Liberty Lot

LEESBURG LIBERTY LOT 07.15.2022 07.15

ORGANIZATION CHART 2-acre Liberty Street Lot Owned 100% by the Town of Leesburg

Remove Covered Dump

Subdivide Lot

Affordable Housing

Performing Arts and Conference Center

1 Acre Retained by the Town

1 Acre Sell (Fee Simple)

Good Works, LLC Co-Developer

coordinated

Waukeshaw Development, Inc. Co-Developer

SUBS

Civil Bowman

Architect DBI

Davis Construction Contract A

SUBS

coordinated

Davis Construction Contract B

Architect DBI

Civil Bowman

Performing Arts D.M. Reid

“... identifying areas like the Old & Historic Downtown and the Arts and Cultural District, for which the Plan focuses on reinforcing character with tactical investment and public investments.”

Legacy Leesburg Town Plan for Leesburg, VA Adopted March 22, 2022

Aimed at achieving the best and highest uses of the 2.03-acre Liberty Lot parcel, adjacent to both the heart of Old & Historic Downtown Leesburg, as well as the Arts & Culture District, this proposed project brings together several high-priority objectives of Legacy Leesburg as adopted into the most recent Town Plan for Leesburg, on March 22, 2022. In a singular landmark destination, this project would: • • •

Deliver to the Town a long sought-after Performing Arts Center [PAC]; Address a growing need for senior affordable housing; Provide the Town with additional parking spaces, in an enclosed, multi-level parking structure.

Working together for more than a year to develop a plan that improves and brings new value to the under-utilized parcel that is Liberty Lot, a group of engaged local entities, as well as a number of interested private citizens have envisioned an approach that would create a dramatic yet pragmatic addition to the Town that addresses cultural, societal, and economic needs identified in Legacy Leesburg, The proposer recognizes that the RFP clearly states that “The Town envisions selling the parcel fee simple to a developer or developers.” However, the RFP also states that the Town “will consider alternative proposals.” In support of this broader approach, the RFP includes the “Guidelines for Implementation of the PublicPrivate Education Facilities and Infrastructure Act of 2022, as Amended” (PPEA).

In our view, the highest and best use of the Liberty Street lot can most effectively be achieved by a Public/Private Partnership where a portion of the lot is sold fee simple, and the balance of the lot is retained in Town ownership for multiple public uses and benefits.

The project, as presented by this proposal, envisions dividing the site roughly in half. The western-most half would be sold to be developed into an approximately 65-unit senior affordable housing apartment building. The senior affordable housing component of the project will be anchored by Good Works LP. A Virginia-registered, Limited Partnership, Good Works was formed to build, own, and operate affordable housing in Northern Virginia.

Headquartered in Loudoun County, Good Works is adept in navigating the funding, planning, approvals and management of details related to building affordable housing in the greater Virginia community, all in strict adherence to Virginia housing regulations. The Good Works team has more than 17 years of experience managing and working with Federal Low-Income Housing Tax Credits, HUD bonds and VHDA low-interest loans together with Federal, state and local grants to finance attractive, certified “green” apartments with rents well-below market rates.

The remaining portion of the site would remain in the Town’s hands, as a Public-Private Education Facility. Waukeshaw Development, a Petersburg,

The subject building, as conceived, will have many uses that fall into five categories. First, existing public parking will be expanded by approximately 50 spaces, resulting in 175 parking spaces to be used in whatever way the Town believes best serves the community. Second, the 450 seat PAC and its large reception area/lobby/art gallery is anticipated to have regular productions, evenings and weekends. Third, as the PAC’s theater component can be converted into a flat floored conference facility, it is anticipated that various corporate and other large meetings will occur there on a regular basis (and, as needed, for various public meetings and hearings with anticipated audiences in excess of Council Chamber capacity). Fourth, the building is anticipated to include a meeting and education center that can be used by various organizations for meetings and educational programs. Lastly, the 4,000 sf restaurant, anticipated to be leased to a private operator by the Town, and the outdoor park amenities, will not only complement and support the PAC activities but will also draw regular independent users.

This project, once operational, will serve as an economic boon to Leesburg, bringing entirely new revenue streams to storefront businesses and restaurants, as visitors and tourists will patronize those establishments as part of their cultural arts experience. Along with this increase in street-level activity will also come an attendant uptick in foot traffic across the Old & Historical and Arts & Culture districts, as patrons visit new areas of town, wait for their dinner reservation or the start of the show they have come to see. An uptick in foot traffic would be a significant net gain for Leesburg, as visitors from beyond Town limits will begin to discover their new “favorite little store,” or “the best coffee shop in Loudoun County.” These new customer relationships will result in return visits to the Town, completely independent of the performing arts center, and will serve, overall, to broaden the base of Leesburg’s day-to-day commerce. These results will be measurable, as a benefit to the Town’s business community, from the outset.

The Town itself will also benefit directly from these new sources of revenue, in the form of a broader stream of consumer taxes, from the patrons of the Town’s business community. Moreover, this revenue will come at no cost and significant gain to local businesses, as they will simply be passing through the same percentage of what will increased receipts.

The Town will also see a bump in revenue in property taxes that would accrue due to the addition of senior affordable housing. All in all, Town commitment to and investment in a project that brings affordable senior housing and a performing arts center will constitute a long-term investment in Leesburg that will pay off in innumerable ways.

Liberty Lot represents the best opportunity to achieve many of the goals laid out in Legacy Leesburg and the adopted Town plan. The project, as proposed, will yield predictable outcomes for the Town, with predictable baseline revenue streams, while providing the potential for positive impact far and above those predictions.

VA-based real estate development firm that has completed a variety of new build and reuse projects in small communities throughout Virginia and North Carolina will handle development of the Performing Arts/Convention Center, restaurant, Georgetown Park enhancements, and the balance of the public parking, occupying the eastern half of the existing Liberty Street lot. Waukeshaw leads revitalization and rehabilitation efforts throughout Virginia and works to advance unique projects around the state in numerous historic communities. Current adaptive reuse and historic tax credit developments, in varying project stages, comprise more than 500,000 square feet and reflect a value of more than $90 Million. As is the norm in many jurisdictions, it is proposed that this half of the project should continue to be owned by the Town of Leesburg. Thus, on this side of the project, Waukeshaw will work with the Town to write a contract to deliver the PAC, restaurant, and parking for a set contract price. This is very similar to a design-build contract, with which the Town is already very familiar.

Civil engineering for the project will be provided by Bowman Consulting LTD [Bowman], a nationally known and respected engineering firm, with a significant history in Leesburg and Loudoun County. Bowman will provide the expertise and guidance to clear the dump on which Liberty Lot sits, to address the known and hidden environmental issues required before any activities that disturb the soil at the site can begin.

Design of the Performing Arts/Conference Center and Parking Structure effort will be led by DBI Architects Inc. [DBI], an architectural and interior design firm located in Reston, VA. DBI has a rich 50-year history in the region, including significant work with both the Town of Leesburg and Loudoun County. Since its inception in 1973, DBI has provided full-service architecture and interior design services across the region and the United States, as well as internationally. DBI brings a wealth of knowledge from a considerable amount of work creating spaces like those outlined above.

Their work as designer and project architect on the Constitution Center in Washington, DC provided a 400-seat Auditorium, an 8,000 SF fitness center, full-service cafeteria, and a Secure Conferencing Center, as well as 370,000 sf of adjoining office space for the National Endowments for the Arts and Humanities and others. Work for the Securities and Exchange Commission, also in Washington, DC, provided a visitors center, a 500-seat auditorium, testimony and hearing rooms, training rooms, a closed commission hearing room, and a library. Closer to home, DBI was retained by Reston Bible Church to provide Master Planning, Architectural Design, Interior Design and Furniture layout services for a new church facility on a 23acre site in Eastern Loudoun County. The interior spaces include a 900-seat sanctuary, 4,500 sf Meet and Greet, classrooms for nursery to fifth grade, adult education, and office space.

DAVIS Construction [DAVIS] will provide construction services for the project. A well-known entity in the Washington Metropolitan area and beyond, DAVIS understands that significant research and experience is required for specialty construction projects like theaters, requiring a great deal of planning, quality control, and experience. DAVIS’s portfolio includes The Woolly Mammoth Theatre Company, the Ford’s Theatre Center for Education and Leadership, the Fillmore Silver Spring, and many others.

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Structure of Proposer Three different uses are incorporated in this proposal for the Liberty Street lot: a Performing Arts/Convention Center (including a restaurant); agerestricted (senior) affordable housing; and public parking. Because of regulatory and financing reasons, all of these uses cannot proceed under a single contract. For that reason, as shown on the Organization Chart attached, we are submitting two proposals, carefully coordinated to be in parallel. One proposal is for the senior affordable housing, with a portion of the public parking. The other proposal is for the Performing Arts/ Conference Center, restaurant, and the balance of the public parking. In what follows, we refer to the two proposing organizations as “Co-Developers.”

Co-Developer for Senior Affordable Housing: Good Works, LP Good Works is a Virginia Limited Partnership (LP). Its General Partner is Hart, McMurphy & Parks, which is wholly owned by G. Kimball Hart. As Owner, Mr. Hart will be the senior principal who will manage this contract and execute the agreement on behalf of this proposer. Please see the a resume and qualifications of Good Works at the end of this proposal.

The Senior Affordable Housing portion of this project, including both resident parking and a portion of public parking, will occupy approximately half of the Liberty Street lot. In order to meet state and Federal rules for projects funded with tax credits and to meet Loudoun County policy for projects receiving County loan funds, it is required that the lot be owned fee simple by the affordable project developer. In this case that is Good Works.

Shreveport Ridge | 98 units | Brambleton, VA Good Works has already selected the team that will work on this project: Architect to be DBI; Civil Engineer to be Bowman; and General Contractor to be DAVIS Construction. Good Works will execute standard professional contracts with each of these firms. And, per Virginia Housing rules, a set of books will be kept solely for this affordable “side” of the project. However, as is clear on the Organization Chart, these same sub-contractors will also be selected to work on the PAC side of the project and these contracts will be carefully coordinated so that the project can be built all at the same time.

Co-Developer for the Performing Arts/Convention Center: Waukeshaw Development Waukeshaw Development is a Petersburg, VA-based real estate development firm specializing in adaptive reuse and historic preservation projects.

They have completed a variety of new build and reuse projects in small communities throughout Virginia and North Carolina. Dave McCormack will be the senior principal who will manage this contract and execute the agreement on behalf of this proposer. The resume and qualifications of Waukeshaw Development are provided at the end of this proposal. The Performing Arts/Convention Center, restaurant, and the balance of the public parking will occupy the other half of the existing Liberty Street lot. Because it is the norm in other jurisdictions, and because this is a situation very similar to Ida Lee Park, we are proposing that this half of the project should remain owned by the Town of Leesburg. Thus, on this side of the project,

Waukeshaw will work with the Town to write a contract to deliver the PAC, restaurant, and parking for a set contract price. This is very similar to a designbuild contract, with which the Town is already very familiar.

As can be seen on the Organization Chart. Waukeshaw has already chosen to work with: DBI as Architects; Bowman Consulting as Civil Engineer; and DAVIS Construction as General Contractor. As stated above, although under separate contract, using the same subcontractors with coordinated contracts makes it possible to design and construct this project on a small, urban site in the most economically efficient way.

Blind Tiger Filmworks | Petersburg, VA

Note, also, on the Organization Chart that the Waukeshaw team will be augmented by subcontracting with Ms. Daphne Maxwell Reid, who will provide a wealth of information as to the design and future operation of the PAC. Ms. Reid has had a long and distinguished career as an actress, film producer, and performing arts educator. Please see her biography at the back of this proposal.

Advisory Group An advisory group has also been formed to offer guidance in our pursuit of this RFP, including concerned private citizens with substantial relevant experience and personal interest in the project. Heading the group is Peter Burnett, Principal of Burnett & Williams, P.C. located in Leesburg, Virginia.

Peter has been practicing law in Leesburg since 1978 and has been committed to charitable activities in the Town, and in Loudoun County, for many years. He is a founding director of the Loudoun Abused Women’s Shelter, a founding director and Chairman of Loudoun Cares, Co-Chairman of the Downtown Improvement Association, founder and Chairman of the Loudoun Law Foundation, and founding Chairman of the Virginia Diversity Foundation, the parent organization of the Ampersand Pantry Project. Whether salvaging a historic Leesburg structure, building a home for a valued member of the community, or planning for the future of downtown Leesburg, Peter is tirelessly devoted to the common good.

Qualifications At over 750 affordable units built and occupied to date, Mr. Hart has led the creation of more affordable housing in Loudoun County than any other affordable housing developer. Early years, at the Windy Hill Foundation, focused on smaller, infill projects, including duplexes, quadplexes, and lowrise multifamily designs. More recently, at Good Works, projects are larger 96-125 unit multifamily projects, often on podiums, to preserve costly land in Eastern Loudoun. Completing these projects included the successful approval of 9 rezoning applications. Good Works is the only affordable housing developer headquartered in Loudoun County. Please see the list of successfully completed projects at the end of this proposal.

Waukeshaw Development Inc. has become a leader in the adaptive reuse and historic preservation development industry through nearly 20 years of development experience. Led by company President, Dave McCormack, the company began with the revitalization of a 6-block section of Old Towne

Petersburg and then expanded to small, untapped markets across Virginia. Waukeshaw uses creative tools such as public-private partnerships, Historic Tax Credits, and grants to achieve development goals. Waukeshaw has a portfolio of over 700 residential multifamily units, owns and operates three breweries/restaurants, as well as a golf club, coffee shop, AirBnBs, and campground. The company has two more breweries/restaurants, several multifamily projects, and a boutique hotel under development. The company has not only completed its own development projects, but has co-developed multiple projects and consulted with communities across the Commonwealth on their redevelopment goals. In total, the company has invested over $150 million in projects totaling 1.2 million square feet.

Past safety performance and current safety capabilities Construction contractor, DAVIS Construction is proud of their sterling safety record and won’t do anything to tarnish it. DAVIS is consistently ranked above the rest for excellence in safety performance.

DAVIS lives by the adage that no job is too important to take shortcuts on safety. In DAVIS’s view, it is important to look at safety in terms of more than just jobsite safety, but as personal safety. Keeping every individual safe and secure is vitally important to the company — and to the success of the project. DAVIS trains their employees in general safety as well as jobsite-specific safety, and strives to continuously communicate the importance of keeping safety top-of-mind.

Safety is more than a habit. It’s a mindset each of the team members will employ on every project, achieving industry recognition for excellence in safety performance. DAVIS holds their partners and subcontractors to equally demanding standards.

Getting everyone home safely at the end of the day is DAVIS’s highest priority, holding everyone accountable on every project for the wellbeing of both staff and subcontractors. Through continuing education, jobsite inspections and weekly reviews, DAVIS provides the training necessary to ensure compliance across the board. The commitment to safety begins and ends with established on-site practices. An experienced safety manager is appointed to each project, who is involved from day one in planning and hazard analysis. Through the project’s lifecycle, this expert works with the entire team as a key resource, providing oversight and conducting weekly safety inspections. At the daily level, the DAVIS superintendent takes primary responsibility for jobsite safety. With a minimum of 30 hours of OSHA certification, this jobsite supervisor is trained to recognize potential safety hazards.

They address concerns and identify solutions in weekly Toolbox Meetings, engaging the entire team in safety compliance. Certified First Aid/CPR staff are always on-site and available for all work activities to respond to incidents and emergencies. As part of internal corporate learning initiatives, field teams are updated on the latest trends and issues in safety management, providing in-house education throughout the year.

Past Technical Performance As shown table of “Affordable Housing Experience,” provided with the company resume at the end of this proposal, between 2014 and 2020, Mr. Hart completed four projects which could be considered comparable in size and complexity to the affordable senior project proposed here: Shreveport Ridge Apartments (98 units); Heronview Apartments (96 units); Stone Springs apartments (128 units); and Ashburn Chase Apartments (96 units). All of these projects were completed on time and within budget. There were no legal claims filed in regard to any of these projects.

Hart, McMurphy & Parks, the General Partner of Good Works has been in business in Virginia for over 40 years. Mr. Hart has had roughly 25 years of experience working with the non-profit Windy Hill Foundation--13 years as the volunteer President and 12 years as the Executive Director. Good Works, a for-profit affordable housing developer, has been in operation for five years.

Waukeshaw Development, Inc. was selected as the co-developer of the Performing Arts/Convention Center because they have extensive experience in real estate development in small communities across Virginia since 2004. With more than $150M of adaptive reuse and new construction projects now complete, Waukeshaw Development has successfully developed properties in markets across Virginia such as Petersburg, Hopewell, Bedford, Amherst, Vinton, and Blackstone, and has established itself as a pioneering development company in diverse markets.

DAVIS Construction has been selected as the General Contractor for this project, in part, because it has significant experience in the construction of PACs. For the senior affordable housing project, per the rules of Virginia Housing, DAVIS Construction will provide a Letter of Credit to insure timely completion of the project. As to the PAC side of the project, DAVIS Construction will provide standard Performance Bonds to insure completion of the project. These guarantees are in addition to the stellar performance record of the company and their substantial balance sheet, which speak for themselves.

Contact information for Key People G. Kimball Hart Good Works LC kim@goodworksva.com (540) 687-5866 102 W. Washington St. Middleburg, VA 20117 www.goodworksva.com Dave McCormack Waukeshaw Development, Inc. dave@waukeshaw.com 245 E Bank Street Petersburg, VA 23803 www.waukeshaw.com Mark Baker Bowman Consulting mbaker@bowman.com (703) 669-5340 101 South Street SE Leesburg, VA 20175 www.bowman.com

Al Storm DBI Architects, Inc. astorm@dbia.com (703) 787-0882 1984 Isaac Newton Square West Suite 400 Reston, VA 20190 www.dbia.com Jim Davis DAVIS Construction jdavis@davisconstruction.com (301) 881-2990 12530 Parklawn Drive Rockville, MD 20852 www.davisconstruction.com

Daphne Maxwell Reid msdaphne@mac.com www.daphnemaxwellreid.com Peter Burnett Attorney, Burnett & Williams peterb@burnettwilliams.com (703) 777-1650 105 Loudoun Street SE Leesburg, VA 20175 www.burnettwilliams.com