By Olivia Anderson | oanderson@alextimes.com

What started as murmurings around what will happen to the Inova Alexandria Hospital site off Seminary Road when Inova builds a new complex at Landmark Mall ruptured into tense debate after documents recently emerged outlining an old agreement between the hospital and the Seminary Hill Association that restrict density at the current site.

These documents had been mentioned in passing during discussions with nearby residents and in a city staff report. But current SHA leaders, who didn’t have a copy of the agreement, were in the dark about the document’s specifics until they tracked down former association president William Dickinson, who had preserved the notarized agreement and other documentation.

The private agreement voiced support for zoning changes – which were approved by City Council in 2002 – to allow for the hospital’s expansion in exchange for a pledge by the hospital not to seek rezoning on the site for 25 years. The agreement was put in place when Alexandria’s only hospital sought to add 55,400 square feet to its campus off Seminary Road, and was an effort to keep peace with its neighbors in the residential neighborhood.

Although the private document isn’t set to expire until Feb. 23, 2027, earlier this year Inova submitted a zoning request to the city seeking to change the property’s land use designation from Institutional to RA, which would have allowed for high-density apartments and condominiums at the site.

After significant community pushback, Inova changed that request to RB, which is Residential Medium, and would allow townhomes and single-family residences on the property.

But Inova Alexandria did not attempt to amend its private agreement with SHA.

City Council subsequently approved Inova’s rezoning request at the June 19 public hearing, propelling the Landmark Mall project forward and eliciting diverse community reaction.

Seminary Hill residents argued that Inova’s application violated the 2001 agreement. Inova said the application was legitimate, in part because the hospital site will not be redeveloped until at least 2028, at which point the agreement with SHA would be moot.

The agreement can be interpreted differently depending on the lens through which it’s read, City Councilor Amy Jackson said in an interview. Regardless of what happens, Jackson emphasized that these remain preliminary conversations and no redevelopment at the site will actually take place until 2028.

“It’s basically splitting hairs – [SHA doesn’t] want the process to start until the date, and here we’re starting a process, but it won’t be completed until that date,” Jackson said. “If you read the contract, that agreement between the two parties, in that regard, you could read it either way.”

While the future of the current Inova property remains uncertain, a glance into the site’s history provides some clues toward its potential trajectory.

The agreement’s past

Back in the summer of 2001, Inova Alexandria desired to expand the footprint of its steadily growing facility. Wary that doing so would require a special use permit and likely result in controversy, then Inova Health System Vice President Kenneth Kozloff approached William Dickinson, who headed SHA at the time, in hopes of preventing this outcome, according to Dickinson. (Kozloff declined to be interviewed for this story.)

Dickinson agreed on the need to talk, so the two entered into negotiations and put together a small task force to iron out an agreement. According to the original document, both sides agreed to the necessity of Inova’s proposal for medical service improvements and off-street parking facilities for employees and visitors.

“It was mutually understood by members of the Seminary Hill Committee and the representatives of Inova that Inova needed to enhance its ability to provide emergency services and critical care facilities,” the document would eventually read.

Both sides also concurred that any formal arrangement must accommodate community concerns surrounding the hospital’s presence in the residential area.

“We had session after session with Ken, and it was give and take,” Dickinson said. “ … We worked out an agreement particularly with some buffer zones around the hospital to protect the residential neighborhood and protect some open space.”

The result was a contract, signed on Oct. 19, 2001 by Dickinson and Kozloff, that gave permission for Inova to construct a new emergency department building and a three-story parking structure consisting of approximately 750 spaces as well as the hospital’s pledge to remain in its newly designated R-20 and R-8 zone for the principal hospital and Howard Street parcels.

“Inova will proffer as a condition of its rezoning application … not to apply for rezoning of the Howard Street Parcel to R-12 or other less restrictive zone for a period of 25 years from the date the rezoning application is approved by City Council,” the agreement reads.

With the help of late attorney and SHA board member Dick Hobson, who turned the agreement into a legal document, Dickinson said the codified agreement passed through the Planning Commission “like melted butter.”

“It was a process we went through, and it worked. It worked very well; I’m very proud of it,” Dickinson said.

The agreement then went to City Council, where the Oct. 25, 2001 Washington Post quoted former Mayor Kerry Donley expressing support for how “both sides got together.”

“[They] recognized their competing interests and were able to strike a compromise that does serve the community,” Donley said at the time during a City Council meeting. “Not only does it permit the hospital to undertake needed expansion, but there are some guarantees for the neighborhood as well.”

When asked about the overall purpose of the 2001 contract, Dickinson’s answer was simple: “Well, to make sure the agreement we had come up with would be complied with,” he said, adding that the collective assumption was that it was binding. “I mean, why would we have gone through that approach [of getting it] legally written if we didn’t think it was going to be binding?”

Another rezoning

Twenty years later, Inova Hospital found itself before City Council again for a similar request: to rezone the property site. But this time it was for RB, which will allow up to 380 townhomes on the 33-acre site – an increase from the former 162 approved homes.

For Inova, the request was a necessary step toward transitioning to Landmark Mall, land use attorney Cathy Puskar said at the June 19 public hearing, citing a need for proceeds from an RB-zoned property to fund a new hospital campus.

During the public hearing, Puskar, who represents Inova, also said that the hospital might leave the city if its rezoning application was not approved as requested. Puskar did not respond to an interview request from the Times.

Councilor John Chapman questioned this assertion during discussion.

“That’s what I heard and I was concerned by it, because I had been assured in earlier meetings that that was not the case. And so, for that to come back up leaves me some questions,” Chapman said in an interview, adding that he asked “point blank” in prior conversations with Inova officials whether the city would have a hospital should the deal fall through.

To SHA, Inova’s request for rezoning – and its subsequent approval – was both erroneous and incongruous with the private 2001 agreement.

Carter Flemming, the current SHA president, wrote in a letter on June 11 to council that “Inova has already breached this agreement with us by proceeding forward with a rezoning application to the city at this time without amending the existing agreement with Seminary Hill Association.”

However, prior to the June 19 public hearing, Inova held three open meetings for community members to air frustrations, concerns and questions and one for SHA. At the time, SHA encouraged Inova to change its high density RA request to an RB request. Inova agreed to this, and SHA expressed subsequent support.

At the public hearing, Puskar accused SHA of retroactively going back on its previous position by requesting that the application be once again sent to the Planning Commission.

“SHA affirmatively requested that [Inova] apply for a change of zoning to RB,” Puskar said, asserting that SHA’s new shift was last minute.

Puskar said that by engaging in conversations at the community meetings, SHA had made a de facto agreement to void the private document.

De facto, by definition, is a legal term meaning “in fact” or “in reality,” and refers to affairs that are true albeit not officially sanctioned.

SHA claimed it changed its position because Inova had failed to disclose during meetings with them that it had a private, notarized agreement with the association.

“That was never discussed at any of the meetings. We’re a civic group, we’re not the city, and so we got busy and by a miracle found that agreement. That’s why it was last minute,” Flemming said. “If they had brought this up during the previous meetings, we could have said ‘Wait a minute then, if you have this agreement with us, we need to negotiate.’ But we weren’t aware of it.”

Inside the staff report accompanying the June 1 Planning Commission meeting, SHA discovered a sentence in Section 1 that states, “In addition to the zoning proffers there is also a private agreement between Inova and Seminary Hill that would require future amendment.”

So, on June 11, Flemming sent Inova President Dr. Rina Bansal an email proposing negotiations regarding the former agreement. In the letter, Flemming offered to accept the increased density RB zoning would bring, even though Inova had pledged in the document to not seek rezoning for five more years, in exchange for a new written agreement.

“In return for our concession not to press for adherence to the agreement, we in return request a formal statement … that [Inova] will modify the agreement to say that if RB zoning is approved for the property, the hospital agrees to not seek further rezoning for a period of 10 years, and sell the property to a buyer committed to the RB zoning designation,” the letter reads.

Bansal, who denied an interview for this story but instead referred to her letter, declined SHA’s request in response to Flemming’s letter, calling attention to Inova’s dedication to “open and transparent communication” since Dec. 22, 2020, when Puskar first reached out to Flemming to discuss the request and through the subsequent community meetings that took place.

“Given the amount of effort, communication, and collaboration that has gone into the process, you can imagine our surprise to receive this request … one week before the City Council hearing,” Bansal said.

In the email, Bansal reiterated that the RB zone is a “necessary component” of Inova’s ability to finance the construction of a new state of the art medical campus at Landmark Mall.

Bansal also claimed that Inova did in fact discuss the 2001 agreement at the first community meeting in response to comments from residents Jack and Paula Sullivan.

“We have acted in good faith and consistently with the 2001 Agreement and have appreciated the level of engagement that SHA has contributed to this process. We now request that you reconsider your latest position on this matter so that we can all move forward together …” Bansal said.

The path forward

Flemming stressed that SHA does in fact support Inova’s transition to Landmark Mall. The group simply doesn’t want whoever purchases the land to apply for and receive an RA, higher-density permit, which it views as a clear possibility, given that Inova originally requested higher density.

“We don’t want to be painted by the city as standing in the way of first-class healthcare for everybody in Alexandria,” Flemming said. “That was not our goal; what our goal is is to protect the character of the neighborhood we live in, to keep the community in the heart of a residential area to keep it residential in terms of not building high-rise apartments there.”

But, according to Jackson, this might not be a cause for perturbation. While she said the city cannot inject itself into a private agreement between Inova and SHA as it’s “not our part to play,” Jackson also mentioned that the permit application process exists for a reason.

“They want a promise nobody can give them, which is, ‘Will zoning be changed in the future if a developer wants something?’” Jackson said. “But I also know that we have very engaged citizens, and honestly, I know I would be opposed to anything more than the density proposed with the rezoning for single family and townhomes because I just don’t think it’s appropriate right there.”

What does belong at that site has yet to be determined, but Jackson has some ideas. At the public hearing, she clarified with staff that the Seminary Road site could hold a school under RB zoning.

Because council promised five new schools within the next decade in its most recent Capital Improvement Program, Jackson said her eyes are constantly peeled for where that might be.

“I know everyone looked at me like I had three heads when I asked that … but if we’re not talking about schools then we’re never going to be talking about schools, so I’m always going to be that person,” Jackson said.

Meanwhile, Flemming said SHA plans to seek legal advice on where it stands in regard to the written agreement and whether Puskar’s statement that Inova doesn’t need to make amendments is “legally valid.”

As for the future of Inova Alexandria, Chapman told the Times that rezoning is just one small puzzle piece in the overall transition to Landmark Mall and will require a number of future conversations.

“I’m going to make sure the first conversation I have is about what the potential plans are if things work out like they’re supposed to, or if things don’t work out,” Chapman said. “ … I expect, before I vote on anything, to have it be very clear with not only myself but also the public about what the choices [Inova] is going to make are.”

Despite the various entanglements, negotiations and bumps along the way, Jackson emphasized that council voted unanimously to rezone the Inova Alexandria campus with the north star of ultimately benefiting the community as a whole.

“We want Inova going forward with their innovation on Landmark, stabilizing that and bringing that to fruition after, what, 25 years?” Jackson said. “We want to be innovators, we want to be the future, and in order to be the future you’ve got to make some concessions, and this right now I think is a good way [to] do that.”