by Parker Rodriguez, Inc., containing 5 pages, and dated May 16, 2015). These guidelines shall provide for the regulation of street frontage and architectural standards that will ensure the development of a unified community.

1. The Initial Construction Committee for the HOA shall be established and

its design guidelines imposed via recorded covenants within three (3) months of the creation of the HOA and it shall review all development plans within Land Bays A, B, C and D. [THIS PROFFER HAS BEEN FULFILLED]

2. The Initial Construction Committee for the PMA COA shall be established

and its design guidelines imposed via recorded covenants within three (3) months of the creation

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of the PMA COA and it shall review all development plans for Land Bay E. Within thirty (30) days of the PMA COA Initial Construction Committee being established, the Applicant shall submit a copy of the adopted design guidelines and standards to the Department of Planning and Zoning to demonstrate conformance with the design guidelines and standards included as Exhibit F to these Proffers.

V. TRANSPORTATION

A. Dedication of Right of Way. As part of the approval of CPAP 2005-0080, the

Applicant has dedicated right-of-way and associated easements necessary for the extension of Loudoun County Parkway and Shreveport Drive through the Property.

B. Loudoun County Parkway – Construction, Phasing & Timing [THIS PROFFER

V.B HAS BEEN FULFILLED]

1. Loudoun County Parkway Section from Creighton Road (at the north) to Shreveport Drive (at the south).

a. CPAP for Northbound, Left Turn Lane. Within thirty (30) days

following approval of this ZMAP 2013-0002 and ZCPA 2013-0001 application, Applicant shall submit plan revisions to CPAP 2005-0080 to provide for and permit the construction of a second left-turn lane from northbound Loudoun County Parkway onto westbound Shreveport Drive (identified as “Additional left turn lane proposed with this application” on Sheet 13 of the CDP).

b. Opening of Loudoun County Parkway Section and Tie-in to Traffic

Signal, VDOT Coordination. Subject to (i) final coordination with the VDOT District Office (including inspection, final striping plan of this section of road, erection of messaging boards, and other similar review) and (ii) the timely approval of the amendment of CPAP 2005-0080 by the County, VDOT and any other reviewing authority, as well as the timely granting of any other necessary approvals (such as, but not limited to wetlands permits and storm water management approvals), the Applicant (and/or its affiliated development company, Brambleton Group L.L.C.) shall, no later than 30 days following the installation and activation/operation of a traffic signal at the intersection of Shreveport Drive and Route 659 (Belmont Ridge Road), construct and open to traffic a 4-lane divided Loudoun County Parkway between Station 192+64.61 and Station 162+00 in conformance with CPAP 2005-0080 and as provided in this Proffer V.B., including necessary turn lanes. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its construction obligations under this Proffer.

2. Loudoun County Parkway from Shreveport Drive (at the north) to the VDOT Route 606/Loudoun County Parkway/Old Ox Road project (at the south). No later than 90 days prior to the completion of construction of the VDOT Route 606/Loudoun County Parkway/Old Ox Road project, the Applicant shall construct and open to traffic a 4-lane divided Loudoun County Parkway between Station 162+00 and Station 144+04.37, as depicted on Exhibit F. Applicant reserves the right to place barricades at the intersection of Loudoun County Parkway

10

Commented [KA8]: In all instances where the timeframe to perform the proffer has passed, Applicant needs to update Proffer to note fulfilment, or otherwise revise proffer accordingly.

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and Shreveport Drive to prevent traffic from traveling south of Shreveport Drive until the VDOT Route 606/Loudoun County Parkway/Old Ox Road project has been opened to traffic. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer.

3. Southern Bridge Structure to be Constructed by Applicant.

a. Plans (CPAR 2014-0043), Design & Estimated Costs for a 12-Box

Culvert. Applicant has submitted construction plans to VDOT for the southern bridge structure as reflected on the grading plan sheet, Exhibit G (“Southern Bridge Design – 12-Cell Design & Engineer’s Cost Estimate”). This bridge, as proposed by Applicant for construction, would consist of a 12-box culvert design (four 16 feet by 16 feet box culverts and eight 16 feet by 14 feet box culverts). Applicant has also included an engineer’s cost estimate for this design within Exhibit G, which reflects a total estimated cost of $3,827,283. This said Southern Bridge Design is subject to VDOT and County review and approval, which has not been obtained. Applicant reserves the right (subject to County and VDOT approval) to revise the said Southern Bridge Design to address County and VDOT comments without the need for a Zoning Concept Plan Amendment (“ZCPA”) and otherwise subject to substantial conformance with these Proffers and the said Southern Bridge Design, subject to Loudoun County Zoning Administrator’s approval.

b. Alternative Triple 66’ Bebo Arch Bridge Design & Estimated Costs.

As an alternative to the 12-box culvert design referred to above as the Southern Bridge Design – 12-Cell Design, Applicant has attached as Exhibit H an alternative and potential “triple 66’ bebo arch” design option for the southern bridge structure (also located approximately between stations 150+28.30 (to the south) and 152+33.80 (to the north)), as well as engineer’s estimated cost for said structure (as reflected within Exhibit H) of $5,900,000. Should this alternative triple 66’ bebo arch bridge design (or an alternative VDOT-, County- and Applicant-approved bridge design that otherwise remains consistent with similar VDOT-approved bridges in the Commonwealth of Virginia) be ultimately pursued and constructed (as provided herein), said plans are subject to VDOT and County review and approval. Applicant reserves the right (subject to County and VDOT approval) to revise the Exhibit H conceptual plans to address County and VDOT comments without the need for a ZCPA and otherwise subject to substantial conformance with these Proffers and plans included as Exhibit H, subject to Loudoun County Zoning Administrator’s approval.

12-Cell Design.

c. Provisions related to Performance of the Southern Bridge Design –

i. Pedestrian Overpass Agreements. Applicant has attached as Exhibit I templates entitled “Agreement for Maintenance of a Pedestrian Overpass within the

Public Right-of-Way” and “County-State Agreement for Inspection and Maintenance of a County- Controlled Grade Separation Structure” which are forms of agreements currently existing on a

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number of pedestrian overpass and underpass structures within the Commonwealth of Virginia and Loudoun County.

ii. Dam Maintenance Agreement Forms. Applicant has attached as Exhibit J templates entitled “Agreement for Maintenance of a Dam within the Public Right-of-Way” and “County-State Agreement for Maintenance of Road Over a Dam”, which are forms of agreements currently in effect for a number of public roadways crossing dams within the County that have been located within VDOT rights-of-way.

iii. Agreements for 12-Box Culvert Design. The agreements in

form as attached Exhibits I and J have been typically made between a developer (in this case, it would be the Applicant and its owners association) and the Board of Supervisors of Loudoun County, Virginia and between the Board of Supervisors of Loudoun County, Virginia and the Virginia Department of Transportation, as reflected therein. Agreements in a form substantially similar to Exhibits I and J are anticipated to be necessary and required in order to provide for Applicant and property owner association maintenance of the said culverts should VDOT and the County approve the proposed 12-box culvert design reflected under Exhibit G, with said final forms of such agreements to be reviewed and approved by Loudoun County and VDOT.

iv. The Parties Respective Responsibilities; Applicant’s

Maintenance Requirements. Should the County and VDOT approve the said Southern Bridge Design – 12-Cell Design (12-box culvert bridge design), the Applicant and ultimately the HOA and/or PMA COA will be responsible for the maintenance of the culverts underneath this southern bridge structure, through an agreement in form substantially consistent with Exhibits I and/or J, which form will be revised to reflect the finally-approved Plans and designs by the County and VDOT for this 12-box culvert bridge design. Applicant will agree to commercially-reasonable standards such as those memorialized in Exhibits I and J, such as, but not limited to, maintenance, indemnification of Loudoun County, adequate liability insurance provisions, remedies and other provisions memorialized in Exhibits I and J, including the substantive provisions governing Loudoun County’s and VDOT’s rights and responsibilities thereunder (such as VDOT’s responsibility for accepting and maintaining Loudoun County Parkway including the road and associated appurtenances located above the 12-box culvert design) within the state’s Secondary System of State Highways, as provided in said forms.

v. Timing of Conclusion of Agreements. In order for the

Applicant to remain on schedule for completion of the sections of Loudoun County Parkway for which Applicant is responsible, it is necessary that all three parties (the Applicant, Loudoun County and VDOT) draft, review, finalize, and execute said agreements within ninety (90) days of approval of the ZMAP 2013-0002 and ZCPA 2013-0001. Should the parties not conclude and finally execute said agreements within the ninety (90) day period, Applicant shall be required to proceed with the alternative triple 66’ bebo arch design referenced above in Proffer V.B.3.b. (consistent with VDOT’s standards) and as reflected in Exhibit H (or an alternative VDOT, County and Applicant-approved bridge design).

vi. Timing of Alternative Bridge Design. Should the Applicant

be required to proceed with said alternative triple 66’ bebo arch bridge design Plans, it shall submit

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to the County and VDOT appropriate Construction Plans and Profiles (“CPAP”) for said bridge structure within one hundred and fifty (150) days of approval of ZMAP 2013-0002 and ZCPA 2013-0001. Applicant shall diligently pursue submission, revisions and responses to County and VDOT comments to said CPAP in order to maintain its currently anticipated construction schedule and complete the sections of Loudoun County Parkway for which Applicant is responsible as required under these Proffers (and as specified under Proffer V.B.2.). Notwithstanding the foregoing, the Zoning Administrator may grant an extension to these deadlines in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer.

d. Alternative Bridge Design and Recalculation of Capital Facilities

Cash-in-Lieu

i. Alternative Bridge Structure. If VDOT (a) has not approved and executed the noted maintenance agreement(s) within ninety (90) days of approval of ZMAP 2013-0002 and ZCPA 2013-0001 (as described in Proffer V.B.3.c.v. above), or (b) does not approve the 12-box culvert design (as reflected in Exhibit G and described in Proffer V.B.3.a. above) within said ninety (90) day period, or (c) determines and directs the Applicant to pursue the triple 66’ bebo arch design option described in Proffer V.B.3.b. above and reflected in Exhibit H (or an alternative VDOT-, County- and Applicant-approved bridge design that otherwise remains consistent with similar VDOT-approved bridges in the Commonwealth of Virginia), then the Applicant shall submit CPAP Plans for the triple 66’ bebo arch design reflected in Exhibit H (or such referenced alternative) within one hundred and fifty (150) days of approval of ZMAP 2013-0002 and ZCPA 2013-0001. Applicant shall thereafter diligently respond to all County and VDOT comments and proceed with all permits and construction, as required by these Proffers.

ii. Recalculation of Capital Facilities with Alternative Bridge

Structure.

a. Additional Bridge Costs & Capital Facilities. Should the Triple 66’ Bebo Arch Bridge option be pursued under these Proffers (or an alternative VDOT- , County- and Applicant-approved bridge design), the Applicant’s Capital Facilities contribution

provided for in Proffer VII.C.1 will be adjusted and reduced accordingly up to a maximum of $2,000,000 (as may be adjusted downward, as provided herein).

b. Documentation of Bridge Costs to County, Possible

Adjustment to Capital Facilities Reduction. Within 60 days after the Applicant’s receipt of the Loudoun County Parkway Triple 66’ Bebo Arch Bridge structure permit or alternative bridge structure permit, the Applicant shall provide to the Zoning Administrator a final Loudoun County Parkway Budget summary (in a form substantially similar to the Loudoun County Parkway Budget summaries previously provided to Loudoun County), along with copies of the Applicant’s main contracts and/or invoices for alternative bridge structure.

c. Overall Zoning Permit Adjustment. The maximum

$2,000,000 adjustment (or said figure as may be adjusted) will be deducted from the Applicant’s anticipated $10,523,633 Capital Facilities contribution (as required pursuant to Proffer VII.C.1.)

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and the Applicant’s contribution shall be adjusted and reduced accordingly, both as to the overall amount and as to the individual, per unit contribution for this Active Adult application, all subject to the adjustments of Proffer XVII. The Applicant shall coordinate the timing and resolution of said adjustment to overall Capital Facilities and individual zoning permit contribution amounts with the Zoning Administrator's Office and Building & Development in order to appropriately coincide with the approval and issuance of zoning and occupancy permits. The Applicant recognizes that, once a zoning permit is approved for a particular dwelling unit, the Capital Facilities contribution calculated and payable with respect to that particular dwelling unit cannot be adjusted retroactively.

iii. Alternative Bridge Structure to be Maintained by VDOT. Should the triple 66’ bebo arch bridge structure be required by VDOT (or an alternative VDOT-, County- and Applicant-approved bridge design), said alternative bridge structure shall be constructed to VDOT’s standards by Applicant and shall be maintained by VDOT once completed and accepted by VDOT into the state highway system, not the Applicant, consistent with VDOT’s usual policies. In that event, the Applicant shall no longer be responsible for ongoing maintenance of this bridge, pursuant to Proffer V.B.3.c.iv. (The Parties Respective Responsibilities; Applicant’s Maintenance Responsibilities); said proffer to be rendered null and void.

C. Shreveport Drive improvements from the western Property boundary to the

intersection of Loudoun County Parkway and Shreveport Drive. The Applicant (and/or its affiliated development company, Brambleton Group L.L.C.) shall, no later than 30 days following a traffic signal installed at the intersection Shreveport Drive and Route 659 (Belmont Ridge Road) pursuant to Proffer V.E.3. below becoming operational, construct a 4-lane divided Shreveport Drive between the western Property boundary, identified as Station 408+10 on Exhibit F, and the intersection of Shreveport Drive and Loudoun County Parkway, including necessary turn lanes. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer. [THIS PROFFER HAS BEEN FULFILLED]

D. Bus Service and Bus Shelters

1. The Applicant shall provide a van/bus, that can be operated without need

for a commercial drivers license, to be used by the HOA to serve residents of the Property for resident events and services no later than the issuance of the occupancy permit for the 250th

residential dwelling unit for the Property. The occupancy permit for the 251st residential dwelling unit shall not be issued until the Applicant has provided written documentation to the County Building and Development or Zoning Administration staff that said passenger van/bus has been provided.

2. The Applicant shall construct bus shelters in locations as agreed to between the Applicant and the County. The Applicant shall construct a minimum of three (3) bus shelters: one (1) shelter shall be constructed in each of Land Bay A, Land Bay B and Land Bay C. The three bus shelters shall be constructed and open for use no later than December 31, 2019.

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Commented [KA9]: 2 of 3 shelters have been constructed

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3. The van/bus referenced above shall initially be available on a daily basis. Following the issuance of the occupancy permit for the two hundredth (200th) residential dwelling unit for the Property, the Homeowners Association may adjust the aforementioned schedule as deemed appropriate to meet the needs of homeowners. The said passenger van/bus shall provide transportation for members of the community to golf courses, places of worship, medical care facilities (outpatient only) and passive recreation space within a ten mile driving distance of the Property. It shall also provide transportation to the Club/Recreation Center in Land Bay C, commercial uses in Land Bay E, the proposed Brambleton Center (to be located in the south eastern quadrant of the intersection of Shreveport Drive and Route 659, as proffered with ZMAP 2012- 0013 and ZCPA 2012-0009) and to the Brambleton Town Center.

E. Traffic Signals

1. Traffic Signal at the Intersection of Loudoun County Parkway and

Shreveport Drive [THIS PROFFER HAS BEEN FULFILLED]

a. Within five (5) days of approval of this ZMAP 2013-0002 and ZCPA 2013-0001, the Applicant shall fund, prepare and submit to VDOT a signal warrant study for a traffic signal at the intersection of Loudoun County Parkway and Shreveport Drive.

b. In the event the signal is warranted, the Applicant shall, prior to

September 1, 2015, submit a design for the warranted signal to VDOT for review and approval and shall construct/install said signal as promptly as reasonably possible after signal design approval. Subject to approval by VDOT, the traffic signal shall include a pedestrian-activated crossing.

c. In the event the signal (i) is not warranted prior to the approval of the zoning permit for the 500th dwelling unit on the Property (or is warranted with contingency by VDOT) or (ii) in the event that the signal is installed by others, the Applicant shall contribute three hundred and fifty thousand dollars ($350,000) to the County prior to the approval of the zoning permit for the 500th dwelling unit or within thirty (30) days after the signal installed by others is operational, whichever occurs first. Such funds shall be used towards regional road or transportation improvements in the vicinity of the Property. In the event the Applicant contributes three hundred and fifty thousand dollars ($350,000) to the County in accordance with this Proffer, the requirements of this Proffer shall be deemed fulfilled.

2. Traffic Signals at Entrances to the Property

a. Upon written request from the County at any time, the Applicant shall fund, prepare and submit to VDOT signal warrant studies for traffic signals at (i) the southernmost proposed access point from Loudoun County Parkway to Land Bays B and C (in the location depicted on Sheet 12 of the CDP), and (ii) at the entrance to Land Bay E from Shreveport Drive.

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b. In the event one or more of the traffic signals are warranted, the Applicant shall submit a design for each warranted signal to VDOT for review and approval and, as early as practicable, shall design and install each warranted traffic signal. Subject to approval by VDOT, each traffic signal shall include a pedestrian-activated crossing.

c. Prior to the issuance of the occupancy permit for the 1,502nd

dwelling unit and promptly following the issuance of the occupancy permit that would result in the cumulative total of occupancy permitted non-residential square footage of development on the Property exceeding 20,000 square feet in Land Bay E, whichever occurs first, the Applicant shall fund, prepare and submit to VDOT signal warrant studies for each signal referenced in Proffer V.E.2.a. above that was previously unwarranted (the “Second Warrant Study Submission”). The Applicant shall provide written notification to the Zoning Administrator of the delivery to VDOT of the Second Warrant Study Submission. In the event one or more of such traffic signals are warranted, the Applicant shall submit a design for each warranted signal to VDOT for review and approval and, as early as practicable, shall design and install each such warranted traffic signal. Subject to approval by VDOT, each traffic signal shall include a pedestrian-activated crossing.

d. In the event one or both signals is first warranted, or is designed and

installed by others, within four years following the submission of the Second Warrant Study defined herein, the Applicant shall contribute three hundred and fifty thousand dollars ($350,000) to the County towards regional road or transportation improvements in the vicinity of the Property for each installed signal.

e. In the event neither signal is warranted or constructed by others

within four years following the submission of the Second Warrant Study, the Applicant shall have no responsibilities under this Proffer for such signals.

3. Traffic Signal at the Intersection of Route 659 (Belmont Ridge Road) and

Shreveport Drive. [THIS PROFFER HAS BEEN FULFILLED]

a. The Applicant shall construct/install a traffic signal at the intersection of Route 659 (Belmont Ridge Road) and Shreveport Drive. Such signal shall be constructed/installed within nine (9) months of final approval by VDOT of the signal design. A signal warrant study and signal design for said signal has previously been submitted by Applicant to VDOT.

b. In the event the said signal is not warranted prior to the approval of the zoning permit for the seven hundred and fiftieth (750th) residential dwelling unit for the Property, the Applicant shall contribute three hundred and fifty thousand dollars ($350,000) to the County towards regional road or transportation improvements in the vicinity of the Property.

F. Pedestrian Underpass Crossings

1. Locations. The Applicant has constructed one underpass crossing under

Shreveport Drive and shall construct another underpass crossing under Loudoun County Parkway. The general locations of the existing and proposed underpasses are depicted on Sheet 13 of the

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CDP as “Pedestrian Underpass”. Construction and final location of pedestrian underpasses shall be subject to final engineering and final approval by VDOT and the County. Pedestrian underpasses will be designed and constructed of pre-cast or cast-in-place concrete, in accordance with approved VDOT designs. [THIS PROFFER HAS BEEN FULFILLED]

2. Design. Each underpass shall be lighted between dusk and dawn and shall

be a minimum of 8 feet in height and a minimum of 9 feet in width.

3. Timing of Pedestrian Underpass Construction [THIS PROFFER HAS BEEN FULFILLED]

a. Existing Shreveport Drive Underpass. Applicant has constructed,

pursuant to CPAP 2005-0080, an underpass shown on Sheet 13 of the CDP crossing under Shreveport Drive.

b. Proposed Loudoun County Parkway Underpass.

i. In the event the Applicant pursues an alternative to the Southern Bridge Design – 12-Cell Design as referenced in Proffer V.B.3.b., in addition to the Loudoun County Parkway construction requirements reflected under Proffers V.B.2. and V.B.3., and assuming it is approved by the County and VDOT, the Applicant shall, within 120 days of approval of this ZMAP 2013-0002 and ZCPA 2013-0001, submit all necessary civil engineering documents to the County and VDOT for the proposed Loudoun County Parkway underpass.

ii. The Applicant shall construct the proposed Loudoun County

Parkway underpass; said underpass is anticipated to be located north of the Loudoun County Parkway-Broad Run bridge structure to be constructed by the Applicant (as reflected in Proffer V.B.3.) and south of the intersection of Loudoun County Parkway and Shreveport Drive.

iii. In the event this pedestrian underpass is not approved by the

County or VDOT prior to the approval of the first residential zoning permit for the Property, the Applicant shall, in lieu of constructing the pedestrian underpass, contribute $250,000 dollars to the County for use toward regional road improvements at the discretion of the Board of Supervisors. Such contribution shall be paid on a per unit basis in the amount of $166.45 per dwelling unit, provided that the amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer XVII. below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable prior to the issuance of the occupancy permit for such dwelling unit for the Property. Such contribution shall be in addition to the capital facilities, regional road and mass transit contributions discussed in Proffer VII. below.

4. Engineering Design and Storm Water. Pedestrian underpass locations will

be situated so that the entrance and exit invert elevations of those underpasses will be higher than the two year storm event headwater and/or tailwater elevations of nearby storm water facilities. [THIS PROFFER HAS BEEN FULFILLED]

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5. County and VDOT Approval. Notwithstanding the foregoing, the Applicant shall not have any obligation to provide pedestrian underpasses unless, at the time construction of an underpass would otherwise be required, the County, Applicant, and the HOA defined by these Proffers have entered into an agreement (in such forms substantially similar to those contained within Exhibit I (Agreement for Maintenance of a Pedestrian Overpass/Underpass within the Public Right-of-Way and a County-State Agreement for Inspection and Maintenance of a County-Controlled Grade Separation Structure) providing, among other things, that VDOT shall have no obligation to inspect, maintain, repair or replace the underpass, except for structural integrity, and that Developer and the HOA agree that they will bear all liability for all inspection, maintenance, or repair of the underpass (including public safety security systems such as lighting) and any portion of the roadway damaged or destroyed due to necessary repair work on the underpass or its failure; including maintaining the lighting system in good working order with all lights functional, keeping the underpass lit during all times of foreseeable use, and assuring that the underpass is in safe physical condition during all times of foreseeable use, and with such further provisions as may be necessary, such that the said public roads with pedestrian underpasses can and will be accepted by VDOT into the State Highway System. [THIS PROFFER HAS BEEN FULFILLED]

G. Abandonment of Creighton Road . [THIS PROFFER HAS BEEN FULFILLED]

Prior to the submission of the first record plat or first site plan for Land Bay A or Land Bay B, whichever is first in time, the Applicant shall submit to the County a formal abandonment request/petition for the portion of existing Creighton Road depicted as “Ex. 30’ Prescriptive Right-of-Way” on Sheet 4 of the CDP.

H. Proposed Arcola Boulevard Improvements.

1. The Applicant (and/or its affiliated development company, Brambleton

Group L.L.C.) shall, construct a four-lane divided section of the Proposed Arcola Boulevard between Station 212+08.85 and Station 204+90.35 as depicted on Exhibit G and labeled as “Prop. West Spine Road”, including required trails within the dedicated right-of-way. Such improvements shall be open to traffic, but not necessarily accepted by VDOT for maintenance, no later December 31, 2019. Notwithstanding the foregoing, the Zoning Administrator may grant an extension to this date in the event it is determined an extraordinary event or circumstance beyond the control of the Applicant has prevented the fulfillment of its obligations under this Proffer.

2. In the event the improvements to Arcola Boulevard described in Proffer

V.H.1. above are not constructed by or on behalf of the Applicant or Brambleton Group L.L.C. and are constructed by others, the Applicant shall, following construction of the improvements by others, within ninety (90) days of receipt of written request from the County and in lieu of construction of such improvements, make a cash contribution to the County in the amount of the actual costs (as confirmed by invoices) expended by such other party, with such cash contribution to be used in the discretion of the Board of Supervisors toward reimbursement of such others for such construction or used towards other regional road or transportation improvements.

I. Construction of Transportation Improvements

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For the purposes of these Proffers the term “construct” is intended to mean open to traffic prior to the approval of the specified permit or land development application and does not require that the road improvement be accepted into the VDOT system for maintenance.

VI. ENVIRONMENT

A. Tree Conservation and Tree Protection

1. Tree Conservation Areas. The Applicant shall establish tree conservation areas in the locations shown on Sheets 12 and 13 of the CDP as the “Tree Conservation Area.” 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 trails and any such clearing shall be limited to the minimum area required for said construction. The final delineation of the Tree Conservation Areas shall be in substantial conformance with that shown on Sheets 12 and 13 of the CDP and shall be phased in and established with contiguous site and/or subdivision plans.

2. Minimum 80% Tree Conservation Area. A minimum of eighty (80) percent

of the canopy within the cumulative Tree Conservation Area depicted on the CDP will be preserved, exclusive of stands of Virginia Pine over 25 years in age. Eighty percent of the Tree Conservation Area has been calculated as 28.4 acres. In the event that the eighty (80) percent canopy threshold preservation cannot be achieved within the designated Tree Conservation Areas, all such canopy deficit will be recaptured elsewhere onsite in locations to be designated at the discretion of the Owner in consultation with the County Urban Forester. Boundaries of all Tree Conservation Areas shall be delineated on all site plans and CPAPs and on the record plat recorded for each section of the development.

3. Clear Delineation of Tree Conservation Area. Construction plans shall

clearly define the limits of the Tree Conservation Areas and all such areas shall be clearly marked in the field. Tree protection fencing shall be placed outside the drip lines along the Tree Conservation Area prior to commencing land-disturbing activities.

4. Removal of Dead, Dying Vegetation. The Applicant reserves the right to

remove, in consultation with the County Urban Forester, any dead, damaged, dying or diseased trees and vegetation.

5. Replacement Trees & Planting. If, during construction on the Property, it is

determined by the Applicant’s certified arborist and/or the County Urban Forester that any healthy tree located within the boundaries of any of the Tree Conservation Areas described in this Proffer has been damaged during construction and will not survive, then the Applicant 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 County Urban Forester.

6. HOA Documents. The HOA Documents include a provision that prohibits

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removal of trees in Tree Conservation Areas, as shown on the record plat, after construction has been completed by the Applicant without specific permission of the County 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 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 HOA Documents clearly state that such provisions prohibiting tree removal shall not be amended by the Applicant or HOA without written approval from the County.

7. Record Plats. The record plat for each portion of the Property containing a

Tree Conservation Area shall contain a note stating that the removal of trees within a Tree Conservation Area is prohibited except in accordance with the HOA Documents which may be titled as Declaration of Covenants.

B. Best Management Practices (“BMP”). The stormwater management (“SWM”)

facility identified on Sheet 12 of the CDP as “Lake for Water-Related Activities (Lake Also Serves as SWM/BMP Facility)”, approved by CPAP 2006-0120, and the SWM facilities identified on Sheet 12 of the CDP as “Proposed SWM/BMP Facility”, approved with CPAP 2010-0023, shall be constructed as wet ponds and not dry ponds and shall comply with the requirements of the Loudoun County Facilities Standards Manual and the applicable State stormwater regulations. The Applicant reserves the right to construct additional SWM and/or BMP facilities on the Property subject to approval by Loudoun County. Such additional SWM and/or BMP facilities shall comply with the requirements of the Loudoun County Facilities Standards Manual and applicable State stormwater regulations.

C. Reforestation in Open Areas.

1. Preparation and Submission of a Riparian Planting Plan. The Applicant shall submit a riparian planting plan, prepared by a professional forester, landscape architect, or certified arborist, for the replanting of open areas within or adjacent to the floodplain (such open areas being identified on Sheets 12 and 13 of the CDP as “Approximate location of reforestation area to mitigate buffer impacts”) in an amount equal to the area of the proposed development that encroaches into the 50-foot Management Buffer associated with jurisdictional waters and wetlands (as identified on Sheets 12 and 13 of the CDP as “Area of 50 foot Management Buffer Encroachment”). Such encroachment may only occur in those locations identified on Sheet 12 and 13 of the CDP and the square footage of any necessary encroachment shall be shown on each relevant site plan or CPAP. Such replanting plan shall be submitted at the time of submission of the first site plan, or CPAP for the Property, whichever is first in time, for review and approval by the County Urban Forester. The riparian plantings may take place on other portions of the Property as reflected on Sheets 12 and 13 of the CDP so long as the Applicant demonstrates that its riparian planting plan provides an amount equal to or greater than any encroachments into the 50-foot Management Buffer.

2. Implementation of the Riparian Planting Plan. Such plan shall address site

preparation, including the removal of invasive species, and shall provide for 3 gallon, 20

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containerized, native, deciduous trees to be planted at a density of 300 trees (180 canopy trees and 120 understory trees) per acre (or if less than one acre an appropriate number of trees calculated for the planting area based on this density) on a 12-foot by 12-foot staggered grid. The approved riparian planting plan shall be implemented concurrently with the development of the first approved site plan or CPAP, whichever is first in time, for the Property. A targeted stocking of 75 percent survival with uniform distribution shall be achieved within one year of planting as determined by the County Urban Forester. In the event that the targeted stocking is not achieved, the Applicant shall provide a one-time supplemental planting to achieve the full, initial stocking.

D. Lighting. All lighting fixtures used in parking areas and on building exteriors shall

be designed and constructed with full cutoff and fully shielded lighting fixtures so that the light will be directed inward and downward toward the interior of the Property to prevent glare on adjacent properties and streets. The maximum average illumination for parking lots shall be 3 foot candles and the maximum average illumination for exterior building lighting, including security lighting, shall be 5 foot candles. All lighting in Land Bay E shall comply with the Light and Glare Standards of Section 5-1504 of the Zoning Ordinance.

VII. CAPITAL FACILITIES, REGIONAL ROAD AND MASS TRANSIT

CONTRIBUTIONS

A. Total Additional Contribution. In addition to the transportation improvements proffered herein, the Applicant shall make a contribution of $10,523,633 towards capital facilities, regional road or transportation and mass transit improvements for use at the discretion of the Board of Supervisors. This contribution is intended to address capital facilities, regional road improvements and mass transit improvements the need for which is generated by the 1,502 residential units proposed on the Property under this ZCPA-2018-0008 and certain cash-in-lieu payments associated with other zoning approvals as described in Proffer VII.B. The timing for payment of such contribution is described below.

B. Cash-in-Lieu Payments. On October 16, 2007, the Board of Supervisors approved

rezoning applications designated as ZMAP 2005-0020 (Brambleton Active Adult), ZMAP 2004- 0024 (Brambleton Brandt), ZMAP 2004-0025 (Brambleton Corner), and ZMAP 2004-0026 (Brambleton Town Center-Residential). Proffers approved with each of these said applications included a commitment to the construction of portions of Loudoun County Parkway and Shreveport Drive (f/k/a East-West Connector/Route 621 Relocated) (the “Approved Proffers”). The Approved Proffers provide a requirement for cash-in-lieu payments in the event all or part of Loudoun County Parkway or Shreveport Drive are constructed by others. Such payment was to be made at the time of issuance of residential zoning permits approved for each of the four developments. The VDOT Route 606/Loudoun County Parkway/Old Ox Road project referred to in Proffer V.B.2. above is anticipated to include the construction of sections of Loudoun County Parkway and Shreveport Drive committed to in the Approved Proffers.

C. Proposed Contributions. In fulfillment of the commitment to proffered

contributions made in the Approved Proffers and in fulfillment of capital facilities, regional road and mass transit improvements, the need for which is generated by the development of the Property

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under this ZMAP 2013-0002 and ZCPA 2013-0001, the following contributions shall be made to the County (each of these four contributions have been CPI escalated to 2015 values).

1. ZMAP 2013-0002 and ZCPA 2013-0001 / ZMAP 2005-0020 (Brambleton

Active Adult). Consistent with these Proffers, the contribution for capital facilities, regional road and mass transit improvements, deletion of prior application library site credit, and cash-in-lieu and cash contribution from prior application, payable for Brambleton Active Adult pursuant to this ZMAP 2013-0002 and ZCPA 2013-0001 is anticipated to total $10,523,633 with additional adjustments per Proffer XVII, which payment shall be made on a per unit basis (of $7,006.22 per dwelling unit) for all residential dwelling units to be constructed on the Property pursuant to this ZMAP 2013-0002 and ZCPA 2013-0001. The amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer XVII below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable prior to the issuance of the occupancy permit for such dwelling unit.

2. ZMAP 2004-0024 (Brambleton Brandt). Upon completion of VDOT’s

Route 606/Loudoun County Parkway/Old Ox Road project, the cash-in-lieu payment for ZMAP 2004-0024 will be $386,309. The residential units approved with ZMAP 2004-0024 have been constructed and have all received occupancy permits or will have received occupancy permits at the time the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic. Therefore, at such time as construction of the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic, the Applicant shall make a one-time contribution to the County in the amount of $386,309.

3. ZMAP 2004-0025 (Brambleton Corner). Upon completion of VDOT’s

Route 606/Loudoun County Parkway/Old Ox Road project, the cash-in-lieu payment for ZMAP 2004-0025 will be $80,208. The residential units approved with ZMAP 2004-0025 have been constructed and have all received occupancy permits or will have received occupancy permits at the time the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic. Therefore, at such time as construction of the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic, the Applicant shall make a one-time contribution to the County in the amount of $80,208.

4. ZMAP 2004-0026 (Brambleton Town Center-Residential). Upon

completion of VDOT’s Route 606/Loudoun County Parkway/Old Ox Road project, the cash-in- lieu payment for ZMAP 2004-0026 will be $235,714. The residential units approved with ZMAP 2004-0026 have been constructed and have all received occupancy permits or will have received occupancy permits at the time the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic. Therefore, at such time as construction of the Route 606/Loudoun County Parkway/Old Ox Road project is completed and open to traffic, the Applicant shall make a one-time contribution to the County in the amount of $235,714.

VIII. NOISE IMPACT STUDY

A. Highway Noise

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1. Noise Study for Areas Contiguous with Loudoun County Parkway and Shreveport Drive. Concurrently with the submission of site plan application for residential units adjacent to the Loudoun County Parkway and Shreveport Drive frontages of the Property, the Applicant shall submit a noise impact study or noise impact studies to the County that will determine the need for any additional buffering and noise attenuation measures along the Loudoun County Parkway and Shreveport Drive frontages of the Property. The requirements of this Proffer VIII. shall not apply to uses in Land Bay E.

2. Noise Study Preparation. Each noise impact study shall be conducted by a

certified professional engineer. The noise impact studies will be based on traffic volumes for Loudoun County Parkway and Shreveport Drive at a time that is ten to twenty years from the start of construction on the Property based on the most recent and applicable forecast available from the County's Department of Transportation and Capital Infrastructure, the ultimate road configuration as defined in the 2010 Countywide Transportation Plan (“CTP”), and the ultimate design speed, pavement type, and proposed topography.

3. Mitigation. Each noise study will be prepared using the latest version of the

Federal Highway Administration's Traffic Noise Prediction Model. Noise impacts shall be deemed to occur if predicted highway noise levels substantially exceed the existing noise levels (a 10 decibel increase over existing noise levels) or approach (one decibel less than), meet, or exceed the Noise Abatement Criteria identified in the CTP. For all uses deemed to be subject to such noise impacts, the Applicant shall provide noise attenuation measures along Loudoun County Parkway and Shreveport Drive as identified in the noise impact study and sufficient to mitigate the anticipated noise impacts prior to the approval of occupancy permits for any impacted structures. Such noise attenuation measures shall be shown on the applicable site plan or construction plan. Noise attenuation measures shall result in noise levels less than impact levels (2 decibels less than the Noise Abatement Criteria) and shall result in a noise reduction of at least 5 decibels below predicted highway noise levels. Where noise attenuation measures are determined to be required, priority shall be given to passive measures (to include adequate setbacks, earthen berms, wooden fences, and vegetation). Structural noise attenuation measures (e.g., noise walls) shall be used only if adequate noise attenuation cannot otherwise be achieved. The first occupancy permit for any dwelling unit or other noise-sensitive use located upon property along Loudoun County Parkway or Shreveport Drive shall not be issued until Applicant has provided written documentation from County Building and Development staff or the Zoning Administrator that such required attenuation measures have been constructed or installed or are not required. All such noise attenuation measures shall be located on HOA owned property, and the HOA Covenants shall clearly state that all required noise attenuation measures shall be maintained by the HOA and shall not be removed without written approval from the County.

B. Airport Noise

1. The Applicant shall provide a noise impact study to the County that will

determine the required noise attenuation measures throughout the Property to mitigate any noise from Dulles Airport. The noise impact study shall address the noise generated by flights to and from Dulles Airport at the time of build-out of the Property, which is anticipated to occur in 2020.

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The study will be conducted by a certified professional engineer and submitted to the County in conjunction with the submission of the first construction plan or site plan application for the Property that includes development of residential units. If it is determined by County staff that the yearly interior day-night average sound level (db(A) Ldn) will exceed 45 decibels, the Applicant will incorporate such noise attenuation measures as directed by the engineering firm that performs such study sufficient to mitigate the noise impacts from aircraft overflights and aircraft noise prior to the approval of occupancy permits for any residential dwelling units impacted by such noise levels. No occupancy permit for any dwelling unit located within the Airport Impact Overlay District shall be issued until Applicant has provided written documentation from County Building and Development staff or the Zoning Administrator that such required noise attenuation measures have been incorporated into such dwelling unit or are not required. [THIS PROFFER HAS BEEN FULFILLED]

2. As required by Section 4-1400 of the Zoning Ordinance for residential units

located within the Airport Impact Overlay District, the Applicant shall disclose to all prospective purchasers of such residential units the component of the AI District in which the lot is located and that such dwelling unit is located within an area that will be impacted by aircraft overflights and aircraft noise.

IX. FIRE AND RESCUE SERVICES

A. Levels of Contribution For Residential And Non-Residential Uses. Applicant shall

make a one-time contribution to the County of $132.441 per unit for each residential dwelling unit on the Property (such amount being the 2018 equivalent of $60.00 per unit in 1988 Dollars). The adjusted amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer XVII below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable by the Applicant prior to the issuance of the occupancy permit for such dwelling unit. Prior to the approval of each zoning permit for any non-residential structure on the Property, the Applicant shall pay to the County a one-time contribution of $0.22 (such amount being the 2018 equivalent of $0.10 per unit in 1988 Dollars) per gross square foot of non-residential floor area.

B. Equal Distribution. The contributions described in this Proffer shall be for

distribution to the Fire and Rescue companies providing service to the Property. The contributions shall be divided equally between the servicing Fire and Rescue companies.

B.C. Restore Prior Proffer.

C.D. Support of Volunteer Fire and Rescue System. Notwithstanding the foregoing, if at

the time of the application for any said residential or non-residential zoning permit, the primary servicing fire and rescue companies do not utilize, to any significant extent, either volunteer staff or apparatus owned by a volunteer organization, then no contribution will be provided by the Applicant. The intent of the foregoing provisions is to support volunteer fire and rescue staffing and operations so long as any significant element of the primary provider of fire and rescue services to the Property is volunteer owned or operated. If only one of these services has ceased to utilize volunteer staff and apparatus, then the contribution shall be halved and shall be provided to the remaining company.

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Commented [KA10]: Please restore to original proffer. There are no changes to units with these proffers, so unit contributions should not now start at 2018. They should go back to 2015.

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X. OPEN SPACE PRESERVATION

The Applicant shall contribute to Loudoun County $46.00 per dwelling unit constructed on the Property. The adjusted amount of the said contribution payable for each dwelling unit, adjusted pursuant to Proffer XVII. below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit and shall be payable by the Applicant prior to the issuance of the occupancy permit for such dwelling unit. Such contribution shall be used towards the provision or purchase of Open Space Easements, parkland and/or recreational amenities within the Dulles Planning Subarea.

XI. UNMET HOUSING NEEDS CONTRIBUTION

A. Unmet Housing Needs. The Applicant shall make an unmet housing needs

contribution for three hundred and forty one single family attached and single family detached units developed on the Property, in the total amount of up to $660,000 (341 units multiplied by the $1,935.48 per unit contribution equals $660,000).

B. Payment of Contribution. To assist the County in keeping a record of unmet

housing needs contributions payable for said 341 market-rate units proposed by these Proffers, and in lieu of making a $1,935.48 per unit contribution to the County towards unmet housing needs for 341 market-rate units, the Applicant shall contribute $439.41 per dwelling unit for each of the 1,502 units that may be developed on the Property.

C. Timing of Contributions. The adjusted amount of each contribution of $439.41,

described in this Proffer XI., payable for each dwelling unit, adjusted pursuant to Proffer XVII. below, shall be calculated at the time of the approval of the zoning permit for each said dwelling unit on the Property and shall be payable by the Applicant prior to the issuance of the occupancy permit for such dwelling unit.

D. Use of Unmet Housing Needs Contributions. All of the unmet housing needs

contributions made pursuant to this Proffer XI. shall be used for such purposes as, without limitation, facilitating the creation of rental housing units or providing purchasing assistance for qualified applicants in Loudoun County with a household income of between 0% and 100% of the Washington Metropolitan Statistical Area median income (“AMI”) as published by the U.S. Department of Housing and Urban Development. Said contributions shall be placed by the County in an account for affordable housing to serve households with incomes between 0% and 100% of the AMI at the discretion of the Board of Supervisors and shall not be required to be deposited in the County of Loudoun Housing Trust.

XII. UNIVERSAL DESIGN ELEMENTS

The Applicant shall require all residential builders of units on the Property to offer

universal design element options to their purchasers. Builders, at the request of individual

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purchasers, shall install universal design elements if purchasers choose such options prior to the start of construction.

XIII. AVIGATION EASEMENTS

The Applicant shall provide an avigation easement to the Metropolitan Washington

Airports Authority (“MWAA”) over the Property in accordance with the County’s Revised General Plan and the Revised 1993 Zoning Ordinance. Such easement shall be granted and recorded in the Land Records prior to the first record plat or first site plan for the Property, whichever is first in time, creating a residential lot on the Property. [THIS PROFFER HAS BEEN FULFILLED]

XIV. WATER AND SEWER

The Property shall be served by public central water supply and public central sanitary

sewer systems. The Applicant shall construct and install all water and sewer extensions and connections necessary for development of the Property at no expense to the Loudoun County Sanitation Authority ("Loudoun Water”) or to Loudoun County (the “County”). Such water and sanitary sewer extensions and connections shall be constructed in accordance with Loudoun Water’s standards.

XV. RECREATIONAL USE OF STORM WATER MANAGEMENT FACILITY

A. Lake for Fishing. The storm water management facility located in Land Bay A shall

be used for active recreation purposes. The facility is labelled “Lake for water related activities” (the “Lake”) on Sheet 12 of the CDP. The Lake shall be stocked with fish and shall be available for use by residents of the Property and their guests.

B. Stocking of Lake with Fish. The Applicant shall stock the Lake prior to May 1st in 2016 and prior to May 1st of the following two successive years. In 2016, the Applicant shall stock the Lake with a minimum four hundred (400) fish. In 2017, the Applicant shall stock the Lake with a minimum three hundred (300) fish. In 2018, the Applicant shall stock the Lake with a minimum two hundred (200) fish. The Applicant shall include in each stocking effort a combination of bass, catfish, sunfish and a breed of minnow to be determined by the Applicant. [THIS PROFFER HAS BEEN FULFILLED]

C. Monitoring of Fish Levels. Following the stocking of the Lake as discussed in

Proffer XV.B., fish levels in the Lake shall be monitored every two years with the first monitoring exercise taking place in 2020. Such monitoring shall be undertaken by an independent fish and wildlife consultant selected and paid for by the Applicant. The Applicant shall follow the recommendations of the fish and wildlife consultant to ensure that a healthy stocking level of bass, catfish, sunfish and a breed of minnow selected by the Applicant is being maintained appropriate to size of the Lake.

D. Water Level Maintenance. The Lake is anticipated to have a normal operating

water level elevation of approximately 274.00 feet (above sea level). The Applicant shall maintain

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Commented [KA11]: Agreed, this was just completed.

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a minimum water level elevation of the Lake of 270.25 feet. The Applicant shall monitor the water level elevation of the Lake every two years with the first monitoring exercise taking place in 2020. Such monitoring shall be undertaken by an independent fish and wildlife consultant or certified engineer selected and paid for by the Applicant.

E. Reporting to the County. No later than three months following each monitoring

event discussed above, the independent fish and wildlife consultant or certified engineer shall notify the Zoning Administrator of its findings and any necessary recommendations to maintain a healthy level of fish appropriate to the size of the Lake or minimum water level elevation.

F. Ongoing Monitoring

a. The monitoring of healthy fish levels and water level elevations of the Lake

shall continue every two years until three consecutive monitoring events show that the Lake’s water elevation level and healthy fish levels are being maintained. At such point, the Applicant shall be deemed to have fulfilled its requirements under this Proffer XV.

b. In the event that the biennial monitoring events required above indicate that

the Lake’s water elevation level is not being maintained and/or a healthy stocking of fish is not present, the Applicant shall continue to monitor the Lake’s water elevation level and fish stocking levels in conformance with these Proffers until the provisions of Proffer XV.F. are addressed.

XVI. AREAS FOR COLLECTION OF REFUSE AND RECYCLING FACILITIES

A. Receptacles for Recyclable Materials. Where dumpsters are provided within Land

Bay E for the storage of trash generated by commercial uses within Land Bay E, additional space shall be provided to accommodate receptacles for recyclable materials.

B. Trash Containers for Recyclable Materials. A minimum of ten (10) trash containers

shall be provided proximate to commercial uses in Land Bay E, specifically for the collection of recyclable materials. Maintenance and proper disposal of the contents of such recycling containers shall be provided by the PMA COA. Five (5) of the required recycling trash containers shall be provided prior to the approval of the non-residential zoning permit that would result in the cumulative total of zoning permitted non-residential square footage of development exceeding fifty thousand (50,000) square feet of commercial floor space in Land Bay E. The remaining five (5) trash containers shall be provided prior to the approval of the non-residential zoning permit that would result in the cumulative total of zoning permitted non-residential square footage of development exceeding one hundred thousand (100,000) square feet of commercial floor space in Land Bay E.

XVII. ESCALATOR

Unless otherwise specified above, all cash contributions enumerated in these proffers shall

be subject to an annual adjustment based on the Consumer Price Index, for all urban consumers (CPI-U) as published by the United States Department of Labor, Bureau of Labor Statistics for the Washington Baltimore, MD-VA-DC-WV Consolidated Metropolitan Statistical Area (the “CPI”)

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with a base year of 2018. This adjustment shall take effect on January 1 of 2019 and change effective each January 1 thereafter.

XVIII. DATE CERTAIN TRIGGERS

All proffer triggers contained herein with a date certain shall be met unless the Applicant

receives an extension from the Zoning Administrator who may grant such extension if he/she determines an extraordinary event or circumstance beyond the control of the Applicant has prevented the Applicant from fulfilling its proffer obligation by the time established herein.

The undersigned hereby warrant that all owners with any legal interest in the Property have signed this Proffer Statement, 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 Property to these conditions, and that the Proffers are entered into voluntarily.

[SIGNATURE PAGES FOLLOW]

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Commented [KA12]: Same comment as Fire/Rescue Proffer. Restore to Prior Proffer.

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OWNER:

CREIGHTON LAND L.L.C., A MICHIGAN LIMITED LIABILITY COMPANY

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Creighton Land L.L.C., a Michigan limited liability company, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.

GIVEN under my hand and seal this day of , 2018.

Notary Public My Commission Expires:

Notary Registration #:

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OWNER:

CREIGHTON ROAD L.L.C., A MICHIGAN LIMITED LIABILITY COMPANY

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Creighton Road L.L.C., a Michigan limited liability company, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.




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OWNER:

BIRCHWOOD COMMUNITY ASSOCIATION AT BRAMBLETON

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Birchwood Community Association at Brambleton, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.




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OWNER:


STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Winchester Homes Inc., whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.




32

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OWNER:


STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Van Metre Homes at Brambleton IV LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.




33

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OWNER:

VAN METRE HOMES AT BIRCHWOOD VILLAS LLC

STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Van Metre Homes at Birchwood Villa LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.




34

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OWNER:


STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Stonewall Virginia LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.




35

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OWNER:


STATE OF )

) to-wit:

COUNTY/CITY OF )

I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that of Miller & Smith at Brambleton VIII LLC, whose name is signed to the foregoing Proffer Statement, appeared before me and personally acknowledged the same in my jurisdiction aforesaid.




36

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EXHIBIT A

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EXHIBIT B

EXISTING ZONING ORDINANCE AND FACILITIES STANDARDS MANUAL MODIFICATIONS TO REMAIN

APPROVED WITH ZMAP-2013-0002 AND ZCPA-2013-0001 1. Zoning Ordinance Requirements to be Modified:

Section 4-205. Lot Requirements. (C) Yards. (1) Adjacent to Roads. (b) Community Center (CC). No building, parking, outdoor storage, areas for collection of refuse, or loading area shall be permitted closer than (35) feet to any road right-of-way, except as provided in Section 4-206(E). No parking, outdoor storage, areas for collection of refuse or loading space shall be permitted in areas between buildings and streets where such uses are visible from any road.

Proposed Modification 1A. Reduce the parking setback along turn lanes along Shreveport Drive from 35 feet to 23

feet. Supplant Type 3 Front Yard Buffer required by Section 5-1403(E) with 3 Evergreen Trees per 100 linear feet in areas of reduced parking setback.

1B. Permit parking, outdoor storage, areas for collection of refuse or loading area in areas

between buildings and streets to be visible from adjacent roadways. This request applies to the northern, eastern, southern and western edges of Land Bay E.


Section 4-205. Lot Requirements. (C) Yards. (2) Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses. No building, parking, outdoor storage, areas for collection of refuse or loading area shall be permitted closer than (100) feet to any agriculture districts, any existing or planned residential district, or land bays allowing residential uses. No parking, outdoor storage, areas for collection of refuse or loading space shall be permitted in areas between buildings and such agricultural districts, existing or planned residential districts, or land bays allowing residential uses where such uses or areas are visible from said agricultural and residential areas.

Proposed Modification Reduce the minimum required yard for buildings, parking, outdoor storage, areas for collection of refuse or loading area from the PD-AAAR district from 100 feet to 5 feet.

Permit parking, areas for collection of refuse, and loading spaces in areas between buildings and the PD-AAAR district where such uses or areas are visible from said PD-AAAR district. However, no parking, areas for collection of refuse or loading spaces shall be established to serve commercial buildings on the western boundary of Land Bay E, adjacent to residential uses.

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Section 4-207. Use Limitations. (B) Landscaped Open Space. Minimum landscaped open space shall not be less than .20 times the buildable area of the commercial center.

Proposed Modification Reduce the minimum landscaped open space from .20 times to .15 times the buildable area of the commercial center.


Section 4-207. Use Limitations. (D) Site Planning – Internal Relationships. (2) Commercial and service uses and structures and their parking areas shall be oriented toward existing and planned major arterials, minor arterials, or collector streets and away from adjacent existing and planned minor streets in residential neighborhoods or from existing and planned adjacent residential neighborhoods not separated from the district by streets.

Proposed Modification Permit commercial and service uses and structures and their parking areas to orient away from Loudoun County Parkway and Shreveport Drive.


Section 4-1302. Size and Location. (D). No more than 100 acres shall be developed residentially. Proposed Modification Increase the maximum permitted acreage to be developed residentially from 100 acres to 255.98 acres.


Section 4-1307(A). Lot Requirements. Size. 6,000 sq. ft. minimum for single family detached dwellings, exclusive of major floodplain.

Proposed Modification Reduce the minimum lot size for SFD dwellings from 6,000 square feet to 3,000 square feet, exclusive of major floodplain.


Section 4-1307. Lot Requirements. (B) Width. 50 feet minimum for single family detached dwellings. 16 feet for interior townhouse dwellings.

Proposed Modification

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Reduce the minimum lot width of SFD dwellings from 50 feet to 39 feet; reduce the minimum lot width for SFA interior townhouse dwellings accessed by a pipestem drive from 16 feet to 8 feet. 8. Zoning Ordinance Requirement to be Modified:

Section 4-1307 Lot Requirements. (C). Yards. (1) Single Family Detached Dwellings. (a) Front. 25 feet minimum.

Proposed Modification Reduce the minimum front yard width for SFD dwellings from 25 feet to 15 feet.


Section 4-1307 Lot Requirements. (C). Yards. (1) Single Family Detached Dwellings. (b) Side. 8 feet minimum if two side yards are provided; 16 feet if only one side yard is provided. In no case shall the distance between dwellings be less than 16 feet.

Proposed Modification Reduce the minimum side yard for SFD dwellings from 8 feet to 0 feet for one yard if the adjacent yard is 8 feet wide; reduce the minimum distance between two buildings from 16 feet to 8 feet.


Section 4-1307 Lot Requirements. (C). Yards. (1) Single Family Detached Dwellings. (c) Rear. 25 feet minimum.

Proposed Modification Reduce the minimum rear yard for SFD dwellings from 25 feet to 15 feet.


Section 4-1307 Lot Requirements. (C). Yards. (2) Single Family Attached Dwellings. (b) Side. No requirement along common walls; minimum side yard on end unit shall be 8 feet.

Proposed Modification Reduce the minimum side yard for SFA end unit dwellings from 8 feet to 5 feet.


Section 4-1307 Lot Requirements. (C). Yards. (2) Single Family Attached Dwellings. (c) Rear. 25 feet minimum, no requirement along common walls.

Proposed Modification Reduce the minimum rear yard for SFA dwellings from 25 feet to 15 feet, no requirement along common walls.

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Section 4-1307. Lot Requirements. (C) Yards. (3) Multi-Family Dwellings. (c) 40 feet from any internal private street or road, not including private entrances.

Proposed Modification Reduce the required yard for MFDs from 40 feet to 8 feet and for detached garages serving MFDs from 40 feet to 5 feet from any internal private street or road, not including service entrances.


Section 4-1307. Lot Requirements. (C) Yards. (3) Multi-Family Dwellings. (d) 60 feet between buildings.

Proposed Modification Reduce the required yard for MFDs from 60 feet to 16 feet between maximum two-story buildings; from 60 feet to 20 feet between three-story buildings; from 60 feet to 35 feet between minimum four-story buildings; and from 60 feet to 6 feet between a building and adjacent single-story detached garages.


Section 4-1307. Lot Requirements. (C) Adjacent to Roads. (4) No parking, outdoor storage, areas for collection of refuse, or loading space shall be permitted in areas between buildings and streets where such uses are visible from any road.

Proposed Modification Permit parking spaces in areas between buildings and streets where such uses are visible from any road.


Section 4-1307(C). Yards. (5) Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses. No building, outdoor storage, areas for collection of refuse, or loading area shall be permitted closer than (100) feet to any agricultural district, any existing or planned residential district, or land bay allowing residential uses. No parking shall be permitted closer than (50) feet to any such area. No parking, outdoor storage, areas for collection of refuse, or loading space shall be permitted in areas between buildings and such agricultural districts, existing or planned residential districts, or land bays allowing residential uses where such uses are visible from said agricultural and residential areas.

Proposed Modification Reduce the minimum 100 foot yard for buildings, outdoor storage, areas for collection of refuse, or loading areas and the minimum 50 foot yard for parking, from any agricultural district, any

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existing or planned residential district, or land bay allowing residential uses, to 50 feet and 30 feet, respectively, for a row of 9 SFD dwellings located in the northwest corner of Land Bay B within the proposed PD-AAAR zoning district.


Section 4-1308. Building Requirements. (A) Lot Coverage. (1) single-family detached and single- family attached, 50 percent maximum.

Proposed Modification Increase the maximum lot coverage for SFD dwellings from 50% to 65% and for SFA dwellings from 50% to 70%.


Section 5-900. (A) Building and Parking Setbacks from Roads. (9) Other Arterial Roads. (a) Building: 100 feet.

Proposed Modification Reduce the minimum building setback from Loudoun County Parkway from 100 feet to 50 feet for 1-story detached garages in Land Bay B. Supplant Type 3 Front Buffer Yard required by Section 5-1403(E) with 3 Evergreen Trees per 100 linear feet of property line within such reduced setback within the proposed PD-CC-CC and PD-AAAR zoning districts.


Section 5-900. (A) Building and Parking Setbacks from Roads. (9) Other Arterial Roads. (b) Parking: 75 feet.

Proposed Modification Reduce the minimum parking setback along Loudoun County Parkway in Land Bay B, Land Bay C and Land Bay E from 75 feet to 35 feet and install 3 Evergreen Trees per 100 linear feet of property line in addition to other required Type 3 Front Buffer Yard required by Section 5-1403(E) within such reduced setback within the proposed PD-CC-CC and PD-AAAR zoning districts.


Section 5-900. (A) Building and Parking Setbacks from Roads. (10) Other Major Collector Roads. (b) Parking: 35 feet.

Proposed Modification Reduce the minimum parking setback along Shreveport Drive turn lanes from 35 feet to 23 feet and install 3 Evergreen Trees per 100 linear feet of property line in addition to the Type 3 Front Buffer Yard required by Section 5-1403(E) within such reduced setback within the proposed PD- CC-CC zoning district.

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Section 5-1414. (B) Buffer Yard and Screening Matrix. Proposed Modification Eliminate the required Type 2 Buffer Yard and plantings along the western boundary of Land Bay E adjacent to the PD-AAAR district. No parking, areas for collection of refuse or loading spaces shall be established to serve commercial buildings on the western boundary of Land Bay E, adjacent to residential uses.

Modify the Type 2 Buffer Yard required along the eastern boundary of the PD-AAAR district, adjacent to Land Bay E, to require a Type 2 Buffer Yard of a minimum 20 feet in width between the rear yards of SFA units and commercial buildings only. Landscape screening or buffering or a wall or a fence of a minimum height of 30 inches shall be provided between an area of parking spaces on the western edge of Land Bay E and residential units to the west.


Section 4-207 Use Limitations. (C) Site Planning – External Relationships. Commercial and service uses and structures and their parking areas shall be oriented toward existing and planned major arterials, minor arterials, or collector streets and away from adjacent existing and planned minor streets in residential neighborhoods or from existing and planned adjacent residential neighborhoods not separated from the district by streets.

Proposed Modification Permit a parking area adjacent to the western boundary of Land Bay E. Landscape screening or buffering or a wall or a fence of a minimum height of 30 inches shall be provided between the area of parking spaces and residential units to the west.


Section 4-207. Use Limitations. (D) Site Planning – Internal Relationships. (3) Landscaping, buffering, and screening shall be used to screen outdoor storage, areas for collection of refuse, loading areas and parking from streets and agricultural and residential uses.

Proposed Modification Eliminate the requirement to use landscaping, buffering, and screening to screen parking from streets within Land Bay E.

In addition to the zoning modifications discussed above, the Applicant respectfully requests approval of the following modification of the Facilities Standards Manual.

Facilities Standards Manual Requirement to be Modified

Section 4.330. Private Roadway Standards.

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Proposed Modification To permit a C1 Type roadway that does not include 4 foot wide grass shoulders (on each side). The Applicant shall, however, provide 3.5 feet of compacted or treated surface on either side of the proposed 13 foot wide drive to allow for emergency vehicle access. The 3.5 foot shoulders of the pipestem drive, nor the drive aisle, shall not be obstructed by fences or other improvements so as to reduce the total width of access to less than 20 feet.

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EXHIBIT C

BRAMBLETON ACTIVE ADULT ZMAP 2005-0020

EXISTING ZONING MODIFICATIONS TO REMAIN

The Applicant intends to retain the ability to utilize the following zoning modifications previously approved for the Property with ZMAP 2005-0020.

1. Section 4-1307(C)(2) Single Family Attached Dwellings. Each lot shall provide the following

yards: (2) Single Family Attached Dwellings. (a) Front. 20 feet minimum from centerline of travelway that does not include parking and 25 feet minimum from centerline of travelways that do include parking.

2. Section 4-1307(C)(3) Multi-Family Dwellings. Each multi-family structure shall provide the

following yards: (a) 50 feet from edge of adjoining residential, commercial, institutional, or industrial district.

3. Section 4-1307(C)(5). Adjacent to Agricultural and Residential Districts and Land Bays

Allowing Residential Uses. No building, outdoor storage, areas for collection of refuse, or loading area shall be permitted closer than 50 feet to any agricultural district, any existing or planned residential district, or land bay allowing residential uses. No parking shall be permitted closer than 30 feet to any such area. This modification applies on the west side of Land Bay C, adjacent to Brambleton Section 27.

4. Section 4-1308(A)(2). The maximum lot coverage for multi-family buildings on the Property

shall be 40%.

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EXHIBIT D

CONCEPT DEVELOPMENT PLAN

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EXHIBIT E

ALTERNATE LAYOUT FOR LAND BAY E

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EXHIBIT F

BRAMBLETON ACTIVE ADULT COMMUNITY

DESIGN GUIDELINES

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EXHIBIT G

BRAMBLETON CONSTRUCTION LIMIT

LOUDOUN COUNTY PARKWAY

PARAGRAPH PAGE PROFFER BRIEF DESCRIPTIONPROFFER

CATEGORY

PROFFER

STATUS

I. 1 CONFORMANCE CONF REG

II.A.1. 2 UNIT MAX = 1502 (UP TO 149 SFD, 507 SFA, 846 MF) OPUSE REG

II.A.1. 2 ADU UNITS ‐ 82 BASED ON 12.5 PERCENT OF SFA AND SFD ADU REG

II.A.2‐4 2 AGE RESTRICTED COMMUNITY ‐ GUEST AND OWNER LIMITATIONS OPUSE REG

II.A.5‐7 3 LAND BAY 3 OPEN SPACE, DESIGN STANDARDS FOR MF AND GARAGE SPACES ARCH REG

II.B.1. 3 COMMERCIAL USE ‐152,000 SF PD‐CC‐CC OPUSE REG

II.B.2. 4 PRIOR TO 1000TH RES ZP ‐ 50,000 TOTAL SF COMMERCIAL IN LANDBAY E OPUSE REG

II.B.2. 4 PRIOR TO 500TH RES ZP ‐ 20,000 SF IN LANDBAY E REQUIRED OPUSE REG

II.C. 4 TOTAL APPROVED RECORDED LOTS AND STPL SF ON EACH STPL/SBRD SUBMISSION OPUSE PARTL

III.A.1‐2 4 20,000 SF MINIMUM RECREATION CENTER PRIOR TO 300TH RES UNIT COMFAC PEND

III.A.3. 4 RECREATION CENTER ‐ MARKETING AND SALES FOR AAAR ALLOWED COMFAC PARTL

III.A.4. 5 5000 SF CLUBHOUSE ‐ PRIOR TO EITHER 300 OR 400 ZP COMFAC PEND

III.A.5 5 COMMUNITY SPACE WITHIN MULTI FAMILY BUILDINGS IN LANDBAY B COMFAC PEND

III.B.2. 5 COMMUNITY GREEN IN LANDBAY C PRIOR TO 300TH ZP IN LB A AND C COMFAC PEND

III.B.2. 5 LANDBAY B ‐ 2 MULTI PURPOSE COURTS PRIOR TO 400TH ZP IN LANDBAY B COMFAC PEND

III.B.2. 5 LANDBAY C ‐ 2 MULTI PURPOSE COURTS PRIOR TO 300TH ZP IN LANDBAY A AND COMFAC PEND

III.B.3. 6 LANDBAY A ‐ LAWN AREA 1000 SF MINIMUM WITH BENCHES COMFAC PEND

III.B.4. 6 LANDBAY D ‐ NATURE GARDEN PRIOR TO 500TH RES ZP COMFAC PEND

III.B.5. 6 LANDBAY D ‐ 2 ACRE COMMUNITY GARDEN PRIOR TO 500TH RES ZP COMFAC PEND

III.B.6 6 LANDBAY A AND C ‐ TOT LOT PRIOR TO 300TH ZP IN LANDBAY A AND C COMFAC PARTL

III.C.1 6 CONSTRUCT 10' TRAILS IN LAND BAYS A, B, & C IN PHASES PER CDP TRAIL PARTL

III.C.2. 7 SIDEWALKS ‐ 5' CONSTRUCTED IN PHASES TRAIL PEND

III.C.2. 7 SIDEWALKS (5') IN PUBLIC ACCESS EASEMENT TRAIL PARTL

III.C.3. 7 EXERCISE STATIONS IN LANDBAYS A, B AND C INSTALL WITH TRAILS COMFAC PARTL

III.C.4. 7 TRAILS THROUGH COMMUNITY GREEN IN LANDBAY C PRIOR TO 300TH ZP COMFAC PEND

III.C.5. 7 TRAILS WITHIN LANDBAY D PRIOR TO 500TH ZP TRAIL PEND

III.C.5. 7 TRAILS WITHIN LANDBAY D ‐ 10 FEET WIDE IN 14 FOOT PAE TRAIL PEND

III.C.6. 7 TRAILS ADJACENT TO LOUDOUN COUNTY PKWY AND SHREVEPORT DR TRAIL PEND

III.C.6. 7 TRAILS ADJACENT TO LOUDOUN COUNTY PKWY AND SHREVEPORT TRAIL PARTL

III.C.7. 8 BROAD RUN TRAIL ‐ BY APPLICANT OR OTHERS TRAIL PEND

III.C.7. 8 BROAD RUN TRAIL IN LANDBAY B AND D TRAIL PEND

III.C.8. 8 SIDEWALK ON CREIGHTON RD PRIOR TO 50TH ZP IN LANDBAY A TRAIL PEND


CATEGORY

PROFFER

STATUS

III.C.8. 8 SIDEWALK ON CREIGHTON RD TRAIL PEND

III.C.9. 8 PEDESTRIAN FACILITY MAINTENANCE AGREEMENTS PRIOR TO VDOT ACCEPTANCE TRAIL PEND

IV.A‐B 8 ESTABLISHMENT OF A HOME OWNERS ASSOCATION HOMOWN FULF

IV.C. 9 ESTABLISH PROPERTY MANAGEMENT ASSOCIATION COMMERCIAL OWNERS ASSOC HOMOWN PEND

IV.D. 9 COMMUNITY DESIGN STANDARDS TO COUNTY PLANNING AND ZONING 30 DAYS AFTER ARCH PEND

IX. 24 FIRE CONTRIBUTION ‐ RESIDENTIAL FIRE PARTL

IX. 24 RESCUE CONTRIBUTION ‐ NON‐RESIDENTIAL RESCUE PARTL

IX. 24 RESCUE CONTRIBUTION ‐ RESIDENTIAL RESCUE PARTL

IX. 24 FIRE CONTRIBUTION ‐ NON‐RESIDENTIAL FIRE PARTL

V.A. 10 DEDICATE ROW ‐ EXTENSION OF LOUDOUN COUNTY PKWY AND SHREVEPORT DR RODROW PARTL

V.B.1.A. 10 CPAP FOR NBOUND LEFT TURN LN ‐ LOUDOUN COUNTY PKWY ONTO SHREVEPORT ROAD PEND

V.B.1.B. 10 LOUDOUN COUNTY PARKWAY FROM CREIGHTON RD TO SHREVEPORT ROAD PARTL

V.B.2. 10 LOUDOUN COUNTY PKWY FROM SHREVEPORT TO VDOT 606 OLD OX ROAD PARTL

V.B.3. 11 SOUTHERN BRIDGE STRUCTURE AGREEMENTS AND CAPITAL FACILITIES CASHINLIEU ROAD PEND

V.C. 14 SHREVEPORT DR FROM WESTER PROPERTY BOUNDARY TO 607 LOUDOUN CO PKWY ROAD FULF

V.D.1. 14 PASSENGER VAN ACQUIRED PRIOR TO ISSUANCE OF 101ST OCCPRM COMUTR FULF

V.D.2. 14 BUS SHELTER IN LANDBAY C PRIOR TO 100TH RES ZP IN LANDBAY C COMUTR FULF

V.D.2. 14 BUS SHELTER IN LANDBAY B PRIOR TO 100TH RES ZP IN LANDBAY B COMUTR FULF

V.D.2. 14 BUS SHELTER IN LANDBAY A PRIOR TO 40TH RES ZP IN LANDBAY A COMUTR FULF

V.D.3. 15 BUS SERVICE COMUTR PEND

V.E.1.A 15 SUBMIT WARRANT STUDY FOR SIGNAL AT LOUDOUN COUNTY PKWY/SHREVEPORT SIGNAL FULF

V.E.1.B 15 DESIGN AND INSTALL SIGNAL AT LOUDOUN COUNTY PKWY/SHREVEPORT DR SIGNAL PARTL

V.E.1.C. 15 CASH IN LIEU OF SIGNAL AT LOUDOUN COUNTY PKWY (607) AND SHREVEPORT DR SIGNAL ALTER

V.E.2.A. 15 WARRANT STUDY FOR LOUDOUN COUNTY PKWY AND ACCESS TO LANDBAY B AND C SIGNAL PEND

V.E.2.A. 15 WARRANT STUDY FOR ENTRANCE TO LANDBAY E FROM SHREVEPORT DR SIGNAL PEND

V.E.2.B. 16 SUBMIT DESIGN TO VDOT‐SIGNAL AT LOUDOUN CO PKWY AND LANDBAY B AND C SIGNAL PEND

V.E.2.B. 16 SUBMIT DESIGN TO VDOT‐SIGNAL AT SHREVEPORT AND LANDBAY E SIGNAL PEND

V.E.2.C. 16 SECOND WARRANT STUDY AT LOUDOUN COUNTY PKWY (607) AND LANDBAY B&C SIGNAL PEND

V.E.2.C. 16 INSTALL SIGNAL AT LOUDOUN COUNTY PKWY (607) AND LANDBAYS B AND C SIGNAL ALTER

V.E.2.C. 16 SECOND WARRANT STUDY AT SHREVEPORT AND ENTRANCE TO LANDBAY E SIGNAL PEND

V.E.2.C. 16 INSTALL SIGNAL AT SHREVEPORT DR AND ENTRANCE TO LANDBAY E SIGNAL ALTER

V.E.2.D. 16 CASH IN LIEU OF SIGNAL‐LOUDOUN COUNTY PKWY (607) AND LANDBAY B AND C SIGNAL ALTER


CATEGORY

PROFFER

STATUS

V.E.2.D. 16 CASH IN LIEU OF SIGNAL‐SHREVEPORT DR AND LANDBAY E SIGNAL ALTER

V.E.2.E. 16 APPLICANT NOT RESPONSIBLE FOR SIGNALS IF NOT WARRANTED W/I 4 YEARS 2ND SIGNAL REG

V.E.3.A. 16 BELMONT RIDGE RD (659) AND SHREVEPORT WITHIN 9 MONTHS OF VDOT APPROVAL SIGNAL FULF

V.E.3.B. 16 CASH IN LIEU OF SIGNAL AT BELMONT RIDGE (659) AND SHREVEPORT‐750TH ZP SIGNAL NLA

V.F. 16 PEDESTRIAN UNDERPASS CROSSING ‐ LOUDOUN COUNTY PKWY TRAIL ALTER

V.F. 17 CASH IN LIEU OF PEDESTRIAN UNDERPASS ‐ LOUDOUN COUNTY PKWY TRAIL ALTER

V.G. 18 ABANDONMENT OF CREIGHTON ROAD PRIOR TO FIRST SBRD OR STPL IN LB A OR B ROAD FULF

V.H.1. 18 PROPOSED ARCOLA BLVD ‐ 4 LANE DIVIDED WITHIN 12 MONTHS AFTER 606 PROJ ROAD ALTER

V.H.2. 18 CASH IN LIEU OF ARCOLA BLVD ‐ 4 LAND DIVIDED ROAD ALTER

V.I. 18 CONSTRUCT ‐ OPEN TO TRAFFIC PRIOR TO APPROVAL AS SPECIFIED ROAD REG

VI.A.. 18 TREE CONSERVATION AND TREE PROTECTION TREESV PARTL

VI.A.6. 19 HOA DOC ‐ INCLUSION TO PROHIBIT REMOVAL OF TREES IN CONSERVATION AREA HOMOWN FULF

VI.B. 19 BMP ‐ STORMWATER FACILITY STRMWT PEND

VI.C. 20 REFORESTATION IN OPEN AREAS AND RIPARIAN PLANTING PLAN FLDPLN PARTL

VI.D. 21 LIGHTING LIGHT REG

VII.A.&C.1 21 $7,006.22/DU CAPITAL FACILITIES, REGIONAL ROAD AND MASS TRANSIT CAPFAC PARTL

VII.B&C.2 21 CASH‐IN‐LIEU PAYMENT FOR ZMAP‐2004‐0024 OF $386,309 FOR CONSTRUCTION ROAD FULF



VIII.A 22 NOISE IMPACT STUDY, PREPARATION, MITIGATION NOISE PEND

VIII.B. 23 AIRPORT NOISE IMPACT STUDY NOISE PEND

X. 24 OPEN SPACE PRESERVATION ‐ PER UNIT CONTRIBUTION ‐ $46.00 OPNSPC PARTL

XI. 25 UNMET HOUSING NEEDS CONTRIBUTION HSWKFR PARTL

XII. 25 UNIVERSAL DESIGN ELEMENTS OPTION TO PURCHASERS ARCH PEND

XIII. 26 AVIGATION EASEMENTS MISC FULF

XIV. 26 WATER AND SEWER UTILTS PARTL

XV.A. 26 LAKE FOR FISHING ‐ LANDBAY A STRMWT PARTL

XV.B. 27 REC USE OF SWM STOCK LAKE WITH FISH PRIOR TO MAY 1 FOR 3 YEARS STRMWT FULF

XV.C‐F 26 MONITORING FISH LEVELS AND ONGOING MONITORING STRMWT PEND

XVI 27 RECEPTACLES FOR RECYCLABLE MATERIALS RECYLC PEND

County of Loudoun

Department of Transportation and Capital Infrastructure

MEMORANDUM

DATE: February 15, 2019 TO: Richard W. Hancock, AICP, Project Manager Department of Planning and Zoning

THROUGH: Lou Mosurak, AICP, Senior Coordinator DTCI, Transportation Planning & Operations Division FROM: Mark Phillips, PE, Transportation Planner DTCI, Transportation Planning & Operations Division SUBJECT: ZCPA 2018-0008 – Birchwood at Brambleton Second Referral Background This referral updates the status of comments noted in the first Department of Transportation and Capital Infrastructure (DTCI) referral, dated November 13, 2018, on this Zoning Concept Plan Amendment (ZCPA) application. This ZCPA proposes to amend the proffers approved with ZMAP 2013-0002 and ZCPA 2013-0001. The subject property is located East and West of Loudoun County Parkway (VA Route 607) and North and South of Shreveport Drive and South of Creighton Road (VA Route 774) in the Suburban Policy Area (Dulles Community). No changes to site access from Loudoun County Parkway or Shreveport Drive are proposed with this application. This update is based on DTCI review of material received from the Department of Planning and Zoning on January 17, 2019, including (1) an Information Sheet, dated January 16, 2019; (2) a (revised) Statement of Justification prepared by the Applicant, dated January 10, 2019; (3) a Draft Proffer Statement prepared by the Applicant, dated January 12, 2019, and; (4) a revised Concept Development Plan prepared by Urban Ltd., dated August 14, 2018 and revised through January 4, 2019. Executive Summary DTCI can support approval of this application as proposed with this submission. Status of Transportation Comments and Recommendations Staff comments from the first DTCI referral November 13, 2018 as well as the Applicant’s responses to these comments (January 10, 2019) are provided below. Based upon review of the Applicant’s revised submission materials, DTCI has provided updated statuses for its first referral comments.

ZCPA 2018-0008 – Birchwood at Brambleton DTCI Second Referral Comments


Traffic Study

1. Initial Staff Comment (November 13, 2018): DTCI has reviewed the Applicant’s Traffic Statement and finds it to be an acceptable evaluation of this development as proposed.

Applicant’s Response (January 10, 2019): Comment appreciated. Comment Status: No further comment.

Proffers 2. Initial Staff Comment (November 13, 2018): DTCI notes the Applicant’s proposed

changes regarding the timing of delivery and other relatively minor changes to Commercial Development, Community Centers, Open Space and Recreation Amenities, Sidewalks and Trails, and Bus Service and Bus Shelters are not anticipated to have impact on the transportation network. There are no proposed changes in site access to/from the public road network as compared to approved conditions for the property.


3. Initial Staff Comment (November 13, 2018): DTCI has no objection to the Applicant’s proposed change to the timing of construction and opening to traffic of the proffered Arcola Boulevard (West Spine Road) Improvements (segment shown on Attachment 2 in the first DTCI referral) as the connecting segment of Arcola Boulevard to the west is not yet in place and is not anticipated to be in place prior to the Applicant’s proposed completion date of its proffered improvements by December 31, 2019.


County of Loudoun

Department of Transportation and Capital Infrastructure

MEMORANDUM

DATE: November 13, 2018 TO: Richard W. Hancock, AICP, Project Manager Department of Planning and Zoning

THROUGH: Lou Mosurak, AICP, Senior Coordinator DTCI, Transportation Planning & Operations Division FROM: Mark Phillips, PE, Transportation Planner DTCI, Transportation Planning & Operations Division SUBJECT: ZCPA 2018-0008 – Birchwood at Brambleton First Referral Background This Zoning Concept Plan Amendment (ZCPA) application proposes to amend the proffers approved with ZMAP 2013-0002 and ZCPA 2013-0001. The subject property is located East and West of Loudoun County Parkway (VA Route 607) and North and South of Shreveport Drive and South of Creighton Road (VA Route 774) and is within the Suburban Policy Area (Dulles Community). The subject property is also subject to the regulations and policies of the Airport Impact District. No changes to site access from Loudoun County Parkway and Shreveport Drive are proposed from approved conditions per ZMAP 2013-0002 and ZCPA 2013-0001. A vicinity map is provided as Attachment 1. Department of Transportation and Capital Infrastructure (DTCI) review of these applications is based on materials received from the Department of Planning and Zoning on September 25, 2018, including (1) an Information Sheet, dated September 24, 2018; (2) a Statement of Justification prepared by the Applicant, dated September 10, 2018; (3) a draft Proffer Statement prepared by the Applicant, dated September 12, 2018; (4) a Traffic Statement prepared by Wells + Associates, dated August 23, 2018; and (5) a Concept Development Plan prepared by Urban, dated August 14, 2018. Executive Summary DTCI can support approval of this application as proposed with this submission. Countywide Transportation Plan Arterial and Collector Roadways The existing and planned transportation network is subject to the policies of the Countywide Transportation Plan (2010 CTP) and the Bicycle & Pedestrian Mobility Master Plan (2003 Bike & Ped Plan). Arterial and collector roadways in the vicinity of the proposed development are described below.

ZCPA 2018-0008 – Birchwood at Brambleton DTCI First Referral Comments


Loudoun County Parkway – VA Route 607 Creighton Road to Old Ox Road Existing Condition Ultimate Condition

Functional Classification (CTP) Minor Arterial Principal Arterial

Section/Lanes 4 Lanes (U4M) 6 Lanes (U6M)

Bicycle and Pedestrian Facilities

10’ Shared Use Path on both sides of the roadway


Speed Limit 45 mph 45 mph

VDOT Traffic Counts N/A –

Ultimate Improvements Widen the roadway to 6 lanes median divided

Notes Refer to VDOT Road Design Manual for median crossover spacing requirements. Left- and right-turn lanes required at all intersections. 50 mph design speed.

Shreveport Drive – VA Route 621 Relocated Belmont Ridge Road to Loudoun County Parkway Existing Condition Ultimate Condition

Functional Classification (CTP) Major Collector Major Collector

Section/Lanes 4 Lanes (U4M) 6 Lanes (U6M)

Bicycle and Pedestrian Facilities



Speed Limit 35 mph 35 mph

VDOT Traffic Counts N/A –

Notes Refer to VDOT Road Design Manual for median crossover spacing requirements. Left- and right-turn lanes required at all intersections.

Summary of Traffic Statement DTCI’s assessment of the Applicant’s traffic analysis and transportation impacts deriving from the proposed development is based on review the Applicant’s submission materials, existing and planned transportation facilities, and applicable County policies. There is no existing (occupied) development on the site as of the date of the Applicant’s Traffic Statement. Currently, per ZMAP 2013-0002 and ZCPA 2013-0001, the site is permitted for development of up to 149 single family homes and 1,353 townhomes. The site is also permitted for 120,000 S.F. of retail and 32,000 S.F. of office uses. Based upon the existing development on the site, approved development potential, and this proposal, the development would impact existing and potential site trip generation as follows:

ZCPA 2018-0008 – Birchwood at Brambleton DTCI First Referral Comments


Sources: DTCI Staff and Birchwood at Brambleton TIS, Wells + Associates, August 23, 2018, Page 6. *For complete breakdown of trip generation, please consult the Applicant’s TIS. Based on the forecasted minimal impact to trip generation, no site-generated issues were identified in the Traffic Statement. Transportation Comments and Recommendations Based upon review of the Applicant’s submission materials, DTCI has the following comments:

Traffic Statement 1. DTCI has reviewed the Applicant’s Traffic Statement and finds it to be an acceptable

evaluation of this development as proposed.

Proffers 2. DTCI notes the Applicant’s proposed changes regarding the timing of delivery and other

relatively minor changes to Commercial Development, Community Centers, Open Space and Recreation Amenities, Sidewalks and Trails, and Bus Service and Bus Shelters are not anticipated to have impact on the transportation network. There are no proposed changes in site access to/from the public road network as compared to approved conditions for the property.

3. DTCI has no objection to the Applicant’s proposed change to the timing of construction and opening to traffic of the proffered Arcola Boulevard (West Spine Road) Improvements (segment shown on Attachment 2) as the connecting segment of Arcola Boulevard to the west is not yet in place and is not anticipated to be in place prior to the Applicant’s proposed completion date of its proffered improvements by December 31, 2019.

ATTACHMENTS 1. Vicinity Map 2. Arcola Boulevard Exhibit

Table 1: Existing and Approved Trip Generation Comparisons for Birchwood at Brambleton

Development Program AM Peak Trips

PM Peak Trips Weekday Total Trips

Total Existing Trips 0 0 0 Total Proposed Trips With This/These Application 468 992 11,213

Difference (Proposed minus Existing) 468 992 11,213

Total Approved Trips per ZMAP 2013-0002 & ZCPA 2013-0001 468 992 11,213

Total Proposed Trips With This Application 468 992 11,213

Difference (Proposed minus Approved) 0 0 0

cc: Lou Mosurak, Senior Coordinator, DTCI

ZCPA 2018-0008


ATTACHMENT 1

ATTACHMENT 2

DEPARTMENT OF BUILDING AND DEVELOPMENT

COUNTY OF LOUDOUN

MEMORANDUM DATE: February 21, 2019 TO: Richard Hancock, Project Manager FROM: Anna Dougherty, Natural Resources Engineer THROUGH: Ryan Reed, Natural Resources Team Leader CC: Marie Genovese, Community Planner, Department of Planning and Zoning Kate McConnell, Zoning Planner, Department of Planning and Zoning Joseph Carter, Proffer Manager, Department of Planning and Zoning Maggie Auer, Floodplain Administrator SUBJECT: ZCPA-2018-0008 Birchwood at Brambleton (2nd Submission) The Natural Resources Team (NRT) reviewed the Zoning Concept Plan Amendment, received on January 16, 2019, on the cover sheet, and offers the following comments: Recommendations: Natural Resources: 1) Within Proffer VIII.A staff recommends that the words “construction plans” be

retained into the proffer language so that the wording states “Concurrently with the submission of the first site plan application or construction plans…”

Floodplain Management:

2) Please confirm that the Major Floodplain limits depicted within Landbay B are

consistent with the floodplain per FPAL-2008-0011. County Urban Forester Comments: There are no County Urban Forester comments at this time. Please contact me if you have any questions or need additional information.

DEPARTMENT OF BUILDING AND DEVELOPMENT

COUNTY OF LOUDOUN

MEMORANDUM


TO: Richard Hancock, Project Manager

FROM: Anna Dougherty, Natural Resources Engineer

THROUGH: Ryan Reed, Natural Resources Team Leader

CC: Marie Genovese, Community Planner

Kate McConnell, Zoning Planner

Maggie Auer, Floodplain Administrator

SUBJECT: ZCPA-2018-0008 Birchwood at Brambleton

The Natural Resources Team (NRT) reviewed the Zoning Concept Plan Amendment,

received on September 24, 2018, on the cover sheet, and offers the following comments:

Recommendations:

Natural Resources:

1) Please confirm that the major floodplain limits depicted within Landbay D are

consistent with the floodplain depicted on recently approved site plans (SPAM-2017-

0091 approved on October 31, 2018) and per FPAL-2008-0011. Staff notes that since

the 50-foot River and Stream Corridor Resource (RSCR) management buffer is offset

from the floodplain, the floodplain depicted on Sheets 13 of the CDP should be the

accurate one so that staff is able to determine if the proposed greenhouse located in

Landbay D is located within the 50-foot management buffer. Currently, per Sheet 13

of the CDP, the greenhouse is located within the buffer.

a) In conjunction with the above comment, if the proposed greenhouse is located

within the 50-foot management buffer, staff recommends that the location of the

greenhouse be moved so it is outside the 50-foot management buffer area.

County Urban Forester Comments:

There are no County Urban Forester comments at this time.

ZCPA-2018-0008

11/07/2018

Page 2

Floodplain Team Comments:

At this time, there are no additional floodplain comments from the one listed above

under Natural Resources.

Please contact me if you have any questions or need additional information.

COUNTY OF LOUDOUN PARKS, RECREATION AND COMMUNITY SERVICES

REFERRAL MEMORANDUM

To: Richard Hancock, Project Manager, Planning Department (MSC #62)

From: Mark A. Novak, Chief Park Planner, Facilities Planning and Development (MSC

#78)

CC: Steve Torpy, Director

Karen Sheets, Deputy Director

Jeremy Payne, Deputy Director

Kristen Blaylock-Reed, Chairman, PROS Board, Dulles District

Jim Bonfils, Vice Chairman, PROS Board, Broad Run District

Stephen H. Schultz, PROS Board, Catoctin District

Kenya Savage, PROS Board, Chair At-Large

Karla Etten, Open Space Member At-Large

Kelly Foltman, Open Space Member At-Large

Date: November 8, 2018

Subject: Birchwood at Brambleton - ZCPA 2018-0008

Election District: Blue Ridge Sub Planning Area: Dulles

MCPI # 161-39-7058

BACKGROUND/COMMENTS:

The Applicant is requesting to amend proffers approved with ZMAP-2013-0002 and ZCPA-

2013-0001. The Department of Parks Recreation and Community Services (PRCS) has reviewed

the requested amendments associated with the Broad Run Trail (proffer II.C.6.a, b) and has no

objections.

If you have any questions or concerns regarding these comments, please do not hesitate to

contact me at 703-737-8992 or [email protected].


Loudoun County Fire and Rescue

PO Box 7100 801 Sycolin Road SE, Suite 200

Leesburg, VA 20177-7100 Phone 703-777-0333 Fax 703-771-5359

Teamwork * Integrity * Professionalism * Service

Memorandum To: From: Date: Subject:

Richard W. Hancock, Project Manager Maria Figueroa Taylor, Fire-Rescue Planner November 8, 2018 Birchwood at Brambleton ZCPA 2018-0008

Thank you for the opportunity to review the above captioned application.

The Fire-Rescue GIS and Mapping coordinator offered the following information regarding estimated response times:

PIN Arcola, Station 9

Travel Time

160-29-0732 3 minutes

Travel times are determined using ESRI GIS network analyst along the county’s street centerline with distance and speed limit being the criteria. Travel time is reported in minutes and seconds. For the approximate response time two minutes is added for turnout time.

Approximate Response Time for Arcola, Station 9

5 minutes

Since the submitted plans do not provide sufficient detail, the Fire and Rescue Planning Staff respectfully requests that the Applicant demonstrates adequate access and circulation of emergency vehicles to all areas of the proposed development, including all sides of buildings and any parking structures. Staff understands that this concern may be best addressed at the time of site plan. The site plan submission should include an auto turn analysis.

If you have any questions or need additional information, please contact me at 703-777-0333.

c: project file

Loudoun County, Virginia

Department of Fire and Rescue

Fire Marshal’s Office

23675 Belmont Ridge Road, Suite 150

Ashburn Virginia 20148

Phone 703-737-8600 Fax 703-737-8595

Teamwork * Integrity * Professionalism * Service

Memorandum


TO: Richard W. Hancock, AICP, Project Manager, Engineering Division

FROM: Kevin Federline, Inspector

THRU: Linda Hale, Chief Fire Marshal

SUBJECT: ZCPA-2018-0008 Birchwood at Brambleton, First Submission

The Loudoun County Fire Marshal’s Office has no objections to the zoning concept plan

amendments for the project. The Loudoun County Fire Marshal’s Office reserves the right to

ensure Fire Code compliance when more detailed information is made available. For example

but not limited to the FMO will be looking for more information on the following: approved

fire apparatus access roads located within an emergency access easement, fire lane

identification for fire apparatus access roads, hydrant location, fire department connections

(FDC’s) for sprinklered buildings to be within 100 feet of serving hydrant, 300 foot hose lay

measured "as the hose lies" between and around obstructions from the hydrant around the

building, water supply to premises capable of providing the required fire flow for fire

protection, dead–end fire apparatus access roads in excess of 150 feet with an approved fire

apparatus turn around, fire apparatus access roads to within 150 feet of the exterior of

buildings first floor, turning radii/turning analysis using AASHTO - SU-40 on fire apparatus

access roads, and immediate unobstructed access to fire department connections.

Approval of a fire lane permit with an approved fire service plan, by the Fire Marshal’s

Office, will be necessary for the fire lane installation and the fire lane improvements must be

inspected and approved prior to the occupancy permit.

If there are any changes to the plans include the Fire Marshal’s Office in review to ensure fire

code compliance.

I. Requirements: From 2015 Loudoun County Facilities Standards Manual (FSM)

and 2012 Loudoun County Fire Prevention Code (LCFPC) Web address for the

International Code Council Virginia 2012 Statewide Fire Prevention Code -

https://codes.iccsafe.org/public/document/toc/595/

1. None.

II. Concern:

1. None.

III. Recommendations: 1. The Loudoun County Fire Marshal’s Office stands by our objection to any

exception that will allow non-sprinklered combustible buildings and building

features to be built with reduced separations of less than 20 feet between

buildings.

2. On sheet 16 under zoning requirements for single family detached and single

family attached homes, the minimum yards separation is reduced to 8 feet

between buildings. This separation is well below the fire code standards and

the current endorsed separation distance from the Fire Marshal’s Office. The

intent of greater separations distance is to provide fire suppression access on all

sides of structures/arrangements and reduce the likelihood of the spread of fire

to adjacent properties. This is why the Fire Marshal’s Office is opposed to any

exception that allow non-sprinklered combustible buildings and building

features to be built with reduced separations of less than 20 feet between

habitable structures.

IV. Questions:

1. None.

Information for requesting a modifications to the LCFPC:

1. 106.5 Modifications. The fire official may grant modifications to any provision of the SFPC

upon application by the owner or the owner’s agent provided the spirit and intent of the

SFPC are observed and public health, welfare, and safety are assured. Note: The current

editions of many nationally recognized model codes and standards are referenced by the

SFPC. Future amendments to such codes and standards do not automatically become part of

the SFPC; however, the fire official should consider such amendments in deciding whether a

modification request should be granted.

2. 106.5.1 Supporting data. The fire official shall require that sufficient technical data be

submitted to substantiate the proposed use of any alternative. If it is determined that the

evidence presented is satisfactory proof of performance for the use intended, the fire official

shall approve the use of such alternative subject to the requirements of this code. The fire

official may require and consider a statement from a professional engineer, architect or other

competent person as to the equivalency of the proposed modification.

Pursuant to section 112.1 of the Fire Prevention Code:

If you have concerns about the application of the Fire Prevention Code (FPC) or to request a

modification to the provisions of the FPC pursuant to section 106.5, please contact Chief Fire

Marshal Linda Hale at 703/737-8600. The owner of a structure, the owner’s agent or any

other person involved in the design, construction or maintenance of the structure may appeal

a decision of the fire official concerning the application of FPC or the fire official’s refusal to

grant modification. Persons wishing to file an appeal shall submit a written request for appeal

to the Board of Building Code Appeals (BBCA), within 14 calendar days of receipt of the

decision being appealed. Person’s wishing to file an appeal shall address it to Deputy Fire

Marshal at [email protected], or send by certified mail to the Loudoun Fire Marshal’s

Office at the above address. The appeal shall contain the name and address of the owner of

the structure and the person appealing if not the owner. A copy of the written decision of the

fire official shall be submitted along with the appeal. Failure to submit an appeal within the

time limit established shall constitute acceptance of the fire official’s decision.


LOUDOUN COUNTY PUBLIC SCHOOLS DIVISION OF PLANNING SERVICES

21000 Education Court

Ashburn, Virginia 20148 Telephone: 571-252-1050

Facsimile: 571-252-1101

Email: [email protected]

October 24, 2018

Mr. Richard W. Hancock

County of Loudoun

Department of Planning

1 Harrison Street, SE (Mail Stop 62)

Leesburg, Virginia 20175

RE: ZCPA 2018-0008

Birchwood at Brambleton

Dear Mr. Hancock:

School Board staff has reviewed the Birchwood at Brambleton zoning concept plan amendment

application. The proposed plan amendment only requests amendment of proffers approved for the

Birchwood at Brambleton active adult community applications ZMPA 2013-0002 & ZCPA 2013-0001.

Since the proposed amendment does not impact schools, staff offers no comments.

Should you require further information, please contact me at your earliest convenience.

Sincerely,

Beverly I. Tate, Director

c: Eric Williams, Superintendent

Kevin Lewis, Assistant Superintendent

Election District: Blue Ridge

October 11, 2018 Mr. Richard Hancock Department of Building and Development 1 Harrison Street, S.E. P. O. Box 7000 Leesburg, Virginia 20177-7000 Re: ZCPA-2018-0008; Birchwood at Brambleton Dear Mr. Hancock: Loudoun Water has reviewed the referenced referral application and offers no objection to its approval. Service would be contingent upon the developer's compliance with the Authority's Statement of Policy; Rates, Rules and Regulations; and Design Standards. Should you have any questions, please do not hesitate to contact me. Sincerely,

Julie Atwell Engineering Administrative Specialist

DEPARTMENT OF TRANSPORTATION

4975 Alliance Drive Fairfax, Virginia 22030

Stephen C. Brich, P.E.

Commissioner

October 23, 2018

Richard W. Hancock, AICP, Project Manager

County of Loudoun


1 Harrison Street, S.E.

P.O. Box 7000

Leesburg, Virginia 20177-7000

Re: Birchwood at Brambleton

Loudoun County Application Number ZCPA 2018-0008

Dear Mr. Hancock:

We have reviewed the referenced application and we have no objection to approval of the

Zoning Concept Plan Amendment.

If you have any questions, please call me at (703) 259-2492.

Sincerely,

Thomas B Walker Thomas B. Walker

Land Use Engineer

1

Hancock, Richard

From: Rutyna, Mark <[email protected]>Sent: Friday, November 09, 2018 2:31 PMTo: Hancock, RichardCc: Wollard, Gregg; Cooper, MichaelSubject: [EXTERNAL] ZCPA‐2018‐0008 ‐ BIRCHWOOD AT BRAMBLETONAttachments: Brambleton Active Adult MWAA to LC staff_FINAL.pdf

Rick, Thank you for the opportunity to comment on BIRCHWOOLD AT BRAMBLETON, located at the approximate intersection of Loudoun County Parkway and Shreveport Drive, and the request to review changes to applicant proffers. The Airports Authority does not object to the proposed revised proffers. The Airports Authority refers the County to a previous Airports Authority letter regarding residential development for BRAMBLETON ACTIVE ADULT PH1 PARCEL A and the aircraft noise impact information contained therein. For your convenience, a copy of that letter is attached. If you have any questions, please let me know. Thank you. Mark Rutyna, CAPM, C.M. Airport Planner

1 Aviation Circle, MA-32D Washington, DC 20001-6000 T: 703-572-0262 F: 703-572-0299 [email protected] mwaa.com

September 12, 2019

Richard W. Hancock County of Loudoun Department of Planning & Zoning 1 Harrison Street, SE, 3rd Floor Leesburg, Virginia 20175

Re: Response to Second Comments on Birchwood at Brambleton ZCPA-2018-0008

Dear Rick:

This letter responds to the second round referral comments that have been generated by the County’s review of the above-referenced application. The comments are included below in italics with our response immediately following.

I. Loudoun County Department of Planning and Zoning

A. General Comments

Comment 1 New Comment. Statement of Justification, Page 1, I. Introduction. The third paragraph of the introduction of the SOJ indicates the number of parcels subject to the application is over 150. The January 11, 2019 Memorandum included with the second submission indicates the number of parcels subject to the application now exceeds 500. Please update the SOJ to reflect a more accurate number of parcels subject to the application.

Response: Comment acknowledged. Please see the revised Statement of Justification, which includes a current list of parcels in its Exhibit A.

Comment 2 Additional Comment. Please include the information provided in the response in the SOJ under Proffer III.A.2.

Response: The Applicant is no longer proposing an amendment of Proffer III.A.2.

B. Conformance with PD-CC(CC) District (Section 4-200)

Comment 3 New Comment. It appears that gas pumps accessory to a convenience food store or an automobile service station is depicted in the southwest corner of the PD-CC(CC) Zoning District. Both gas pumps accessory to a convenience food store and an automobile service station require special exception approval (see Sections 4-204(B)(2) and 4-204(B)(4)). Please include a SPEX request for gas pumps accessory to a convenience food store or an automobile service station, or remove the gas canopy footprint from the plan set.

Response: The Applicant is no longer seeking to amend the layout of Landbay E.

Attachment 6

Richard W. Hancock September 12, 2019 Page Two

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Cooley LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 20190-5656 t: (703) 456-8000 f: (703) 456-8100 cooley.com

Comment 4 New Comment. Section 4-206(F). Please demonstrate conformance with Pedestrian Access standards of Section 4-206(F)(1) and 4-206(F)(2)(b) on Sheet 17. In addition to the overall pedestrian network proposal, Staff offers the following for consideration: 1) Evaluate the relevance of the short section of sidewalk depicted in the northern portion of Landbay E; 2) Provide a sidewalk along the eastern side of the main access route from the north; 3) Provide a pedestrian connection linking the southern portion of Landbay C to the central east/west axis of Landbay E and extend this connection to Loudoun County Parkway. Response: The Applicant is no longer seeking to amend the layout of Landbay E. Comment 5 Additional Comment. Please also revise the commitment for buffering and screening of parking associated with modification 22 to apply to the northern boundary of Landbay E on Sheet 16A and in the ZMOD attachment of the proffer statement. The ZMOD request has been assigned the application number ZMOD-2018-0040. Please add this number to the application materials. Response: The Applicant is no longer seeking to amend the layout of Landbay E.

C. Plat Comments

Comment 6 Additional Comment. Not addressed. Please revise General Note 15 as requested. The Dulles International Airport is not “zoned exempt”. It is zoned R-2. Response: The zoning reference for the airport has been revised to be R-2. Comment 7 Additional Comment. Considering this property continues to develop, please ensure each submission accurately reflects the subdivided parcels and property owners. This is particularly crucial as the application goes to public hearing. Response: Comment acknowledged. Please see the revised Statement of Justification, which includes a current list of parcels in its Exhibit A. Comment 8 New Comment. Sheet 5. Please revise Sheet 5 as follows:

a. Add lot lines in the vicinity of PIN #161-39-7058 so that the note “Portion of PIN #161- 39-7058 Creighton Road LLC Not Included” relates to something; and

b. Correct the zoning district for southern portion of PIN #161-39-7058 and consolidate information

with the portion of PIN #161-39-7058 to the north. Response: The Application is no longer proposing revisions to the approved CDP. Comment 9 New Comment. Sheet 7. Please correct the symbology for the southern portion of Land Bay D to correspond to the legend. Response: The Application is no longer proposing revisions to the approved CDP.

Comment 10 New Comment. Sheet 11. Please revise Sheet 11 as follows:

Richard W. Hancock September 12, 2019 Page Three

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a. Ensure the note “Not Included in Application” south of Landbay B and east of Loudoun County Parkway relates to something; and

b. Correct the symbology for the southern portion of Land Bay D to correspond to the legend.

Response: The Application is no longer proposing revisions to the approved CDP. Comment 11 Additional Comment. Please revise Note 7 on Sheets 12 and 13 to state, “Land Bay E will be developed in conformance with the “Brambleton Active Adult Community Design Guidelines” included as Attachment F to the Proffer Statement. Building envelopes, parking spaces, loading space, drive aisles, and pedestrian connections are subject to change. Any changes shall be in substantial conformance with this sheet. Modifications will apply as depicted.” Response: As noted above, the Applicant is no longer proposing an amendment to the layout of development in Landbay E. As such, the suggested note revision is no longer appropriate. Comment 12 New Comment. Sheets 12, 13, and 16. Staff reviewed the revised site design for Landbay E and has the following comments on the modifications:

a. Although not previously depicted, please show the location where modification 2A will apply (along the western edge of Landbay E) and include 2A in the legend;

b. Delete modification 21 and replace it with 21A and 21B along the western edge of Landbay E and

include 21A and 21B in the legend;

c. Revise modification 1B to 2B near the parking area adjacent to the western edge of Landbay E and add 2B to the legend. Also, delete the reference to the western edge of Landbay E in modification 1B on Sheet 16A, as Section 4-205(C)(1)(b) does not apply to the western edge of the PD-AAAR district;

d. Staff questions why modification 22 was added along the western edge of Landbay E, as there is

no parking proposed in this area;

e. Staff questions whether the modification to reduce the landscaped open space to 0.15 times the buildable area of the lot is still necessary considering the site redesign with a central open space; and

f. See also the Landbay E markup (attached) showing the referenced revisions:

Response: The Applicant is no longer proposing amendments to the layout of development in Landbay E. As such, the suggested revisions are no longer applicable. Comment 13 New Comment. Sheet 15. Staff questions whether building footprints should be depicted in the multifamily building portion/southwest quadrant of Landbay B. If so, please provide. Please also depict the trail along the east side of Loudoun County Parkway, along the southwest and northwest edges of Landbay B, and around the perimeter of Landbay B consistent with the approved CDP. Response: The Application is no longer proposing revisions to the approved CDP.

Richard W. Hancock September 12, 2019 Page Four

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Comment 14 New Comment. Sheet 17. Staff has the following comments on the Open Space and Pedestrian Circulation plan:

a. Revise the line type along the western side of Landbay E to correspond to the sidewalk line type, rather than the pervious trail line type, in the legend;

b. Depict the trail along the east side of Loudoun County Parkway, along the southwest and northwest

edges of Landbay B, and around the perimeter of Landbay B consistent with the approved CDP;

c. Depict additional pedestrian network connections internal to Landbay E similar to the approved CDP and to demonstrate conformance with the Pedestrian Access standards of Section 4-206(F) of the Zoning Ordinance. See Comment 4 above for additional discussion;

d. Add a line type to the Legend for the pedestrian network along the north side of Shreveport Drive,

both sides of Loudoun County Parkway, through the central green in Landbay C, and around the pond in Landbay A;

e. Depict open space consistent with the approved CDP. Areas along Loudoun County Parkway

previously depicted as open space are missing. In addition, it appears areas west of the stormwater management pond in Landbay B are now depicted as open space. Buildings were located in this area on the approved CDP; and

f. Show building footprints in the southwest quadrant of Landbay B consistent with the previously

approved CDP. Response: The Applicant is no longer proposing amendments to the layout of development in Landbay E. As such, the suggested revisions are no longer applicable.

D. Proffers

Comment 15 Additional Comment. Staff recommends including a minimum size for the pavilion in the proffer. Response: The Applicant is no longer seeking to amend the approved Proffer III.B.5. Comment 16 New Comment. Proffer III.B.7. Please state that the exercise stations will be provided in Land Bay B in this proffer. Response: The Applicant is no longer seeking to amend the approved Proffer III.C.3. Comment 17 New Comment. Based on the Applicant’s response letter and County records, it appears the three bus shelters required by Proffer V.D.2. have been constructed. If so, please note that this proffer has been fulfilled. Response: As discussed above, the Applicant is now only amending one of the Proffers approved with ZMAP-2013-0002. As such, the draft proffers no longer include Proffer V.D.2. Comment 18 New Comment. Proffer VII.C. and VII.C.1. Staff defers to the Proffer Management Team regarding the reference to ZMAP-2013-0002 and ZCPA-2013-0001 and whether these application numbers should be updated to ZCPA-2018-0008 in this proffer.

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Response: As noted above, the scope of the application has been revised since the Applicant’s last review of the application materials. In light of revisions made to the application boundary, Staff’s comment is no longer applicable. Comment 19 New Comment. Proffer VII.B. and VII.C.2-4. Based on County records, it is Staff’s understanding that these proffers have been fulfilled. Staff defers to the Proffer Management Team for confirmation. Response: As discussed above, the Applicant is now only amending one of the Proffers approved with ZMAP-2013-0002. As such, the draft proffers no longer include Proffer VII.B. and VII.C.2-4. Comment 20 New Comment. Proffer VIII.A. Staff recommends retaining “construction plans” as a trigger to provide a noise study. Portions of this development may be approved with a CPAP and may not require a site plan.

Response: As discussed above, the Applicant is now only amending one of the Proffers approved with ZMAP-2013-0002. As such, Staff’s comment is no longer applicable.

II. Loudoun Department of Building and Development Comment 1 The Department of Building and Development has no further comments. Response: Acknowledged and appreciated.

III. Loudoun Department of Planning and Zoning – Community Planning Comment 1 Community Planning Staff recommends extending the timing of services and amenities to a later zoning permit than initially proffered, rather than occupancy permit. Response: The Applicant is only seeking one proffer amendment. That proffer was approved using zoning permits as the trigger. Comment 2 Community Planning Staff recommends updating the proffers linking the development of commercial uses to the 750th and 1,000th the zoning permit consistent with the response to Staff’s comments. Response: With this submission, we have revised these proffers to require the first 20,000 square feet of commercial development prior to the approval of the 1,000th residential zoning permit and the additional 30,000 square feet of commercial development prior to the approval of the 1,250th residential zoning permit. Comment 3 Community Planning Staff recommends updating the proffers linking the development of the clubhouse to a specific number of residential zoning permits within Land Bay B rather than single-family units only. Response: As discussed above, the Applicant is now only amending one of the Proffers approved with ZMAP-2013-0002. As such, Staff’s comment is no longer applicable.

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Comment 4 Amenities were planned throughout the development so that all residents were proximate to a variety of uses. Community Planning Staff does not recommend relocating all the multi-purpose courts and all the exercise stations to one land bay. Spreading these uses throughout the community ensures that all residents have a variety of choices nearby within a safe and easy walking distance. Response: As discussed above, the Applicant is now only amending one of the Proffers approved with ZMAP-2013-0002. As such, Staff’s comment is no longer applicable. Comment 5 Community Planning Staff recommends revising the proffers to remove the date certain trigger for the construction of the bus shelters. Since the bus shelters have already been constructed there should be no need to amend the previously approved proffers. Response: As discussed above, the Applicant is now only amending one of the Proffers approved with ZMAP-2013-0002. As such, Staff’s comment is no longer applicable. However, the Applicant can confirm that each of the bus shelters proffered with ZMAP-2013-0002 has been implemented. Comment 6 Community Planning Staff recommends retaining the original language for the highway noise proffer calling for noise impact studies at the time of construction plan or site plan. Response: As discussed above, the Applicant is now only amending one of the Proffers approved with ZMAP-2013-0002. As such, Staff’s comment is no longer applicable. Comment 7 Community Planning Staff cannot support the amendments to the proffers and CDP as currently proposed. The proffers should be amended to tie the provision of amenities and services to a specific number of zoning permits to ensure the burden of the delivery of the amenities and services is not placed on the homebuyer. Community Planning Staff does not support the change to the proffers relocating the multi-purpose courts and the exercise stations. The development was approved ensuring that all residents were located within a short distance to a variety of amenities as well as provided safe and convenient access to these amenities. Response: As discussed above, the Applicant has revised the application to limit its scope to Proffer II.B.2 approved with ZMAP-2013-0002.

IV. Loudoun County Department of Transportation and Capital Infrastructure Traffic Study Comment 1 No further comment. Response: Acknowledged and appreciated. Proffers Comment 2 No further comment. Response: Acknowledged and appreciated. Comment 3 No further comment. Response: Acknowledged and appreciated.

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V. Loudoun County Department of Building and Development

Natural Resources Comment 1 Within Proffer VIII.A staff recommends that the words “construction plans” be retained into the proffer language so that the wording states “Concurrently with the submission of the first site plan application or construction plans…” Response: Proffer VIII.A is no longer included in the scope of this application. However, we can confirm that Proffer VIII.A has already been fulfilled by the Applicant. Floodplain Management Comment 2 Please confirm that the Major Floodplain limits depicted within Landbay B are consistent with the floodplain per FPAL-2008-0011. Response: As discussed above, the Applicant has reduced the scope of the Application, which no longer includes Landbay B. County Urban Forester Comments There are no County Urban Forester comments at this time.

VI. Loudoun County Department of Fire and Rescue Comment 1 The Loudoun County Fire Marshal’s Office objects to any exception that will allow non-sprinklered combustible buildings and building features to be built with reduced separations of less than 20 feet between buildings. Please increase separation between structures to at least 20 feet. Response: The Application is no longer proposing an amendment to the layout of development currently approved with ZMAP-2013-0002. We trust that the above responses have appropriately addressed Staff’s comments. Should you require any additional information, please do not hesitate to contact me. Sincerely, Ben I. Wales Enc.

CooleyMolly M. Novotny+~ 703 456 [email protected]

April 9, 2019

Richard W. HancockCounty of LoudounDepartment of Planning &Zoning1 Harrison Street, SE, 3~d FloorLeesburg, Virginia 20175

Re: Response to Second Comments on Birchwood at Brambleton ZCPA-2018-0008

Dear Rick:

This letter responds to the second round comments on the above-referenced application. The commentsare included below in italics with our response immediately following.

Loudoun County Department of Planning and Zoning —Kate McConnell (February 14, 2019)

A. General Comments

Comment 7 New Comment. Statement of Justification, Page 1, 1. Introduction. The third paragraph ofthe introduction of the SOJ indicates the number of parcels subject to the application is over 150. TheJanuary 11, 2019 Memorandum included with the second submission indicates the number of parcelssubject to the application now exceeds 500. Please update the SOJ to reflect a more accurate number ofparcels subject to the application.

Response: We have updated the SOJ to reference the higher number of parcels to reflect the recentsubdivisions.

Comment 2 Additional Comment. Please include the information provided in the response in the SOJunder Proffer III.A.2.

Response: The trigger for the clubhouse, tot lot and courts, all at 750 zoning permits, are reflected thesame in Proffer II I.A.2 and the SOJ.

B. Conformance with PD-CCICC) District (Section 4-200)

Comment 3 New Comment. !t appears that gas pumps accessory to a convenience food store or anautomobile service station is depicted in the southwest corner of the PD-CC(CC) Zoning District. Both gaspumps accessory to a convenience food store and an automobile service station require special exceptionapproval (see Sections 4-204(8)(2) and 4-204(8)(4)). Please include a SPEX request for gas pumpsaccessory to a convenience food store or an automobile service station, or remove the gas canopy footprintfrom the plan set.

Response: With this submission, we have updated the layout in Land Bay E such that there are no specialexception uses. The Applicant is showing buildings and the locations of the needed modifications. TheApplicant has provided a note on Sheets 12 and 13 and a proffer that allows for flexibility in the ultimate

Cooley LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 20190-5656

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layout of Land Bay E. Should the layout change, prior to site plan approval, provided no additionalmodifications are needed beyond those listed as part of this application, the Applicant reserves the right todevelop an alternate layout. The modifications granted with this application may be applied to additionalareas or elements within Land Bay E, without the need for a ZCPA. However, should a modification thatwas not granted with this Application be necessary, the Applicant would need additional approval, be it fromstaff or the Board of Supervisors. This has been memorialized with the note on Sheets 12 and 13 and inProffer 11.6.1.

Comment 4 New Comment. Section 4-206(F). Please demonstrate conformance with PedestrianAccess standards of Section 4-206(F)(1) and 4-206(F)(2J(b) on Sheet 17. In addition to the overallpedestrian network proposal, Staff offers the following for consideration: 1) Evaluate the relevance of theshort section of sidewalk depicted in the northern portion of Landbay E; 2) Provide a sidewalk along theeastern side of the main access route from the north; 3) Provide a pedestrian connection linking thesouthern portion of Landbay C to the central east/west axis of Landbay E and extend this connection toLoudoun County Parkway.

Response: Additional pedestrian connections have been added throughout Landbay E and to connectLandbay E with Landbay C. Please see Sheet 17. Furthermore, buildings will have pedestrian zones andsidewalks to facilitate easy foot traffic throughout Landbay E.

Comment 5 Additional Comment. P/ease also revise the commitment for buffering and screening ofparking associated with modification 22 to apply to the northern boundary of Landbay E on Sheet 16A andin the ZMOD attachment of the proffer statement.

The ZMOD request has been assigned the application number ZMOD-2018-0040. Please add this numberto the application materials.

Response: With the current layout shown in Landbay E, modification 22 is no longer contemplated alongthe northern boundary and so is not reflected on the plan set. That said, should that modification be neededto accommodate an alternate layout, it would be permissible, per the added note on Sheets 12 and 13 andProffer I I.B.1.

C. Plat Comments

Comment 6 Additional Comment. Not addressed. Please revise General Note 15 as requested. TheDulles International Airport is not "zoned exempt". It is zoned R-2.

Response: The zoning reference for the airport has been revised to be R-2.

Comment 7 Additional Comment. Considering this property continues to develop, please ensure eachsubmission accurately reflects the subdivided parcels and property owners. This is particularly crucial asthe application goes to public hearing.

Response: Comment acknowledged.

Comment 8 New Comment. Sheet 5. Please revise Sheet 5 as follows:

a. Add lot lines in the vicinity of PIN #167-39-7058 so that the note "Portion of PIN #761- 39-7058Creighton Road LLC Not Included" relates to something; and


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b. Correct the zoning district for southern portion of PIN #161-39-7058 and consolidate informationwith the portion of PIN #761-39-7058 to the north.

Response: Additional lot line information has been added to clarify the location where the note applies.The zoning district has been corrected on the southern portion of the referenced parcel.

Comment 9 New Comment. Sheet 7. Please correct the symbology for the southern portion of LandBay D to correspond to the legend.

Response: The southern portion of Landbay D is now hatched to indicate it is included in this ZCPAapplication.

Comment 70 New Comment. Sheet 7 7. Please revise Sheet 71 as follows:

a. Ensure the note "Not Included in Application" south of Landbay 8 and east of Loudoun CountyParkway relates to something; and

b. Correct the symbology for the southern portion of Land Bay D to correspond to the legend.

Response: Leader lines have been added to clarify where the notes apply. Additionally, the southernportion of Landbay D is now hatched to indicate it is included in this ZCPA application.

Comment 11 Additional Comment. Please revise Note 7 on Shaets 12 and 13 to state, "Land Bay Ewill be developed in conformance with the "Brambleton Active Adult Community Design Guidelines"included as Attachment F to the Proffer Statement. Building envelopes, parking spaces, loading space,drive aisles, and pedestrian connections are subject to change. Any changes shall be in substantialconformance with this sheet. Modifications will apply as depicted."

Response: Note 7 has been updated to reference the design guidelines and provide flexibility for alternatedesigns, provided any alternate layout meets the Zoning Ordinance standards, unless modified by ZMOD-2018-0040..

Comment 12 New Comment. Sheets 12, 13, and 16. Staff reviewed the revised site design for LandbayE and has the following comments on the modifications:

a. Although not previously depicted, please show the location where modification 2A will apply (alongthe western edge of Landbay E) and include 2A in the legend;

b. Delete modification 27 and replace it with 21A and 21 B along the western edge of Landbay E andinclude 21A and 218 in the legend;

c. Revise modification 78 to 28 near the parking area adjacent to the western edge of Landbay E andadd 28 to the legend. Also, delete the reference to the western edge of Landbay E in modification18 on Sheet 96A, as Section 4-205(C)(1)(b) does not apply to the western edge of the PD-AAARdistrict;

d. Staff questions why modification 22 was added along the western edge of Landbay E, as there isno parking proposed in this area;


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e. Staff questions whether the modification to reduce the landscaped open space to 0.15 times thebuildable area of the lot is still necessary considering the site redesign with a central open space;and

f. See also the Landbay E markup (attached) showing the referenced revisions:

Response:a) Modifications are now identified in the locations they will apply.b) Modification 21 is now separated into 21A and 21 B with each being depicted within Land Bay

E in the area it would apply.c) The changes have been made as requested.d) There are a few head-in parking spaces along the western edge of Land Bay E where this

modification is sought. The Applicant maintains the label of 22 in this location.e) The Applicant has retained the modification to reduce the landscaped open space by 0.05

percent to 0.15 percent of the buildable area of Landbay E to ensure there is adequate roomfor the desired pedestrian connections and ease of traffic circulation throughout.

f) The Applicant has provided a new layout for the commercial uses within Landbay E.

Comment 13 New Commenf. Sheet 15. Staff questions whether building footprints should be depictedin the multifamily building portion/southwest quadrant of Landbay B. If so, please provide. Please alsodepict the trail along the east side of Loudoun County Parkway, along the southwest and northwest edgesof Landbay 8, and around the perimeter of Landbay 8 consistent wifh the approved GDP.

Response: These building footprints were inadvertently left off the previous submissions and have beenadded back to Landbay B and depicted in black, as they remain in the same locations and of the same sizeas when they were originally approved. The trails along the east side of Loudoun County Parkway andalong the perimeter of Landbay B are now depicted on Sheet 15 of the GDP.

Comment 74 New Comment. Sheet 17. Staff has the following comments on the Open Space andPedestrian Circulation plan:

a. Revise the line type along the western side of Landbay E fo correspond to the sidewalk line type,rather than the pervious trail line type, in the legend;

b. Depict the trail along the east side of Loudoun County Parkway, along the southwest and northwestedges of Landbay 8, and around the perimeter of Landbay 8 consistent with the approved GDP;

c. Depict additional pedestrian network connections internal to Landbay E similar to the approvedCDP and fo demonstrate conformance with the Pedestrian Access standards of Section 4-206(F)of the Zoning Ordinance. See Comment 4 above for additional discussion;

d. Add a line type to the Legend for the pedestrian network along the north side of Shreveport Drive,both sides of Loudoun County Parkway, through the central green in Landbay C, and around thepond in Landbay A;

e. Depict open space consistent with the approved GDP. Areas along Loudoun County Parkwaypreviously depicted as open space are missing. In addition, it appears areas west of the stormwatermanagement pond in Landbay 8 are now depicted as open space. Buildings were located in thisarea on the approved GDP; and


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f. Show building footprints in the southwest quadrant of Landbay e consistent with the previouslyapproved CDP.

Response: All of these changes have been made as requested.

D. Proffers

Comment 15 Additional Comment. Staff recommends including a minimum size for the pavilion in theproffer.

Response: In the original Brambleton proffers, the option was to provide either a greenhouse or a pavilion,not both. Because the Applicant has purchased the greenhouse, we committed to the provision of agreenhouse in the January submission. That said, to retain ultimate flexibility, and respond to staff's desirefor both to be listed, the Applicant has reverted back to the original language, which identifies a cumulative800 square feet for any pavilionlgreenhouse(s).

Commenf 16 New Comment. Proffer 111.8.7. Please state that fhe exercise stations will be provided inLand Bay 8 in this proffer.

Response: Landbay B is now referenced in this proffer as the location of the exercise stations.

Comment 17 New Comment. Based on the Applicant's response letter and County records, it appearsthe three bus shelters required by Proffer V.D.2. have been constructed. If so, please note that this profferhas been fulfilled.

Response: The bus shelter proffer is now noted as fulfilled.

Comment 18 New Comment. Proffer VII. C. and VII. C. 1. Staff defers to the Proffer Management Teamregarding the reference to ZMAP-2013-0002 and ZCPA-2013-0001 and whether these application numbersshould be updated to ZCPA-2018-0008 in this proffer.

Response: The Applicant has revised Proffer VII.0 and VII.C.1 to replace the 2013 applications with ZCPA-2018-0008

Comment 79 New Comment. Proffer VII. B. and VII. C.2-4. Based on County records, it is Staff'sunderstanding that these proffers have been fulfilled. Staff defers to fhe Proffer Management Team forconfirmation.

Response: The financial payments have been made and Proffers VII.C.2-4 are now noted as fulfilled.Proffer VII.B is noted as no longer applicable, since the Applicant constructed the road instead of makingthe payment, which was an option.

Comment 20 New Comment. Proffer VIII.A. Statfrecommends retaining "construction plans"as a triggerto provide a noise study. Portions of this development maybe approved with a CPAP and may not requirea site plan.

Response: This proffer was completed with the submission of the noise analysis from Hush Acoustics, LLCdated January 4, 2017, and revised through August 6, 2017. It is available on LOLA. The proffer is nownoted as fulfilled.


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II. Loudoun Department of Building and Development —Ronald Dunbar (February 15, 2019)

Comment 1 The Department of Building and Development has no further comments.

Response: Acknowledged and appreciated.

III. Loudoun Department of Planning and Zoning —Community Planning —Marie Genovese(February 14, 2019)

Comment 1 Community Planning Staff recommends extending the timing of services and amenities toa later zoning permit than initially proffered, rather than occupancy permit.

Response: We have revised the trigger by which amenities need to be provided such that all recreationalamenities will be installed and open for use no later than the approval of the 750t" zoning permit at theproperty.

Commenf 2 Community Planning Staff recommends updating tMe proffers linking the development ofcommercial uses to the 750th and 1,000th the zoning permit consistent with the response to Staff'scomments.

Response: With this submission, we have revised these proffers to require the first 20,000 square feet ofcommercial development prior to the approval of the 1,000~h residential zoning permit and the additional30,000 square feet of commercial development prior to the approval of the 1,250~h residential zoning permit.

Comment 3 Community Planning Staff recommends updating the proffers linking the development ofthe clubhouse to a specific number of residential zoning permits within Land Bay 8 rather than single-familyunits only.

Response: Because the multifamily units within Landbay B all have access to community space within theirspecific buildings, the Applicant found it appropriate to link the clubhouse to the single-family units, whichdo not have similar common space. That said, with this submission, the Applicant has revised the triggersuch that the clubhouse in Land Bay B will be open prior to the approval of the 350t" residential zoningpermit in Land Bay B, independent of the unit.

Comment 4 Amenities were planned throughout the development so that all residents were proximateto a variety of uses. Community Planning Staff does not recommend relocating all the multi-purpose courtsand all the exercise stations to one land bay. Spreading these uses throughout the community ensures thatall residents have a variety of choices nearby within a safe and easy walking distance.

Response: The Applicant understands staff's desire to have these exercise stations dispersed throughoutthe community, but history has proven that they are not well utilized when located individually. Thelikelihood of the equipment being used individually dips even more because of the nature of Birchwoodbeing an age-restricted community. Residents living within age-restricted communities like to exercisetogether as it supports their desire for community; therefore, the Applicant wants to group the equipmenttogether so it can be used for communal classes. Additionally, grouping the equipment together heightensthe sense of safety and security as those exercising are more likely to see others doing the same when theequipment is clustered.


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Comment 5 Community Planning Staff recommends revising the proffers to remove the date certaintrigger for the construction of the bus shelters. Since the bus shelters have already been constructed thereshould be no need to amend the previously approved proffers.

Response: The Applicant has reverted back to the original proffer language and added a note that theseshelters are installed.

Comment 6 Community Planning Staff recommends retaining the original language for the highwaynoise proffer calling for noise impact studies at the time of construction plan or site plan.

Response: The Applicant has reverted back to the original proffer language and noted that the proffer isfulfilled. The noise analysis from Hush Acoustics, LLC dated January 4, 2017, and revised through August6, 2017, can be found on LOLA.

Comment 7 Community Planning Staff cannot support the amendments to the proffers and CDP ascurrently proposed. The proffers should be amended to tie the provision of amenities and services to aspecific number of zoning permits to ensure the burden of the delivery of the amenities and services is notplaced on the homebuyer. Community Planning Staff does not support the change to the proffers relocatingthe multi-purpose courts and the exercise stations. The development was approved ensuring that allresidents were located within a short distance to a variety of amenities as well as provided safe andconvenient access to these amenities.

Response: The Applicant has further revised the trigger for the provision of recreational amenities, revertingback to a trigger of zoning permit, not occupancy permit. In regards to where the recreation courts andexercise equipment are placed, the Applicant has spent much time studying the options and continues tobelieve grouping the exercise stations in Land Bay B and the courts in Land Bay C will encourage the mostcommunal use of the facilities. Three pedestrian crosswalks across Loudoun County Parkway wil l facilitatepedestrian connection among the uses.

IV. Loudoun County Department of Transportation and Capital Infrastructure —Mark Phillips(February 15, 20191

Traffic Study

Comment 7 No further comment.


Proffers





V. Loudoun County Department of Building and Development —Anna Dougherty (February 21,2019


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Natural Resources

Comment 7 Within Proffer VIII.A staff recommends that the words "construction plans" be retained intothe proffer language so that the wording states "Concurrently with the submission of the first site planapplication or construction plans..."

Response: This proffer has been fulfilled, so we reverted back to the original language and noted theproffer as fulfilled.

Floodplain Management

Comment 2 Please confirm that the Major Floodplain limits depicted within Landbay B are consistentwith the floodplain per FPAL-2008-0011.

Response: The major floodplain limits within Landbay B are correct.

County Urban Forester Comments

There are no County Urban Forester comments at this time.

VI. Loudoun County Department of Fire and Rescue —Christopher Richardson (February 14,2019

Commenf 1 The Loudoun County Fire Marshal's Office objects to any exception that will allow non-sprinklered combustible buildings and building features to be built with reduced separations of less than 20feet between buildings. Please increase separation between structures to at least 20 feet.

Response: Please note that several of the buildings shown on this application have been previouslyreviewed and approved and in some cases have been constructed, per approved site plans. There aresome areas within Land Bay B and E that stil l need site plans prepared and submitted for County and FireMarshal review and approval. It is expected that this 20-foot separation issue will be addressed at thattime, when more detailed architectural and final design information is available.

This completes our formal responses to all comments received to date. As always, should you have anyquestions or need additional information from us, please do not hesitate to ask.

Sincerely,

1Molly M. Novot


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January 10, 2019

Richard W. Hancock County of Loudoun Department of Planning & Zoning 1 Harrison Street, SE, 3rd Floor Leesburg, Virginia 20175

Re: Response to First Comments on Birchwood at Brambleton ZCPA-2018-0008

Dear Rick:

This letter responds to the first round comments on the above-referenced application. The comments are included below in italics with our response immediately following.

I. Loudoun County Department of Planning and Zoning – Kate McConnell (November 8, 2018)

A. General Comments

Comment 1 Statement of Justification, Page 1, Introduction. In the first paragraph of the Introduction, please add “Brambleton Active Adult” after ZMAP-2013-0002 and ZCPA-2013-0001. Response: This change has been made as requested. Comment 2 Statement of Justification, Page 3, Proffer III.A.2. Please explain what amenities will be available to the residents of the approved MF buildings (STPL-2016-0045) in Land Bay B until the proposed clubhouse is provided. Response: Each of the multifamily buildings shown on the above-referenced site plan will have a common room available to the residents. This lounge will be ornamented with seating areas, a game table and amenities to encourage gathering and community among neighbors. In addition, the extensive network of community gardens in Land Bay C will be complete, providing that outdoor amenity to all the residents of the multifamily buildings.

B. Conformance with PD-CC(CC) District (Section 4-200)

Comment 3 It appears a building with a drive through facility is depicted along the eastern edge of the PD-CC(CC) Zoning District. A bank or financial institution with a drive through is permitted by right in accordance with Section 5-659 (see Section 4-203(A)(2) and 4-204(1)). A restaurant with drive through facilities requires special exception approval (see Section 4-204(B)(9)). Please identify the use as a bank or financial institution, include a SPEX request for a restaurant with drive through facilities, or remove the depiction of a drive through from the plan set in the proposal. Response: This drive through has been removed from the plans. The request had been removed with the last submission, but the visual had not been deleted from the plans. This oversight has been corrected.

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Comment 4 Section 4-207(C). Based on the revised design within the PD-CC(CC) Zoning District, Staff questions whether the commercial and service uses and structures will be oriented toward Loudoun County Parkway and Shreveport Drive and away from adjacent existing and planned minor streets in residential neighborhoods and from existing and planned adjacent residential neighborhoods not separated from the district by streets. Should the new design not meet this Zoning Ordinance requirement, then please include a request to revise the current modification of this standard (see Modification 22) in the resubmission. Please also evaluate whether the current modification is still necessary considering the new design for the PD-CC(CC) district. Response: Modification 22 has been revised with this submission as the current layout necessitates parking areas adjacent to the northern and western boundaries of Land Bay E. This revision has been made to the CDP and the ZMOD statement.

C. Zoning Map Amendment Matters for Consideration (Section 6-1210(E))

Comment 5 Section 6-1210(E)(1) Appropriateness of the proposed uses based on the Comprehensive Plan, trends in growth and development, the current and future requirements of the community as to land for various purposes as determined by population and economic studies and other studies and the encouragement of the most appropriate use of land throughout the locality. Zoning Staff defers to the Community Planning Division of the Department of Planning and Zoning (Community Planning) regarding consistency with the Comprehensive Plan. Response: Comment acknowledged. Comment 6 Section 6-1210(E)(2) The existing character and use of the subject property and suitability for various uses, compatibility with uses permitted and existing on other property in the immediate vicinity, and conservation of land values. Staff defers to Community Planning regarding whether the proposal is compatible with existing and permitted uses on property in the immediate vicinity and the conservation of land values. Response: Comment acknowledged. Comment 7 Section 6-1210(E)(3) Adequacy of sewer and water, transportation, and other infrastructure to serve the uses that would be permitted on the property if it were reclassified to a different zoning district. Staff defers to Loudoun Water regarding the adequacy of sewer and water and the Department of Transportation and Capital Infrastructure (DTCI) regarding the adequacy of transportation infrastructure to serve the uses that would be permitted on the property if the rezoning request is approved. Response: Comment acknowledged. Comment 8 Section 6-1210(E)(4) The requirements for airports, housing, schools, parks, playgrounds, recreational areas and other public services. The Applicant has committed to capital facilities contributions and the provision of on-site amenities, as well as a contribution to County’s emergency services in the previous approval. Nonetheless, Staff defers to Community Planning regarding the proposed timing change for the provision of on-site amenities that are to serve the project’s residents. Response: Comment acknowledged. Comment 9 Section 6-1210(E)(5) Potential impacts on the environment or natural features including but not limited to wildlife habitat, wetlands, vegetation, water quality (including groundwater), topographic

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features, air quality, scenic, archaeological, and historic features, and agricultural and forestal lands and any proposed mitigation of those impacts. For applications for rezoning or amend to a zoning map not subject to the provisions of Virginia Code Section 15.2-2303.4, any proposed mitigation of those potential impacts. The Applicant made commitments related to environmental resources with the previous approval and has retained these commitments. Response: Comment acknowledged. Comment 10 Section 6-1210(E)(6) The protection of life and property from impounding structure failures. This criteria is not applicable. Response: Comment acknowledged.

D. Plat Comments

Comment 11 Sheet 1, General Note 2. Please revise ZMAP-2013-002 to ZMAP-2013-0002. Response: This change has been made as requested. Comment 12 Sheet 1, General Note 1. The Dulles International Airport is not “zoned exempt.” It is zoned R-2. Please revise the note. Response: This change has been made as requested. Comment 13 Sheet 1, General Note 31. It is unnecessary to state checklist items have been waived, particularly in this case wherein the Applicant is revising and superseding the previously approved the CDP. Please delete Note 31. Response: Note 31 has been deleted as requested. Comment 14 Sheet 2. Please update adjacent property owner information as follows:

a. Include Dulles International Airport (PIN 067-37-9924) as an adjacent property owner; b. Depict PIN 123-16-8115 and include as an adjacent property owner; c. Depict PIN 124-47-4741 and include as an adjacent property owner; and d. Depict the southern portion of PIN 161-39-7058 correctly, as it no longer extends south of West

Spine Road. Response: These changes have been made as requested. Comment 15 Sheets 2 and 3. Additional portions of Land Bay C have been subdivided since submission of the application. Please update the plan set accordingly. Response: The plan now reflects all parcels and property owners as of December 31, 2018. Comment 16 Sheets 4-7, 10, and 11. Please revise the sheets as follows:

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a. Remove PINs that are no longer applicable; b. Update legend symbology and text to reflect the current zoning similar to Sheets 2 and 3; and c. Remove the note indicating the sheet is unchanged and included for informational purposes.

Response: These changes have been made as requested. Comment 17 Sheets 8, 9, and 16. Please revise the note in the box to state, “This sheet is unchanged from ZMAP-2013-0012 and ZCPA-2013-0001.” This application will supersede the previous approval, so the sheets are not “informational.” Response: These notes have been updated to state that unless something is noted in red, the sheet is unchanged from the 2013 application. Comment 18 Sheets 12 and 13. Please revise Sheets 12 and 13 as follows:

a. Move the information about PIN 160-29-3979, which is not subject to the application, from Land

Bay A; b. Remove or label the rectangle generally around the PD-CC(CC) Zoning District; c. Remove or label the rectangle in the vicinity of the recreation facility approved with STPL-2016-

0053; d. Staff questions whether the encroachment into the 50’ Management Buffer in the area of the

recreation facility in Land Bay B will still occur since playing courts are no longer proposed in this area. Please revise as necessary;

e. Staff questions whether the modification (Modification 18) to permit garages along Loudoun County

Parkway in Land Bay B is still necessary since STPL-2016-0045 does not depict the garages proposed with the previously approved ZCPA. If the modification is no longer necessary, please remove the information related to the modification;

f. Remove the “1B” label from the northern portion of the PD-CC(CC) Zoning District as parking is no

longer proposed along the road to the north; g. Move the “1B” label along the eastern portion of the PD-CC(CC) Zoning District to be adjacent to

the area where parking is proposed adjacent to Loudoun County Parkway (to the south); h. Move the “1B” label along the southern portion of the PD-CC(CC) Zoning District to be legible and

where parking is proposed adjacent to Shreveport Drive; and i. Identify what the numbers 1, 2, and 3 refer to in the PD-CC(CC) Zoning District or remove.

Response: The Applicant has updated the plan to address comments a, b, c, g, h and i. Per ‘d’ above, although the fields have been moved, the Applicant still anticipates the recreation center and some exercise stations will encroach into the 50-foot management buffer. Per (f) above, there is parking proposed along the road to the north, so we have not deleted the 1B label from that area. The modification for the garages

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fronting Loudoun County Parkway is needed for units not reflected on STPL-2016-0045, per comment ‘e’ above. Comment 19 Sheet 12 and 16A. Conditions for modifications to both Section 4-205(C)(2) (see Modification 2) and Section 5-1414(B) state, “no…loading spaces shall be established to serve the commercial buildings on the western boundary of Land Bay E, adjacent to residential uses. It appears a loading space is depicted in the southwestern portion of the PD-CC(CC) Zoning District adjacent to the PD-AAAR Zoning District. Please locate this loading space in an area that is not adjacent to the residential district in accordance with the modification conditions. Response: This loading space has been relocated. Loading will be handled from the front of the buildings and away from the western boundary line of Land Bay E Please see Sheets 12 and 16A. Comment 20 Sheet 12. A new note, Note 7, has been added which states the building envelopes, parking and loading spaces, drive aisles, and pedestrian connections are subject to change and that Land Bay E will be developed in conformance with the design guidelines. The Applicant has incorporated a number of Zoning Ordinance Modifications in the design of the PD-CC(CC) Zoning District. The ZMOD criteria for consideration Section 6-1217(A)(4) requires that materials demonstrating how the ZMODs will be used in the design of the project be provided. Moreover, Sheet 12 is a proffered sheet. Therefore, the Applicant cannot reserve the ability to change the design of the district as depicted on the CDP. Please remove the note. Response: Because the sight has not undergone final engineering, Note 7 on Sheet 12 is important as it allows elements such as buildings or parking spaces to shift slightly to accommodate that final engineering. That said, we have slightly revised that note to clarify that future changes would remain in substantial conformance with Sheet 12 and consistent with the Design Guidelines. Comment 21 Sheets 13, 15, 17. The “Pavilion Community Gardens” recreation area general location has been shifted south and into the 50’ Management Buffer. Please relocate this area designation to the previously approved location outside of the management buffer. Response: The community gardens and trails are reflected on approved SPAM-2017-0091. The trails are under construction. We have updated the proffer to provide for the inclusion of a pavilion within the garden area. The CDP also notes the pavilion will be a feature. The only element, as shown on SPAM-2017-0091, within the 50-foot buffer are the trails. Comment 22 Sheet 16. Staff notes for future reference that the Zoning Ordinance does not exclude the major floodplain from density calculations in the PD-AAAR and PD-CC Zoning Districts. The Density Tabulations on Sheet 16 exclude the major floodplain. As previously approved, the density calculations conform to the Zoning Ordinance requirements since including the floodplain would decrease the proposed density; therefore, Staff recommends retaining the tabulation as previously approved. Response: Acknowledged. The density computations remain unchanged, per staff’s recommendations. Comment 23 Sheet 16. Please update Sheet 16 as follows:

a. Update Recreational Amenities provided in Land Bays A, B, and C based on the revised draft

proffer statement; and

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b. Ensure building, driveway, and street footprints continue to be depicted in the Private Street modification diagram.

Response: These updates have been made as requested.

E. Proffers

Comment 24 In general, Staff recommends revising the timing for the provision of commercial development and amenities to a later residential zoning permit or using issuance of occupancy permit as the proffer trigger. Using a date certain does not ensure that the existing residents will be served by community amenities and/or the commercial center. Staff recommends coordinating with the Proffer Management Team and Community Planning regarding the request to change the timing of certain uses and amenities in the project. Response: For many of the amenities, the Applicant’s chosen date was 12 months away, which provides the County a clear picture of when the facilities will be installed. From ultimate approval of this case, that date will be in the same calendar year and is easily trackable and articulated to those living within the community, residents who do not keep track of when zoning or occupancy permits are issued. Notwithstanding that logic, we have adjusted the triggers, as Staff suggested, to issuance of occupancy permits. Please see the revised proffers for specific dates. Comment 25 Staff recommends coordinating with the Proffer Management Team regarding the fulfillment of certain proffers. As noted below, the Applicant is requesting to revise some proffers that have been fulfilled and other proffers that are fulfilled are not marked as such in the draft proffer statement. Response: The Applicant has done another review of the proffers and updated this version to reflect all proffers fulfilled as of December 31, 2018. The only proffer that is fulfilled that we are seeking to modify is Proffer V.D, the reasoning of which is explained in comment 29 below. Comment 26 Proffer III.A.2.e. Staff recommends retaining the commitment to providing exercise stations throughout Land Bays A, B, and C so that the amenities are distributed throughout the project. Response: The Applicant has strategically grouped this equipment together to allow instructors to lead group exercise classes with the equipment. Creating a cohesive collection of exercise stations supports the goal of community building as it establishes a common gathering area with an activity that can be structured or unstructured. Additionally, the exercise stations are just one component of the robust outdoor program planned throughout the Brambleton active adult community. Land Bays A and C will host the community gardens, recreation center, sports courts and lake. Collocating the exercise equipment together in Land Bay B establishes a sense of place on that side of the project where community members can join each other for outdoor recreation. Comment 27 Proffer III.B. Staff recommends retaining the commitment to providing two multipurpose courts in Land Bay B to retain a distribution of amenities throughout the development and avoid requiring residents of Land Bay B to cross Loudoun County Parkway to access and use multipurpose courts. Response: Pedestrians have an intricate trail network throughout the project that integrates the variety of uses and amenities. There are two constructed underpasses, one crossing Loudoun County Parkway and a second crossing Shreveport. Both are open and available and provide lit paths. Additionally, the constructed traffic signal at Shreveport and Loudoun County Parkway has a pedestrian-activated signal facilitating easy circulation. The proffered signal at Loudoun County Parkway and the commercial center

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will also have a pedestrian-activated signal when that signal is warranted and installed. Establishing a cluster of courts will create a central active recreation component where users of the courts can blend together. Grouping the exercise stations in Land Bay B creates a hub of active recreation within that land bay, just as grouping the sports courts in Land Bay C does in that land bay. Comment 28 Proffer III.B.5. The revision to this proffer removes a pavilion commitment. Staff recommends retaining a commitment to providing a pavilion as it would provide shade and/or shelter for residents using the community garden. In addition, Staff notes Sheets 12, 13, 15, and 17 reference a pavilion in the area referenced by this proffer. Response: The pavilion remains a planned amenity and Proffer III.B.5 has been updated to reflect this commitment. Comment 29 Proffer V.D. Staff questions why the Applicant is proposing to revise a proffer that has been fulfilled as the Applicant notes in the SOJ and as determined by the County. The Applicant has provided a 16 passenger van to the HOA and Proffers V.D.1. and V.D.3. have been fulfilled. The Applicant has constructed the bus shelters required by Proffer V.D.2. Response: The revision to this proffer merely provides the HOA the flexibility to replace the existing bus, which requires a CDL to drive, with a smaller bus or a third-party contractor. The Applicant remains committed to providing the shuttle service, but is merely looking for ways to reduce the strain this proffer has on the HOA in the future. Comment 30 Proffer VI.A.6. Staff recommends retaining the word “shall” and marking the proffer as fulfilled similar to other proffers in the draft. Response: This change has been made as requested. Comment 31 Proffer VI.C. and VI.C.1. Please update the application numbers to ZCPA-2018-0008 in this proffer. Response: This change has been made to Proffer V.II.C as requested. Proffer VI.C and VI.C.1 do not reference application numbers. Comment 32 Proffer VI.B. and VI.C.2-4. Staff notes these proffers have been fulfilled. Response: Proffer VI.B is now noted as fulfilled. There are no Proffers VI.C.2-4.

II. Loudoun Department of Building and Development – Ronald Dunbar (November 7, 2018) Comment 1 Staff notes that the draft proffers for this ZCPA eliminate ZMAP-2013-0002 & ZCPA-20I3-0001 Proffer III.C.3 which required:

The Applicant shall provide exercise stations on trails proposed in Land Bays A, B and C. Such exercise stations shall be provided in conjunction with the construction of the associated trail. The Applicant shall construct a minimum of 10 exercise stations on the Property.

The draft proffers for ZCPA-2018ꞏ0008 (in addition to eliminating the above) state as follows:

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The Applicant shall construct a minimum of 10 exercise stations in the location generally depicted as "Clubhouse and Exercise Stations" on Sheet 12 of the CDP. Such exercise stations shall be provided and open for use in conjunction with the opening of the Clubhouse pursuant to Proffer 111.A.2.c above.

a. Staff notes that multiple exercise stations within Landbays A and C have been bonded with CPAP-

2016ꞏ0017 and CPAP-2017-0020, respectively. In addition, SBPL-2017-0005 for Landbay B (which is still active) proposes multiple exercise stations interspersed in multiple location on the trails. Since the proposed proffers associated with this ZCPA move and consolidate the exercise stations in one location (the clubhouse in Landbay B), we question how the applicant intends to obtain bond release if the bonded exercise stations approved with CPAP-2016-0017 and CPAP-2017-0020 are not built in the locations depicted on CPAP-2016-0017 and CPAP-2017-0020. Staff requests that the applicant address the issue of bond release in regards to the exercise stations being relocated prior to approval of this ZCPA and explain when and how bond release shall occur. The issue is best addressed now rather than at CPAP or record plat approval, both of which should occur after approval of this ZCPA.

Response: The Applicant is not eliminating its commitment to provide exercise stations as this comment alludes; it has merely revised the location of the exercise equipment. The Applicant is prepared to bond the stations in Land Bay B and, following the approval of this ZCPA, seek a bond release for the stations previously envisioned to be located in Land Bays A and C. The Applicant understands it may have duplicative bonds out for the same exercise stations.

b. By deleting and amending ZMAP-2013-0002 & ZCPA-2013-0001 Proffer III.C.3 with this ZCPA, all of the exercise stations will be consolidated within one site in Landbay B. The exercise stations will no longer be required to be interspersed throughout the development. Staff questions how residents located within other landbays will access this neighborhood amenity. The residential areas in the community know as Birchwood at Brambleton are divided in such a way where Landbays A and C are not contiguous with Landbay B (where the entirety of the proposed exercise stations will be located). Loudoun County Parkway effectively separates Landbays A and C from Landbay B. Pedestrian underpasses across Loudoun County Parkway were not proposed between Landbays B & C in the proffer statement for ZMAP-2013-0002 & ZCPA-2013-0001 or in the proposed proffers for this ZCPA. The Revised 1993 Loudoun County Zoning Ordinance (RZO) § 4-1316 states that "Ways shall be provided to all dwelling units, project facilities and principal off-site destinations. Street crossings shall be held to a minimum on such walkways. Pedestrian ways may be combined with other easements and used only by emergency or service vehicles". As presently depicted with this ZCPA the minimum standard of providing ways to all project facilities (the exercise stations in this instance) pursuant to RZO § 4-1316 has not been demonstrated. Please demonstrate that all residents of the Birchwood at Brambleton community will have equal access to the exercise stations.

Response: There are two opportunities for at-grade pedestrian crossings of Loudoun County Parkway to facilitate movement between the two land bays, one of which is already in place at the traffic signal of Loudoun County Parkway and Shreveport. A second pedestrian-activated signal will be provided at the entrance to the commercial center, when that traffic signal is warranted. Additionally, an underpass of Loudoun County Parkway to provide a pedestrian-specific path from Land Bay D to Land Bay B is already constructed, as is the underpass of Shreveport to link Land Bays C and D. As noted above, the Applicant thinks grouping the exercise stations together will create a gathering place

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of outdoor activity in Land Bay B and facilitate group exercise classes with the equipment. The Applicant is in conformance with Section 4-1316 of the Ordinance.

III. Loudoun Department of Fire and Rescue – Kevin Federline (November 6, 2018) Comment 1 The Loudoun County Fire Marshal’s Office stands by our objection to any exception that will allow non-sprinklered combustible buildings and building features to be built with reduced separations of less than 20 feet between buildings. Response: All residential buildings will meet fire code and so will be sprinklered when building separation is less than 20 feet. Comment 2 On sheet 16 under zoning requirements for single family detached and single family attached homes, the minimum yards separation is reduced to 8 feet between buildings. This separation is well below the fire code standards and the current endorsed separation distance from the Fire Marshal’s Office. The intent of greater separations distance is to provide fire suppression access on all sides of structures/arrangements and reduce the likelihood of the spread of fire to adjacent properties. This is why the Fire Marshal’s Office is opposed to any exception that allow non-sprinklered combustible buildings and building features to be built with reduced separations of less than 20 feet between habitable structures. Response: All residential buildings will meet fire code and so will be sprinklered when building separation is less than 20 feet.

IV. Loudoun County Fire and Rescue – Maria Figueroa (November 8, 2018) Comment 1 Fire and Rescue Planning Staff respectfully requests that the Applicant demonstrates adequate access and circulation of emergency vehicles to all areas of the proposed development, including all sides of buildings and any parking structures. Staff understands that this concern may be best addressed at the time of site plan. The site plan submission should include an auto turn analysis. Response: Comment acknowledged.

V. Loudoun County Health Department – Mark Sharrer (September 27, 2018) Comment 1 Staff supports approval of the application with no further comment. Response: The Applicant appreciates your support of the application.

VI. Loudoun County Public Schools – Beverly I. Tate, Director (October 24, 2018) Comment 1 School Board staff has reviewed the Birchwood at Brambleton zoning concept plan amendment application. The proposed plan amendment only requests amendment of proffers approved for the Birchwood at Brambleton active adult community applications ZMPA 2013-0002 & ZCPA 2013-0001. Since the proposed amendment does not impact schools, staff offers no comments. Response: Comment appreciated.

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VII. Loudoun Water – Julie Atwell (October 11, 2018) Comment 1 Loudoun Water has reviewed the referenced referral application and offers no objection to its approval. Service would be contingent upon the developer's compliance with the Authority's Statement of Policy; Rates, Rules and Regulations; and Design Standards. Response: Comment appreciated. VIII. Metropolitan Washington Airports Authority – Mark Rutyna (November 9, 2018) Comment 1 The Airports Authority does not object to the proposed revised proffers. The Airports Authority refers the County to a previous Airports Authority letter regarding residential development for BRAMBLETON ACTIVE ADULT PH1 PARCEL A and the aircraft noise impact information contained therein. Response: Comment acknowledged.

IX. Loudoun Department of Building and Development – Anna Dougherty (November 7, 2018) Natural Resources: Comment 1 Please confirm that the major floodplain limits depicted within Landbay D are consistent with the floodplain depicted on recently approved site plans (SPAM-2017- 0091 approved on October 31, 2018) and per FPAL-2008-0011. Staff notes that since the 50-foot River and Stream Corridor Resource (RSCR) management buffer is offset from the floodplain, the floodplain depicted on Sheets 13 of the CDP should be the accurate one so that staff is able to determine if the proposed greenhouse located in Landbay D is located within the 50-foot management buffer. Currently, per Sheet 13 of the CDP, the greenhouse is located within the buffer.

a. In conjunction with the above comment, if the proposed greenhouse is located within the 50-foot management buffer, staff recommends that the location of the greenhouse be moved so it is outside the 50-foot management buffer area.

Response: The floodplain boundaries have been updated. We also have updated the rezoning plan to depict the approved improvements associated with the pavilion/community gardens (per SPAM-2017-0091). County Urban Forester Comments: Comment 2 There are no County Urban Forester comments at this time. Response: Comment acknowledged. Floodplain Team Comments: Comment 3 At this time, there are no additional floodplain comments from the one listed above under Natural Resources. Response: Comment acknowledged.

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X. Loudoun Parks, Recreation and Community Services – Mark A. Novak (November 8, 2018) Comment 1 The Applicant is requesting to amend proffers approved with ZMAP-2013-0002 and ZCPA- 2013-0001. The Department of Parks Recreation and Community Services (PRCS) has reviewed the requested amendments associated with the Broad Run Trail (proffer II.C.6.a, b) and has no objections. Response: The Applicant appreciates the support of this application.

XI. Virginia Department of Transportation – Thomas B. Walker (October 23, 2018) Comment 1 We have reviewed the referenced application and we have no objection to approval of the Zoning Concept Plan Amendment. Response: The Applicant appreciates the support of this application. XII. Proffer Manager

Comment 1 Please update with each submission as needed to account for record plats. Response: Additional PIN numbers have been added to the proffers to reflect the record plats recorded through December 31, 2018. Comment 2 Because these Proffers propose to supersede and replace the prior proffers, I suggest updating the Table of Contents and putting it back in the document. It’s not clear why the Table of Contents would no longer be included. Response: The Applicant has added the Table of Contents back in the proffers. Comment 3 A trigger related to a specific # of zoning permit is recommended for commercial/residential linkage. However, if a date certain is kept, please make clear that occupancy permits shall be issued for a Min. SF. Response: The Applicant has revised all triggers back to be tied to permits issued. The first tranche of commercial (20,000 square feet) will be constructed prior to the issuance of the 750th zoning permit. An additional 30,000 square feet will be constructed prior to the issuance of the 1,000th zoning permit at the property. This ensures there will be adequate housing proximate to the retail to attract desirable tenants to the center. Comment 4 Delivery of the Recreation Center - The trigger for this was previously prior to the 300th residential permit in Land Bays A and C. As this facility is under construction, will it be another year before it is open? Recommend continuing to tie to a specific zoning permit #. Response: The Applicant has revised all triggers back to be tied to permits issued. The recreation center is now tied to the 300th occupancy permit at the property. Comment 5 Delivery of Clubhouse. Please change to construction by a certain # Zoning Permit for the development or for Land Bay B. Response: The Applicant has revised all triggers back to be tied to permits issued. The clubhouse is now tied to the issuance of the 300th single-family attached or detached occupancy permit in Land Bay B.

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Comment 6 Community Green - Recommend continuing to tie to a specific zoning permit # for this and subsequent proffers. Response: The Applicant has revised all triggers back to be tied to permits issued. The green is now tied to the issuance of the 300th occupancy permit at the property. Comment 7 Trails Adjacent to Loudoun County Parkway and Shreveport Drive. For each instance where Applicant has noted the proffer as fulfilled, please refer to Attachment. If proffer is noted as partially fulfilled or pending by the attachment, documentation is needed from the Applicant so staff can verify the fulfillment. Response: Proffer III.C.5 requires the trails along Loudoun County Parkway and Shreveport Drive to be constructed concurrent with development, which has occurred. There remain one segment along Loudoun County Parkway to be developed, so that trail has not yet been constructed. The Applicant remains in compliance with the proffer, but has removed its note that the proffer has been fulfilled, recognizing there is one remaining development, and thus trail, section to be built. Comment 8 CPAP for Northbound, Left Turn Lane. In all instances where the timeframe to perform the proffer has passed, Applicant needs to update Proffer to note fulfilment, or otherwise revise proffer accordingly. Response: The proffer statement notes that the entire Proffer V.B is fulfilled, which would include the CPAP for the northbound, left turn lane, which is subproffer V.B.1.a. Comment 9 Bus Service and Bus Shelters. 2 of 3 bus shelters have been constructed of the 3 minimum to be constructed. Response: All three bus shelters, one each in Land Bay A, B and C, are now constructed. The Applicant sent images of the three bus shelters to Amy Kresge on January 10, 2019. Comment 10 Fire and Rescue Services. Please restore to original proffer. There are no changes to units with these proffers, so unit contributions should not now start at 2018. They should go back to 2015. Response: This change has been made as requested. Comment 11 Stocking of Lake with Fish – Agreed, this was just completed. Response: Comment acknowledged. Comment 12 Escalator - Same comment as Fire/Rescue Proffer. Restore to Prior Proffer. Response: This change has been made as requested. XIII. Loudoun Dept. of Planning and Zoning (Community Planning) – Marie Genovese (November

13, 2018) Comment 1 Community Planning Staff recommends extending the timing of amenities to a later zoning permit. The proffers should further be updated to recognize what has already been developed. Community Planning Staff does not recommend extending the timing for the recreation center as it is already under

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construction and is not required to be completely constructed and operational until the 300th residential zoning permit in Land Bays A and C. Community Planning Staff recognizes that 285 zoning permits have already been issued for the subject property, but that includes multi-family structures in Land Bay B that do not impact the timing of the recreation center. Response: Previous triggers referenced zoning permits. We have changed all permits to be occupancy permits. The recreation center is now required to be open prior to the 300th occupancy permit at the property. This trigger includes all types of occupancy permits, so the occupancy permits for the multifamily units in Land Bay B will trigger the provision of this amenity. Comment 2 Community Planning Staff does not recommend relocating open space amenities to a land bay that cannot be reached conveniently or safely. The existing layout of open space amenities ensures that all residents can safely and easily walk to a variety of uses. Response: As noted in previous responses, there are three planned pedestrian crossings of Loudoun County Parkway, each providing safe connections to Land Bay B. The proposed layout of these amenities ensures Land Bay D has enough collocated exercise equipment to establish a sense of gathering place there. Comment 3 Community Planning Staff does not support amending the escalator for the proffer contributions as all impacts would need to be reassessed to ensure that they are being mitigated. Response: The escalator proffer has been revised to match the previously approved proffer language. Comment 4 Community Planning Staff is unsure why Proffer III.A.d. is needed if the marketing offices are located elsewhere than the recreation center. Community Planning Staff recommends removing the marketing and sales office from the proffer. Response: The marketing office will be relocated to the Recreation Center, once that building is complete. The Applicant proposes no change to Proffer III.A.d as the original intent will be met when the Recreation Center in Land Bay B is complete. Comment 5 Please update the CDP to reference greenhouses within Land Bay D and locate these amenities outside of the River and Stream Corridor Resource. Response: Greenhouses have been labeled within Land Bay D. They are outside the RSCOD. Comment 6 Community Planning Staff has no issue with the reduction in size; however, the proffers should reference the van/bus will meet ADA requirements. Community Planning Staff is unsure why the proffers propose moving the service to a later phase in the development if the service is already established. Lastly, as currently proposed the schedule of the service may be adjusted prior to when the service has to be established as provided in Proffer V.D.1. Response: There was no commitment in the original proffer that the van/bus meet ADA requirements. With the proposed revision, the applicant is trying to reduce the expenses assigned to the HOA by eliminating the need for a bus driver to have a commercial driver’s license to operate this community amenity. As the bus has already been purchased, the Applicant has revised the proffer trigger back to its original trigger, which was the 100th occupancy permit.

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XIV. Loudoun Department of Transportation and Capital Infrastructure —Mark Phillips (November13 2018

Traffic Statement

Comment 1 DTCI has reviewed fhe Applicant's Traffic Statement and finds it to be an acceptableevaluation of this development as proposed.

Response: Comment appreciated.

Proffers

Comment 2 DTCI notes the Applicant's proposed changes regarding the timing of delivery and otherrelatively minor changes to Commercial Development, Community Centers, Open Space and RecreationAmenities, Sidewalks and Trails, and Bus Service and Bus Shelters are not anticipated to have impact onthe transportation network. There are no proposed changes in site access to/from the public road networkas compared to approved conditions for the property.


Commenf 3 DTCI has no objection to the Applicant's proposed change to the timing of construction andopening to traffic of the proffered Arcola Boulevard (West Spine Road) Improvements (segment shown onAttachment 2) as the connecting segment of Arcola Boulevard to the west is not yet in place and is notanticipated to be in place prior to the Applicant's proposed completion date of its proffered improvementsby December 31, 2079.


This completes our formal responses to all comments received to date. As always, should you have anyquestions or need additional information from us, please do not hesitate to ask.

Sincerely,

~~Molly M. Novotny ,~


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