Item E. Lake Anne Redevelopment Project Land Exchange Public Hearing

Item E Lake Anne Redevelopment Project Land Exchange Public Hearing

ITEM E: PRESENTERS: AGENDA ITEM SUMMARY October 24, 2013 Public Hearing Lake Anne Redevelopment Project Land Exchange Ken Knueven, Reston Association President John McBride, Esq., Odin Feldman Pittleman RA Land Use Consultant Larry Butler, Reston Association Parks & Recreation Director Board Motion: Move to enter into a non-binding letter of intent (LOI) with Lake Anne Development Partners LLC, in advance of a future definitive agreement for the Reston Association Board s consideration and approval, to exchange land and allow a parcel of Reston Association property to be included with zoning entitlement applications to Fairfax County for the redevelopment and revitalization of Lake Anne Village Center and the Crescent property. PRIOR ACTION & BOARD AUTHORITY During its meeting of September 17, 2013, the Reston Association (RA) Board of Directors set a public hearing date for October 24, 2013, to consider a proposed common area land exchange with Lake Anne Development Partners, L.L.C., under certain terms and conditions. As per Section IV.2 (f)(3) of the Amended Reston Deed, the RA Board of Directors has the right to exchange improved or unimproved land, subject to the approval of the Board, and after a public hearing. BACKGROUND The revitalization and redevelopment of the Lake Anne Village Center, which includes an additional 1,125 households to become Reston Association members, is a vital aspect of our community s efforts to reinvest in Reston and it is one which requires the cooperation and collaboration of all entities involved. As part of that joint process, the RA Board of Directors is considering a proposed Land Swap between RA and Lake Anne Development Partners, LLC (LADP). As outlined in the attached letter of intent (LOI), the proposal being discussed includes a Reston Association owned 1.014 acre parcel of land located between North Shore Drive, Chimney House Drive and the existing parking lots at the Lake Anne Village Center as shown on Map A. The land is currently zoned for General Combination Development and its use is currently forested open space. The following items will be provided before or during the October 24, 2014 Regular Board Meeting: - Staff site analysis. - Valuation of properties being considered in exchange LADP site and RA site. It is the intent of both LADP and RA that the use of the property be limited to the construction of a parking facility available to the general public to accommodate the needs of the current and future businesses at Lake Anne Village Center and include environmental enhancements as well as bicycle parking and storage. None of the parking on this property is being built to satisfy private residential uses anticipated as part of the proposed redevelopment. LADP is also exploring the option of providing a partially subsidized public or commercial bikesharing facility within the RA property. Reston Association - Regular Board Meeting Agenda Item Summary Prepared By/Date: Cate Fulkerson/October 18, 2013 1

In return, LADP would convey to RA a portion of the Crescent Property along Baron Cameron Avenue; a portion which would total no less than 1.10 acres as shown on Map B.. LADP would ensure the property is cleared of invasive plants and cleaned of its current debris and waste, as well as replanted to encourage reforestation of native species. If necessary, and if environmental studies warrant, LADP would also prepare and implement a channel stabilization program to minimize erosion and reduce sediment inputs to Lake Anne. As well, efforts are underway to provide stipulations regarding the efforts to save and relocate as many of the trees, including the 5-10 Holly Trees, as possible from the current RA property. Further, LADP will consult with RA s environmental resource staff on all aspects of the cleanup, restoration and enhancement of the LADP Exchange Property, and shall be consulted on other environmental resource activities of the development including native plant selection, stormwater management and urban forestry. During the proposed Development of the Lake Anne Village Center, and on a phased basis, LADP and its affiliates will also be renovating and performing other on-and off-site improvements around the area, including: 1. Landscaped areas around the proposed parking facility; 2. Various connecting pathways through the Crescent Property to connect the expanded Village Center to the existing Green & Blue Trail systems; 3. Water features, public art, pocket parks; 4. Install light fixtures on the new pathways within the Crescent Property and up to 10 in adjoining areas; and, 5. Cost share (50%) of scheduled Reston Association Capital/Repair & Replacement Projects: - Lake Anne Park Tennis Color Coat (2016) - Lake Anne Park Parking Lot (2018) - Brown s Chapel Multi-Purpose Lot (2021) - Lake Anne Park Tot Lot (2023) - Lake Anne Dredging (up to $200K) (2025) Staff s costs analysis of some of the items noted above is as follows: ITEM COST/VALUE* Clean-up and improvements to remove invasive species** $15,000 Replanting/reforestation $10,000 Channel Stabilization $150,000 Relocate certain Holly trees (10) $12,500 10 light fixtures Brown s Chapel or Lake Anne Elementary area $52,920 50% OF THESE CAPITAL PROJECTS (50% value shown) - Lake Anne Park Tennis Court Color Coat (2016) $5,258 - Lake Anne Park Parking Lot (2018) $5,372 - Brown s Chapel Multi-Purpose Court (2021) $25,872 - Lake Anne Park Tot Lot (2023) $9,986 - Lake Anne Dredging (2025) $200,000 NOTES: * 2014 Value; ** Current estimate TOTAL = $486,908 Reston Association - Regular Board Meeting Agenda Item Summary Prepared By/Date: Cate Fulkerson/October 18, 2013 2

October 18, 2013 Ms. Cate Fulkerson, Acting CEO Reston Association, Inc. 12001 Sunrise Valley Drive Reston, Virginia 20191 Re: Lake Anne Redevelopment Letter of Intent for a Proposed Land Exchange Dear Cate: In furtherance of creating a new, vibrant, revitalized Lake Anne Village Center, we are pleased to present this Letter of Intent ( LOI ) outlining the terms of a proposed exchange of unimproved, vacant land (the Land Exchange ) between the Reston Association, Inc. ( RA ) and Lake Anne Development Partners LLC or its assigns ( LADP ). RA Property to be Exchanged RA is the owner of a parcel of land located between North Shore Drive, Chimney House Drive and the existing parking lots at the Lake Anne Village Center, comprising approximately 1.0141 undeveloped acres referenced by Fairfax County Tax Parcel 0172 08 0006C (the RA Property ). The current zoning on the RA Property is PRC, which limits the use of this parcel to Open Space. The RA Property is depicted on the attached Exhibit A. At the time of the Land Exchange, Title to the RA Property shall be free from any encumbrances, other than easements of record that exist as of the date of the Definitive Agreement (hereinafter defined), or which are otherwise necessary in order to facilitate the proposed redevelopment of the RA Property or the broader Lake Anne Village Center. It is specifically contemplated that this exchange is contingent on the zoning and RA use restriction to open space being amended to allow open space, bicycle parking and vehicle parking structure uses. LADP Property to be Exchanged LADP is the designated redeveloper of The Crescent Apartments, pursuant to an Interim Agreement between LADP and the Fairfax County Board of Supervisors (the County ). LADP will be undertaking a comprehensive entitlement process to include the RA Property, the land owned by the County and several other properties comprising the entirety of Land Units A and D, as described in the County s adopted Comprehensive Plan (Amendment No. 2007-13) (the LADP Entitlements ). It is anticipated in the Interim Agreement that at the time the LADP Entitlements are approved, LADP and the County will enter into a definitive Development and Disposition Agreement for the land comprising the current Crescent Apartments, which comprises approximately 16.4885 acres and referenced by Fairfax County Tax Parcels 0172 16 0001A and 0172 14 (01) 0002G (the Crescent Property ). It is anticipated that LADP will be filing entitlement 11401 North Shore Drive Reston, Virginia 20190 Phone (703) 537-3160 FAX (703) 537-3179

Ms. Cate Fulkerson, Acting CEO October 18, 2013 Page 2 applications, proffer statements, and other customary zoning entitlement related documents ( Entitlement Applications ). RA agrees to cooperate and join in any of the Entitlement Applications as requested by LADP from time-to-time to the extent that they affect or concern the RA Property, or, at RA s sole option, may otherwise provide LADP with a letter of authorization to sign on the RA s behalf. In consideration of the conveyance of the RA Property, and in addition to other exchange consideration that LADP agrees to undertake in furtherance of this LOI (identified herein), LADP proposes to convey a minimum of 1.1 acres of the Crescent Property to RA, in the general location and configuration outlined on the attached Exhibit B (the LADP Exchange Property ). It is mutually understood that the final boundaries of the LADP Exchange Property shall be determined based on the LADP Entitlement, engineering, site planning, Conceptual Development Plans and Final Development Plans for the proposed redevelopment of the Crescent Property. To the extent feasible and allowable by VDOT and the County, LADP will locate any permitted ingress or egress access between the Crescent Property and Baron Cameron Avenue so as to avoid the large Monarch White Oak trees adjacent to the underpass. In the event that ingress and egress to/from Baron Cameron Avenue is not approved by VDOT and/or Fairfax County in the LADP Entitlements, then the LADP Exchange Parcel shall be configured and conveyed as a single, contiguous parcel of land in the general location and configuration outlined on the attached Exhibit B-1. Timing of Land Swap RA shall be required to convey the RA Parcel to LADP, or its assignee, the earlier of (a) thirty (30) days after the date LADP receives final approval for a site plan that includes the RA Parcel (provided that at such time there is a binding agreement between LADP and the County to require the conveyance of the LADP Exchange Property to RA), or (b) the date on which the LADP Exchange Property is conveyed to RA. LADP shall endeavor to convey the LADP Exchange Property to RA at the time it acquires the first portion of the Crescent Property from the County, and may elect to have it direct deeded from the County to RA. Condition of the LADP Exchange Property The LADP Exchange Property shall generally be conveyed to RA in its undisturbed existing condition, subject to certain channel and drainage stabilization and clean-up to remove invasive species and other undesirable plant life to make the RA Property more environmentally valuable and sustainable to be completed during the process of developing the larger Crescent Property after the LADP Entitlements. Title shall be free from any encumbrances, other than easements of record that exist as of the date of the definitive agreement, or which are otherwise necessary in order to facilitate the proposed redevelopment of the Crescent Property. LADP will consult with RA s environmental resource staff on all aspects of the cleanup, restoration and enhancement of the LADP Exchange Property, and shall be consulted on other environmental resource activities of the development including native plant selection, stormwater management and urban forestry. RA shall specifically be permitted to undertake improvements, install artworks, pathways and lighting, and otherwise maintain the LADP Exchange Property.

Ms. Cate Fulkerson, Acting CEO October 18, 2013 Page 3 Use Limitations on RA Property It is the intent of both LADP and RA that the use of the RA Property shall be limited by zoning and covenant to the construction of a parking facility that will be available to the general public in support of the existing and future commercial businesses at the Lake Anne Village Center and other public amenities (including, but not limited to, urban parks, landscaped or natural area open space, paths, drainage, environmental enhancements, landscaped bio-retention drainage facilities), and for bicycle parking and storage. To the extent feasible, LADP will locate the improvements in such a way as to maintain existing trees along the edges of the RA Property. None of parking spaces to be built on the RA Property shall be used to satisfy private residential uses anticipated within the proposed redevelopment, or otherwise designated for those residents. It is anticipated that LADP may provide a partially subsidized public or commercial bikesharing facility within the RA Property, which shall also be permitted. Other Work to be undertaken by LADP During the proposed development of the Lake Anne Village Center, and on a phased basis, LADP and its various development affiliates agree to undertake certain additional on-site and off-site improvements in the area around the proposed redevelopment. Those various improvements would include the following: LADP shall provide landscaped areas and/or protect existing vegetation around the proposed parking facility; LADP shall include various connecting pathways through its proposed development on the Crescent Property to connect the expanded Village Center to the RA Green and Blue Trail systems; LADP shall provide various non-dedicated, but otherwise accessible to RA members, public amenities throughout the proposed redevelopment, which shall include water feature(s), public art and pocket-parks for passive recreation; LADP shall relocate certain Holly trees that currently exist on the RA Property (estimated at between 5 and 10), and which are suitable candidates for healthy relocation, to the LAPD Exchange Property, other locations within the Crescent Property, or to Lake Anne Park; LADP shall agree to install light fixtures on the new pathways within the Crescent Property, and ten (10) that otherwise adjoin the development parcels (particularly in the Brown s Chapel and Lake Anne Elementary locations) as determined mutually by LADP and RA; LADP shall also agree to subsidize fifty percent (50%) of the cost of each of the following scheduled Capital/Repair and Replacement Projects on the RA longterm capital budget (and 25% of the Lake Anne Dredge, up to $200,000) at such times as RA funds the remaining cost for the same, but not earlier than date of issuance of the first new occupancy permit on each of the noted phases of the proposed redevelopment, but not later than the outside dates noted below: o Lake Anne Park Tennis Court Color Coat (First Phase Affordable Units 12/31/2016) o Lake Anne Park Parking Lot (Second Phase Townhomes 12/31/2018)

Ms. Cate Fulkerson, Acting CEO October 18, 2013 Page 4 o Brown s Chapel Multi-Purpose Court (Village Plaza Extension on Land Unit A 12/31/2021) o Lake Anne Park Tot Lot (Final Phase of Townhouses 12/31/2023) o Lake Anne Dredge (High Rise Tower 12/31/2025 - $200,000/25%) Land Exchange Swap is Contingent on Success of the Entitlements The proposed exchange of land and additional exchange consideration outlined in this LOI, and in the successor Definitive Agreement contemplated hereunder, shall be fully contingent upon the success of the LADP Entitlements. In the event that LADP is unsuccessful in securing approval of the LADP Entitlements, or otherwise fails to consummate the contemplated Development and Disposition Agreement with the County for the Crescent Property, then neither RA nor LAPD shall have any obligation to consummate the exchange outlined herein. A Definitive Real Property Exchange Agreement is Required This LOI is intended to be an outline of the general business terms of the proposed Land Exchange, and, if approved by the RA Board, we will immediately prepare a Definitive Real Property Exchange Agreement consistent with this LOI (the Definitive Agreement ).. The parties agree that this letter is non-binding and that the parties will be bound only by the terms of a Definitive Agreement, which has been fully executed and delivered by the parties If there are any questions or other clarifications needed, please do not hesitate to call me to discuss them. We look forward to the Public Hearing on this matter which we understand is scheduled for the evening of October 24, 2013. Once again, we appreciate your and the entire Reston Association s cooperation in this matter which we believe will contribute to the successful revitalization of the Lake Anne Village Center! Thank you. Very truly yours, Agreed: David L. Peter Manager, LADP Ken Knueven, President, Reston Association cc: Stacy C. Hornstein Ken Knueven Eve Thompson

EXHIBIT A MAP #: 0172 08 0006C RESTON HOME OWNERS ASSN N/A

EXHIBIT B [Diagram depicting proposed layout of the LADP Exchange Property]

EXHIBIT B-1 [Diagram depicting proposed alternative layout of the LADP Exchange Property if road access to Baron Cameron Avenue is not achieved]