DEPARTMENT OF PLANNING Date of Hearing: September 9, 2015 AND ZONING STAFF REPORT BOARD OF SUPERVISORS PUBLIC HEARING

SUBJECT: ELECTION DISTRICT: DEPARTMENT OF PLANNING Date of Hearing: AND ZONING STAFF REPORT BOARD OF SUPERVISORS PUBLIC HEARING ZMAP-2012-0017 & SPEX-2013-0007 Brambleton Business Campus Blue Ridge CRITICAL ACTION DATE: October 28, 2015 STAFF CONTACTS: APPLICANT: Kate McConnell, Project Manager, Planning & Zoning Ricky Barker, Director, Planning & Zoning Stephen Schulte, Brambleton Group, LLC # 10 PURPOSE: Brambleton Group, LLC of Brambleton, Virginia is requesting the following approvals: 1.) ZMAP-2012-0017 A request to rezone approximately 54.39 acres from the PD-GI (Planned Development General Industrial) zoning district to the PD-IP (Planned Development Industrial Park) zoning district to develop up to 936,191 square feet (sf) of Office, Educational Institution, or other by right uses at a floor area ratio (FAR) of 0.45; 2.) SPEX-2013-0007 A special exception application to permit the property to be developed with Office uses that does not meet the Office Standards in Section 4-503(G) of the Zoning Ordinance; and 3.) Approval of two modifications of the Zoning Ordinance that are more fully described on page 3 in the Application Information. RECOMMENDATIONS: At the June 7, 2015 Work Session, the Planning Commission voted (6-2-1, Salmon, Syska opposed; Klancher absent) to forward the applications to the Board of Supervisors (Board) with a recommendation of approval and with a recommendation to include a proffer commitment of interior airport noise mitigation should an Educational Institution use be established on the property. Staff cannot support the rezoning request as proposed. The application is not consistent with the Revised General Plan (Plan), as it proposes Office or Educational Institution uses as a predominant use in an area planned for Industrial uses as the predominant use. The Application is not ready for Board action. The proffer statement and conditions of approval have not been reviewed and approved to form by the County Attorney. The Applicant is in agreement with the special exception conditions. Staff will provide the Board with an update on the proffers and conditions prior to the public hearing. CONTENTS OF THIS STAFF REPORT Section Page Section Page Section Page Motions 2 Outstanding Issues 9 Fiscal Impacts 18 Application Information 3 Policy Analysis 10 Utilities/Public Safety 18 PC Review 5 Land Use 10 Zoning Analysis 19 Findings for Approval 5 Compatibility 13 Zoning Modifications 19 Context 6 Environmental/Heritage 15 Conditions 20 Proposal 8 Transportation 16 Attachments 20

Page 2 SUGGESTED MOTIONS: 1. I move that the Board of Supervisors forward ZMAP-2012-0017 & SPEX-2013-0007, Brambleton Business Campus, to the October 7, 2015 Board of Supervisors Business Meeting for action. OR 2. I move that the Board of Supervisors forward ZMAP-2012-0017 & SPEX-2013-0007, Brambleton Business Campus, to the Transportation and Land Use Committee for further discussion. OR 3. I move an alternate motion.

Page 3 I. APPLICATION INFORMATION APPLICANT Brambleton Group, LLC Stephen Schulte, PE 42395 Ryan Road, Ste. 301 Brambleton, VA 20148 REPRESENTATIVE Cooley, LLP Ben Wales, AICP 703-456-8609 bwales@cooley.com REQUEST Brambleton Group, L.L.C., of Brambleton, Virginia, has submitted applications for the following: 1) To rezone approximately 54.39 acres from the PD-GI zoning district under the Revised 1993 Zoning Ordinance to the PD-IP zoning district under the Revised 1993 Zoning Ordinance to develop Office, Educational Institution, and/or other principal and accessory by right uses permitted in the PD-IP zoning district at a maximum FAR of 0.45; and 2) A Special Exception to permit Office, administrative, business, or professional uses, which do not meet the criteria contained in Section 4-503(G). The Applicant also requests the following Zoning Ordinance modifications: 1) 4-505(B)(1), Lot Requirements, Yards, Adjacent to Roads - Reduce both the minimum 35-foot yard for buildings and 25-foot yard for parking along any road right-of-way to 10 feet, and 2) 4-505(B)(2), Lot Requirements, Yards, Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses - Reduce the minimum yard from any agricultural district, existing or planned residential district, or land bay allowing residential uses for buildings, outdoor storage, areas for collection of refuse, or loading areas from 75 feet to 15 feet, and for parking from 35 feet to15 feet, and to permit parking between buildings and an adjacent PD-AAAR zoning district located along the northern boundary of the area subject to the rezoning. PARCELS/ACREAGE Tax Map - /92////////15/ (MCPI 161-39-7058) ACCEPTANCE DATE May 31, 2013 ZONING ORDINANCE Revised 1993 POLICY AREA Suburban, Dulles Community 54.39 acre portion of a larger 287.34 acre parcel LOCATION Northwest quadrant of future Loudoun County Parkway and existing Arcola Road/Old Ox Road intersection, south of Broad Run EXISTING ZONING PD-GI; AIOD, within the Ldn 65 or higher aircraft noise contour and between the Ldn 60-65 aircraft noise contours; Partially within the FOD (Floodplain Overlay District) PLANNED LAND USE General Industrial with FAR of 0.3 to 0.4.

Page 4 Figure 1. Vicinity Map Directions - From Leesburg, proceed south on South King Street. Turn left on Evergreen Mills Road (Route 621) and proceed south for approximately 12 miles. Turn left on Arcola Road (Route 842). The subject property will be on the left (north) just after the intersection with Trade West Drive and before the intersection with Old Ox Road (Route 606).

II. Item #10, ZMAP-2012-0017 & SPEX-2013-0007, Brambleton Business Campus Page 5 PLANNING COMMISSION REVIEW AND RECOMMENDATION At the June 16, 2015 Public Hearing, the Planning Commission forwarded the application to a work session (8-1, Douglas opposed) to provide time to receive outstanding referral comments from the Virginia Department of Transportation (VDOT) before making a recommendation to the Board. In addition, the Planning Commission requested additional information from the Department of Economic Development (DED) and the Metropolitan Washington Airport Authority (MWAA). No members of the public spoke regarding the application. At their July 7, 2015 Work Session, the Planning Commission considered the additional information provided by MWAA and the DED. The Planning Commission discussed the proposed land use; additional comments and recommendations from MWAA on the proposed Educational Institution use; the availability of large, unused parcels zoned PD-GI in the area planned for General Industrial uses adjacent to Dulles International Airport (Dulles); the status of Northstar Boulevard and the Dulles Access Road; MWAA s and the County s plan for land adjacent to Dulles; MWAA s plans for their Western Lands; and possible security or technology conflicts if an educational institution is located proximate to a Dulles runway. The Planning Commission voted (6-2-1, Salmon, Syska opposed; Klancher absent) to forward the applications to the Board with a recommendation of approval subject to the Statement dated June 3, 2015, subject to the Conditions of Approval dated June 8, 2015, and based on the Findings for Approval below. The Planning Commission also made a recommendation that the Applicant include a proffer commitment of interior airport noise mitigation should an Educational Institution use be established on the property. III. FINDINGS FOR APPROVAL 1. Maintains an Industrial Zoning District for the area consistent with the Industrial Plan policy, and expands County tax base. 2. Consistent with Industrial Plan policy, the applicant s proposal addresses environmental features and water quality. 3. The proposal conforms with the Countywide Transportation Plan and will provide an important extension to Arcola Boulevard and transportation for the area. 4. Subject to approval of the proposed zoning modifications, the application conforms to the applicable requirements of the Revised 1993 Zoning Ordinance. 5. The proposal provides internal and external pedestrian connections and open and civic space consistent with Plan policies. 6. Sound attenuation per IV. D. of the Statement dated June 3, 2015.

IV. CONTEXT Item #10, ZMAP-2012-0017 & SPEX-2013-0007, Brambleton Business Campus Page 6 Location/Site Access The subject property is located north of Arcola Road, south of the Broad Run, and west of the future alignment of Loudoun County Parkway (Figure 1). It currently has one access point from Arcola Road. The proposal includes three access points: one from Loudoun County Parkway and two from Arcola Road (also herein referred to as West Spine Road). Existing Conditions The subject property is largely located in the northwest corner of Arcola Road and the future alignment of Loudoun County Parkway (Figure 2). A small portion of the parcel lies east of the future Loudoun County Parkway and another portion south of Arcola Road. With the exception of one residential building and related outbuildings and driveway, the property is undeveloped. It formerly served as a sod farm; therefore, the main portion is largely flat fields. Major and minor floodplain and wetlands associated with a tributary of the Broad Run bisect the main portion of the parcel. The portion east of the parkway is almost entirely located in the major floodplain and is also forested. An overhead utility line traverses the northern portion of the property. Figure 2 2014 aerial showing subject property. Surrounding Properties To the north is property associated with ZMAP-2013-0002 and ZCPA-2013-0001, Brambleton Active Adult. It is currently zoned PD-AAAR and PD-GI, and among other requests, includes the proposal to rezone the PD-GI section to PD-AAAR. To the east and south are large undeveloped forested parcels zoned PD-GI, as well as the Dulles International Airport. To the west is Dulles Trade Center III, a flex industrial subdivision, zoned PD-GI.

Page 7 Background Approved Development In 2007, the Board approved ZMAP-2005-0020, Brambleton Active Adult, permitting the development of 1,502 age restricted dwelling units and 136,850 sf of office and/or retail uses on approximately 214 acres, and 817,828.5 sf of by-right PD-GI uses on approximately 76 acres (Figure 3). In July 2015, the Board approved ZMAP-2013-0002 & ZCPA-2013-0001 Brambleton Active Adult, to make revisions to the northern portion (approximately 268 acres) of this application. The current Brambleton Business Campus application comprises the remaining 54 acres included in the previous approval. Approved and Proposed Development Figure 3: Approved and proposed developments composing the planned residential development of Brambleton and the immediate vicinity. General Location of Land Bays 1, 3, & 5 Hanson Park General Location of Shreveport South Brambleton Business Campus Also in 2007, the Board approved three additional rezoning applications (ZMAP-2004-0024, Brambleton Brandt; ZMAP-2004-0025, Brambleton Corner; and ZMAP-2004-0026, Brambleton Town Center Residential) adding approximately 185 acres to approved development in the vicinity of Brambleton. These applications added 429 residential units, a 60,000 sf assisted living facility, and 26,700 sf of retail uses (see Figure 3).

Page 8 The four aforementioned developments are not subject to the original Brambleton 1 proffers or concept development plan (CDP) approved under ZMAP-1993-0005 and ZCPA-1993-0007 in 1995 and subsequently amended by ZCPA-2005-0009, Brambleton Town Center and ZCPA-2005-0012, Brambleton Golf Course in 2006; and ZMAP-2012-0013/ ZCPA- 2012-0009, Brambleton Land Bays 1, 3 and 5 and ZCPA-2012-0006, Brambleton Town Center approved in early 2015. The same is true for two residential developments approved in 2004 and 2005 respectively; ZMAP-2003-0007, Graham Flynn Biggers (now Trente Grove) and ZMAP-2003-0014, Belmont Trace, which added 318 residential dwelling units to the Brambleton vicinity (see Figure 3). Pending Application In addition to this application (Brambleton Business Campus) one additional Brambleton-related application is being processed by the County: ZMAP 2012-0014, ZCPA 2012-0013, SPEX 2013-0010, SPEX 2013-0011, & SPEX 2013-0012, Brambleton Shreveport South, is a rezoning request from PD-IP to PD- H4 and PD-GI to PD-IP that proposes to add additional acreage, residential units, and commercial space to the original Brambleton development, as well as modify the previously approved CDP for Brambleton (see Figure 3). Public Comment The Applicant indicates that approximately 15 community meetings have been held to discuss recent and current Brambleton proposals identified above. As of August 14, 2015, no members of the public commented on this application on LOLA or via other methods of communication with County Staff. V. PROPOSAL Zoning Map Amendment Petition The Applicant is requesting to rezone approximately 54.39 acres from the PD-GI zoning district to the PD-IP zoning district under the Zoning Ordinance to develop up to 936,191 sf of Office, Educational Institution, and/or other principal and accessory by right uses permitted in the PD-IP zoning district at a maximum Floor Area Ratio (FAR) of 0.45. The subject property is divided into two areas, the East Development Envelope (+/- 18 acres) and the West Development Envelope (+/- 11 acres). The areas are separated by major and minor floodplain and associated forest and wetlands (Figure 4). The Applicant may connect the two land bays internally with a road and/or trails and sidewalks. Special Exception The Applicant is requesting a Special Exception to permit Office, administrative, business, or professional uses, which do not meet the criteria contained in 1 The original Brambleton Community was approved for up to 6,240 residential units, 450,000 sf of commercial and retail service uses, 220,000 sf of office uses, and up to 2,000,000 sf of PD-IP and PD-GI uses, as well as community amenities on 2,871 acres in four land bays located east and west of Belmont Ridge Road (Route 659) (see Figure 3). The 2006 amendments facilitated development of commercial centers, shifted school locations and community amenities, and added a fifth land bay (17 acres) to Brambleton, but did not change the approved mix of residential and non-residential uses. The 2015 amendments added 48 townhomes, a 40,000 sf public library, and 50,000 square feet of commercial space to the Town Center; and approximately 52 acres, 458 dwelling units, a high school and middle school to Land Bays 1, 3, and 5.

Page 9 Section 4-503(G). The proposed use is listed as a Special Exception use under Section 4-504(A). Revised 1993 Zoning Ordinance Modifications The Applicant seeks approval of two modifications to decrease building and parking setbacks from the PD-AAAR district to the north and from internal private streets. Staff provides an evaluation of the zoning modifications under the Zoning Analysis section, beginning on page 19 of this staff report. Figure 4: Concept Development Plan showing east and west development envelopes, as well as floodplain north of the subject property. VI. OUTSTANDING ISSUES Staff has identified the following outstanding issues: 1. Land Use Issue. The Applicant s proposal to develop the property as a business campus or a college or university campus, as well as the special exception request pertaining specifically to the development of office uses, is not in conformance with the land use mix policies of the Plan. Staff cannot support a proposal that does not include a predominant industrial use on the property. Furthermore, the current zoning district, PD-GI, is one of few districts that permits heavy industrial uses. The Department of Economic Development (DED) also notes the concern about the proposed rezoning as it would result in the loss of a large parcel currently zoned for heavy industrial uses, noting the loss of this property base could compromise the County s ability to attract the type of industrial uses that are part of Loudoun s diverse economy. This issue is discussed further in the Land Use section beginning on page 10. 2. School Use in Ldn 65+ Noise Contour. If an Educational Institution use is established on the subject property, the Applicant is committing to constructing buildings with noise

Page 10 attenuation that would mitigate interior day-night average sound level to 45 db or lower in all classrooms and core learning spaces. Nonetheless, Staff notes a higher education campus may not be the most appropriate type of development within the Ldn 65+ Airport Noise Contour due to the campus environment where students spend a substantial portion of their day outside. As such, the Plan identifies the subject property for Industrial uses, as they are less sensitive to the noise associated with airports, and are more complementary and compatible to airport uses. Additionally, MWAA recommends using guidance from FAA Part 150-Airport Noise Compatibility Planning, which identifies a school as an incompatible use within the Ldn 65+ Airport Noise Contour. The FAA guidance further recommends a 25 decibel (db) to 30 db noise level reduction (NLR) through incorporation of noise attenuation into the design and construction of Educational Institution buildings if this use is established. The guidance further notes the use of NLR criteria will not eliminate outdoor noise problems. This issue is discussed further in the Compatibility section beginning on page 13. VII. POLICY ANALYSIS Zoning Map Amendment Petition (ZMAP) Criteria for Approval - Zoning Ordinance Section 6-1210(E) of the Revised 1993 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. Special Exception (SPEX) Criteria for Approval - Zoning Ordinance Section 6-1309 of the Revised 1993 Zoning Ordinance states that in considering a minor special exception or special exception application, six (6) factors shall be given reasonable consideration. 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. ZO 6-1309(1) Whether the proposed minor special exception or special exception is consistent with the Comprehensive Plan. (5) Whether the proposed special exception at the specified location will contribute to or promote the welfare or convenience of the public. Analysis There is one outstanding land use issue associated with the rezoning. The subject property is located in the Suburban Policy Area, Dulles Community, and is designated for Industrial uses by the Plan. The property is considered under the General Industrial policies of the Plan, which envision General Industry and Heavy Industry as the primary land uses. These uses are planned along Loudoun County Parkway in the vicinity of Dulles Airport and in the Ldn 65 or greater noise contour of the AI District; the location of the subject property. While the proposed PD-IP zoning district permits light to medium industrial uses, it does not permit the general and heavy industrial uses envisioned. The current zoning district, PD-GI, is one of few districts that permits heavy industrial uses.

Page 11 Furthermore, the PD-IP zoning district permits office, educational, and supporting accessory uses, which should comprise a small component of the mainly industrial land use mix. Specifically, Plan policy identifies a land use mix for a General Industrial Area that includes a minimum of 70% industrial uses, a maximum of 20% office uses, and a maximum of 10% commercial retail and services. The Applicant s proposal to develop the property as a business campus or a college or university campus, as well as the special exception request pertaining specifically to the development of office uses, therefore, are not in conformance with the land use mix policies of the Plan, which anticipate a predominantly industrial use on the property. Staff cannot support a rezoning request that does not commit to a minimum of 70% industrial uses on the property. The DED notes a continued erosion of the PD-GI industrial zoning property base, which could compromise the County s ability to attract the type of industrial uses that are part of Loudoun s diverse economy. Further, the County has very few large [contiguous] parcels currently zoned PD-GI to present to prospects interested in Loudoun County as a business location. DED notes that the County has recently reviewed several applications wherein the rezoning request is to rezone PD-GI land to residential or PD-IP zoning districts. Still, considering the planned uses to the south and west, DED notes the property could support a wider range of uses that could fit into the PD-IP zoning district. In the area planned for General Industrial uses north and west of Dulles Airport, there are five parcels with approximately 323 acres, including floodplain, of undeveloped land zoned PD-GI (Table 1, Figure 5). Three parcels totaling approximately 145 acres have no development plans or related active applications. One parcel is subject to ZMAP-2012-0014, Brambleton Shreveport South, an active application under review by the County. The total acreage of this property zoned PD-GI is approximately 110 acres; however, due to its location in the Broad Run floodplain only approximately 29 acres of the area is developable. The remaining parcel is the Brambleton Business Campus, which has approximately 29 acres of developable land. If Brambleton Business Campus were to be approved, four parcels composing approximately 177 acres of developable PD-GI land would remain. Table 1: Developable Land Zoned PD-GI in the Industrial Planned Area West of Dulles Airport 1 Parcel Acres Zoned PD-GI Developable Area PIN 124-29-9944 82 ~82 2 PIN 124-26-9522 42 ~42 2 PIN 124-27-0449 21 ~21 2 PIN 161-26-9137 (Brambleton Shreveport South) 110 ~32 3 PIN 161-39-7058 (Brambleton Business Campus) 68 ~29 4 Total 323 ~206 Total Acres Zoned PD-GI Total Acres Planned for Industrial Uses 2,333 (37 parcels) 4,137 (1,880 parcels) 1 Analysis does not include parcels less than 7 acres in size. DED identified parcels smaller than 7 acres as largely unsuitable for industrial uses. 2 A minimal amount of undevelopable land in the Broad Run floodplain exists on these parcels.

Page 12 3 Based on current proposed development envelope and removes acreage zoned CR-1, which is also included in the development envelope. The remainder is located in the Broad Run Floodplain and is undevelopable. 4 Based on proposed development envelopes. The remainder is located in the Broad Run Floodplain and is undevelopable; approximately 14 acres of this land in the floodplain is subject to ZMAP-2013-0002, Brambleton Active Adult, approved by the Board in July 2015. Undeveloped parcels with no active applications or development plans Figure 5: Land Planned for General Industrial Uses also in the PD-GI Zoning District. The green parcels have no development proposals. This map shows only parcels greater than 7 acres in size. At the request of the Planning Commission, MWAA also commented on the proposed rezoning. Acknowledging that planning and zoning decisions for off-airport land rest with Loudoun County, MWAA states they find the County s land use plan sound and should be continued to the extent possible. Noting that PD-GI land does not permit residential uses, MWAA finds it serves as a good airport buffer while accommodating industrial land use needs in the County. MWAA further urges the County to continue with current policies considering that PD-GI land is relatively scarce and in demand. Lastly, Staff notes that opportunities to accommodate large tenants and/or secure campuses, such as those proposed with this application, exist in the vicinity of the subject property along Loudoun County Parkway approximately 5 miles to the northeast. Such

Page 13 properties are located in areas planned for Keynote Employment, which envision large campus-style development, including secure campuses; are primarily located within the Ldn 60-65 Airport Noise Contour; and include the former Loudoun Metro and Loudoun Center proposal sites, as well as Loudoun Parkway Center. Similar development opportunities are also located in the Keynote Employment area planned along Route 7, west of Route 28 and east of Leesburg. At the same time, PD-GI land is largely limited to areas around Dulles Airport or in the immediate vicinity of established quarries. The following table summarizes how the Applicant has addressed other land use topics. Table 2. Land Use - Resolved Issues. Civic Space The Applicant has committed to constructing a landscaped plaza with benches in both development land bays addressing the provision of public and civic space, as well as the minimum 10% requirement for park and open space. II.D. 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. ZO 6-1309(2) Whether the level and impact of any noise, light, glare, odor or other emissions generated by the proposed use will negatively impact surrounding uses. (3) Whether the proposed use is compatible with other existing or proposed uses in the neighborhood, and on adjacent parcels. Analysis There is one outstanding compatibility issue associated with the rezoning and special exception applications the location of a school use in the Ldn 65+ Airport Noise Contour The application proposes a higher education campus which may not be the most appropriate type of development within the airport noise contour. Generally these uses have large usable outdoor spaces for the enjoyment of the students as part of the campus environment. As such, the Plan identifies the subject property for Industrial uses, as they are less sensitive to the noise associated with airports, and are more complementary and compatible to airport uses. Additionally, MWAA recommends the use of guidance from FAA Part 150-Airport Noise Compatibility Planning, which identifies a school as an incompatible use within the Ldn 65+ Airport Noise Contour. Should an Educational Institution use be approved as part of the rezoning request, MWAA recommends a commitment to the following noise level reductions: Measures to achieve outdoor and indoor Noise Level Reduction (NLR) of 25 decibels (db) and 30 db should be incorporated into buildings The guidance notes the use of NLR criteria will not eliminate outdoor noise problems. NLR is to be achieved through incorporation of noise attenuation into the design and construction of the structure. Consistent with the County s Zoning Ordinance for interior db levels in the AI Overlay District, the Applicant is committing to constructing buildings with noise attenuation that would mitigate interior day-night average sound level to 45 db or lower in all classrooms and core learning spaces should an educational institution use be established ( IV.E.). Nonetheless, an Educational Institution use is generally not a compatible use in the Ldn 65+ Airport Noise Contour.

Page 14 Plan policy recommends that General Industrial uses not be adjacent to residential neighborhoods. Industrial uses established in the PD-IP (or PD-GI 2 ) zoning district on the subject property will be adequately separated from the recently approved Brambleton Active Adult residential development to the north. The residential development will be setback from the north side of Shreveport Drive, a minimum of approximately 0.2 miles (~1,125 feet) from the subject property. The intermittent land lies largely within the Broad Run floodplain, is forested, and is included in a Tree Conservation Area. Staff finds that the Broad Run Floodplain, required buffers and setbacks, and Shreveport Drive provide adequate buffering and separation from an industrial use to the south, and that the residential neighborhood would not be adjacent to a General Industrial use if it were to be developed on the subject property. The same is true for the County-planned Broad Run Trail to be located on the north side of the Broad Run. Its minimum distance from the subject property development envelope is approximately 180 feet (for approximately 0.1 miles) and spans approximately 0.3 miles along the subject property s frontage. The Broad Run Trail is planned on property zoned PD-GI from Belmont Ridge Road to the west to approximately 0.5 miles east of Loudoun County Parkway. Therefore, limiting uses on the subject property to those that are primarily industrial in nature would not be incompatible with residential uses to the north. The following table summarizes how the Applicant has addressed other compatibility topics. Table 3. Compatibility - Resolved Issues. Buffering/Screening - The Applicant has committed to screening all ground and roof mounted mechanical equipment and dumpster facilities. The Applicant will also be required to meet the landscaping requirements of the Zoning Ordinance upon development of the property. Design Standards The Applicant has committed to design standards that assure minimum architectural and site design standards. These standards address building materials and palette, cohesive design, public spaces, parking, service and mechanical areas, etc. A commitment to minimum design standards mitigates the potential impacts or Condition III.C. III.C. 2 Staff notes that many of the most impactful uses permitted in PD-GI, such as an asphalt or concrete mixing plant; borrow pit; bulk fuel storage; solid waste incinerator, landfill, or transfer station; sawmill; vegetative waste management facility; material recovery facility; recycling drop off collection center; crematorium; outdoor storage of vehicles; and the storage of empty solid waste vehicles and containers, require Special Exception approval. At a minimum to address compatibility, the Zoning Ordinance requires Type 4 Buffers unless adjacent to other industrial uses; landscaping, screening, and buffering to screen outdoor storage and refuse collection and loading areas; and prohibits outdoor storage of any kind in front yards. Along Loudoun County Parkway and Arcola Boulevard, the Zoning Ordinance requires 100-foot building and 75-foot parking setbacks and 75 foot building and 35 foot parking setbacks respectively. The Plan s General Industrial policies considered during special exception review further recommends that heavy industrial uses be screened from view along arterial roads and outdoor parking and storage be screened from adjoining roads, as well as mitigate the effects of noise, vibration, odor, or other emissions on surrounding residential and business uses. One such use permitted by Special Exception in the PD-GI zoning district is a sewage treatment plant. The Loudoun Water campus located along the east side of Loudoun County Parkway is a clear example that industrial uses permitted in the PD-GI zoning district can be composed of well-designed buildings and adequate buffering and setbacks.

Page 15 of developing office uses on the site that do not meet the design standards of the Zoning Ordinance. Additionally, Staff recommends a condition of approval requiring a minimum building height of 26 feet for office, administrative, business, or professional uses. Noise - The Applicant will be required to meet the noise performance standards of the Zoning Ordinance upon development of the property. The subject property is located in the AI Overlay District, primarily in the Ldn 65 or higher aircraft noise contour (where residential uses are not permitted). The Applicant will be required to disclose on all subdivision plats, site plans, and deeds to any parcel or development within the AI District, that the property is located within the AI District. Due to the potential for highway noise impacts related to the adjacency to Loudoun County Parkway and Arcola Road, the Applicant, if establishing an Educational Institution use, has committed to conducting a noise study to determine whether the school use would be negatively affected by highway noise and to mitigate such impacts if they are identified. This commitment is in conformance with Plan and CTP policies. Light/Glare - The Applicant has committed to installing lighting that is cut-off and fully shielded, directing light inward and downward to the interior of the property. The Applicant limits maximum average illumination for parking lot and structured parking light to 3 foot candles and exterior building maximum average illumination to 5 foot candles. The Applicant will also be required to meet applicable Zoning Ordinance requirements for foot candles at the boundary between the commercial and residential zoning districts. Condition 3 No issue. No issue. IV.D. V.E. 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. ZO 6-1309(4) Whether the proposed special exception or minor special exception adequately protects and mitigates impacts on the environmental or natural features including, but not limited to, wildlife habitat, vegetation, wetlands, water quality (including groundwater), air quality, topographic, scenic, archaeological or historic features, and agricultural and forestal lands. Analysis There are no outstanding environmental issue associated with the rezoning or the special exception applications. The table below summarizes how the Applicant has addressed other environmental and heritage resource topics. Table 4. Environmental and Heritage Resources Resolved Issues. Wildlife Habitat The Applicant provided a letter from the Virginia Department of Conservation and Recreation dated April 15, 2010, and stating natural heritage resources have not been documented in the vicinity of the subject property. The letter further states the absence of data may indicate the area has not been surveyed, rather than confirm the area lacks natural heritage resources (rare, threatened, and endangered plant and animal species; exemplary natural communities, habitats, and ecosystems; and significant geologic formations). During the previous application No issue.

Page 16 review the Applicant submitted a similar letter, dated October 17, 2005, as well as a letter that reviewed data from the Virginia Department of Game and Inland Fisheries. The latter indicated that while the Henslow Sparrow, a state threatened species, had been documented within a one mile radius of the subject property, the property itself was not a suitable habitat. Tree Conservation Areas The Applicant has committed to maintaining existing trees in areas coincident with the floodplain, Scenic Creek Valley Buffer, and/or the 50 foot Floodplain Management Buffer, where trees exist and construction will be prohibited. Staff notes that these protected areas include five of the nine specimen trees identified on the site. Wetlands The Army Corp of Engineers verified identified wetlands on the site with a Jurisdictional Determination. The Applicant is not proposing to impact wetland with the development proposal. If wetland impacts are unavoidable, then the Applicant has committed to mitigating these impacts within Loudoun County, the Broad Run Watershed, or onsite. Water Quality A use is not being proposed with this application. However, all uses permitted in the PD-IP Zoning District must meet Zoning Ordinance and Facilities Standards Manual (FSM) requirements, which work to protect water quality. Furthermore, all stormwater management (SWM) facilities will be wet ponds and the Applicant will implement one low impact design (LID) technique to augment SWM/BMP facilities. The Applicant also adjusted the proposed location of a possible land bay connector road so that it does not cross the major floodplain. Steep Slopes Small areas of moderately steep slopes exist along the northern subject property boundary. The areas are located entirely within the Scenic Creek Valley Buffer, and will be avoided. Scenic/Archaeological/Historic Features As a result of a Phase I Archeological Investigation conducted in 2001, several archeological sites were identified on the property. However, none of the sites were evaluated to be significant and did not require further mitigation. Additionally, no existing structures on the property were considered significant historic architectural resources. Sheet 10 V.B V.A. s V.C. & V.D. No issue. No issue. 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]. ZO 6-1309(6) Whether the proposed special exception can be served adequately by public utilities and services, roads, pedestrian connections and other transportation services and, in rural areas, by adequate on-site utilities [emphasis added]. Analysis The Applicant demonstrated the change in vehicle trip generation based on a proposed use that would generate the most trips, Community College, as well as on an Office use with a proposed increase of 118,362 sf over the approved flex industrial use. Table 4 shows that both proposed uses increase vehicle trips in the AM and PM peak hour trips, as well as weekday total trips.

Page 17 Land Use Proposed Use Community College (9,362 full time equivalent students) Proposed Use General Office (936,191 sf) Approved Use (ZMAP-2005-0020) PD-GI Flex Industrial (tot. 817,829 sf) 51% Light Industrial (417,093 sf) 49% Office (400,736 sf) Comparison Approved vs Community College Approved vs General Office Table 5. Trip Generation Comparison. AM Peak Hour PM Peak Hour Ou In Total In Out Total t Average Daily Trips 1,058 232 1,290 719 404 1,123 11,832 988 135 1,123 192 935 1,127 7,467 839 114 953 139 798 937 6,792 219 149 118 The table below outlines the Applicant s transportation improvements and contributions commitments. 21 337 (35%) 170 (18%) 580 53-394 137 186 (20%) 190 (20%) 5,040 (74%) 675 (10%) Table 6. ed Transportation Improvements and Contributions. ed Improvement or Contribution Construct additional left turn lane from eastbound Arcola Boulevard to northbound Loudoun County Parkway Construct Arcola Boulevard (West Spine Road) (4 lanes) and required trails along a portion of property frontage Traffic Signal at Loudoun County Parkway entrance to site Traffic Signal at Arcola Boulevard entrance to site Trigger Prior to issuance of occupancy permit that would result in a total of 200,001 square feet of floor area or more on the property. Within 12 months of VDOT Route 606/Loudoun County Parkway/Arcola Road project open to traffic Warrant study prior to Occupancy Permit for >650,000 sf Install if warranted, if not warranted or installed by others, contribute $350,000 to County Warrant study prior to Occupancy Permit for >650,000 sf Install if warranted, if not warranted or installed by others, contribute $350,000 to County IV.B. IV.C. IV.A.1. IV.A.2. Since the Applicant submitted this application, VDOT, the County, and the Metropolitan Washington Airport Authority (MWAA) undertook construction of a portion of the Loudoun County Parkway that the Applicant formerly agreed to construct under ZMAP-2005-0020, Brambleton Active Adult. 3 This project includes constructing Loudoun County Parkway from 3 ZMAP-2005-0020 originally included the subject property as part of the approved area for development.

Page 18 a point south of the proposed Broad Run crossing and includes constructing the intersection with Route 606/Old Ox Road (VDOT Project). There are no outstanding transportation issues associated with the rezoning application. The table below summarizes how the Applicant has addressed other transportation topics. Table 7. Transportation - Resolved Issues. Pedestrian Connections The Applicant will install a trail along Arcola Drive when constructing the road segment associated with this application. A combination of trails and sidewalks will create internal connections on the site. Bus Shelter At Staff s request, the Applicant included a proffer commitment to install a bus shelter for passenger service within Loudoun County on the subject property consistent with CTP policy. Interchange Feasibility - In the Response to Staff s request, the Applicant included a partial interchange design in the CDP demonstrating the feasibility of converting the Loudoun County Parkway and Route 606 intersection into an interchange. or Note II.B. VI.F. Sheet 10a E. FISCAL IMPACTS ZO 6-1210(E)(4) The requirements for airports, housing, schools, parks, playgrounds, recreational areas and other public services. Analysis There is no immediate impact on County expenditures with this use. As with most non-residential uses, the proposal is not anticipated to generate the need for additional public services and would be a positive fiscal impact. 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]. 6-1309(6) Whether the proposed special exception can be served adequately by public utilities and services, roads, pedestrian connections and other transportation services and, in rural areas, by adequate on-site utilities [emphasis added]. Analysis There are no outstanding public utilities/safety issues associated with the rezoning. The table below summarizes how this application addresses public utilities, fire and rescue services, fire and rescue contributions, and public safety. Table 8. Public Utilities and Public Safety. Water and Sewer The Applicant will provide water and sewer to the property as needed at no cost to the County. On-Site Sewage Disposal Systems Existing on-site sewage disposal systems will be abandoned according to County Health Department requirements. or Note No issue. Sheet 1, General Note 11 Sheet 5, Existing Condition Note 11

Page 19 Fire & Rescue Service The Arcola Pleasant Valley Fire and Rescue, Station 9, would serve the subject property with an approximate response time of 6 minutes 54 seconds including turnout time. Fire & Rescue Contribution The Applicant commits to making a one-time Fire and Rescue contribution of $0.21 (equivalent to $0.10 in 1988 dollars) per gross square foot of floor area to be distributed equally to the first response fire and rescue facilities. Impounding Structure Failures Protection of life and property from impounding structure failures is not an impact that is associated with the proposed application. No issue. VI. No issue. VIII. ZONING ANALYSIS Analysis There are no outstanding zoning issues associated with the rezoning. The application is in general compliance with the requirements of the Zoning Ordinance for the PD-IP zoning district. ZONING MODIFICATIONS Criteria for Approval - Zoning Ordinance Section 6-1500 of the Revised 1993 Zoning Ordinance states that no modification shall be approved unless the Board of Supervisors finds that such modification to the regulations will achieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purpose of the existing regulation. No modification will be granted for the primary purpose of achieving the maximum density on a site. The Applicant is requesting the following modifications of the Zoning Ordinance. Zoning Ordinance Section 4-505(B)(1), Lot Requirements, Yards, Adjacent to Roads Table 9. Requested Modifications. Requested Modification and Justification Reduce both the minimum 35-foot yard for buildings and 25-foot yard for parking along any road rightof-way to 10 feet. Staff Analysis/ Recommendation Staff can support this modification request. This modification will apply only to internal roads and will allow the creation of streetscapes that promote pedestrian activity and connectivity.

Page 20 4-505(B)(2), Lot Requirements, Yards, Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses Reduce the minimum yard from any agricultural district, existing or planned residential district, or land bay allowing residential uses for buildings, outdoor storage, areas for collection of refuse, or loading areas from 75 feet to 15 feet, and for parking from 35 feet to15 feet, and to permit parking between buildings and an adjacent PD- AAAR zoning district located along the northern boundary of the area subject to the rezoning. Staff can support the modification request. The reduction to 15 feet will apply to a small area in the West Development Envelope. Otherwise, the Scenic Creek Valley Buffer and/or the 50-foot Floodplain Management Buffer would require a minimum yard of 50 feet from an existing or planned residential district. Furthermore, the portion of the planned or existing residential district to the north is in the major floodplain of the Broad Run, and creates a substantial buffer between the area to be developed with residences (see Figures 2 and 3). IX. CONDITIONS OF APPROVAL (August 14, 2015) 1. Substantial Conformance. All development pursuant to the Special Exception use described in Condition 2 shall be in substantial conformance with Sheets 1, 3, 8, and 12 of 12 (herein referred to as the Special Exception Plat ) of the plan set entitled Brambleton Business Campus Zoning Map Amendment Plan and Special Exception, Blue Ridge District, Loudoun County, Virginia, ZMAP 2012-0017 and SPEX 2013-0007 dated August 2012, as revised through July 17, 2015, prepared by Urban, Ltd. (the Plans ), and the Revised 1993 Zoning Ordinance ( Zoning Ordinance ). Approval of this application for the approximately 54.39 acres of the 287.34-acre parcel identified PIN #161-39-7058 as depicted on Sheet 3 of the Special Exception Plat, (referred to as the Property ) shall not relieve the applicant or the owners of the Property (the Applicant ) from the obligation to comply with and conform to any other Zoning Ordinance, Codified Ordinance, or applicable regulatory requirement. 2. Uses Permitted. This Special Exception permits office, administrative, business, and professional uses, which do not meet the criteria contained in Section 4-503(G) of the Zoning Ordinance (the Special Exception Use ) pursuant to and as set forth in the PD- IP (Planned Development Industrial Park) Zoning District regulations and other applicable sections of the Zoning Ordinance and as shown on the Special Exception Plat. 3. Building Height. Buildings for office, administrative, business, or professional uses shall be a minimum of 26 feet in height.

Page 21 X. ATTACHMENTS PAGE NUMBER 1 Review Agency Comments 1a Planning, Comprehensive Planning A-1 1b Building and Development, Zoning Administration A-19 1c Parks, Recreation and Community Services A-36 1d Transportation Services A-46 1e Virginia Department of Transportation A-102 1f Health Department - Environmental A-114 1g Loudoun Water A-116 1h Fire, Rescue and Emergency Services A-118 1i Department of Economic Development A-120 1j Metropolitan Washington Airports Authority A-124 2 Applicant s Statement of Justification A-129 3 Applicant s Response to Referral Comments A-142 4 Applicant s Statement (July 23, 2015) A-195 5 Concept Development Plan (August 2012 revised through 07-17-15) A-215 *This Staff Report with attachments (file name BOSPH STAFF REPORT 09-09-15.PDF) can be viewed online on the Loudoun Online Land Applications System (LOLA) at www.loudoun.gov. Paper copies are also available in the Department of Planning.