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Julia Mattingly moved into her condominium about five years ago. Retired and ready to downsize, she and her husband were drawn to a tiny enclave of homes, nestled in a forested area just off Fenwick Street in downtown Leonardtown.

“There’s a quietness. A serenity,” she said. And now, people wonder “is that going to be going away?”

Mattingly, married to Leonardtown councilman Roger Mattingly, was among about 20 residents from the Foxwell community and others who came to speak at Monday evening’s town council meeting.

The group filled the pews, set out several folding chairs and spilled into the hallway of the small conference room during a public hearing about a plan to build 119 to 142 apartments in a complex called the Hamptons at Leonardtown, slated for a 12½-acre lot just northwest of Foxwell and east of St. Aloysius cemetery.

Residents stood up, asked questions, and read long lists of concerns.

A mother with students in Leonardtown schools said the project could bring hundreds more children and lead to overcrowding. Others wondered who their new neighbors might be, how long they would stay, whether they would cause traffic congestion and make too much noise.

“With that many apartments, are we inviting crime?” Roger Mattingly asked.

Trying to ease some of the fears, Mayor Dan Burris said, “You’re not limiting yourself to any demographics now.”

Several have compared the development to luxury apartments at Abberly Crest in Lexington Park and Settler’s Landing in California.

It would be a good housing option for young professionals, Burris said.

Council members voted 4-1 to approve just the concept of the new development, allowing Waldorf-based Saba Group to continue with a months-long process of meetings and approvals necessary to ever break ground. No date for completion has been finalized. Hayden Hammett, Leslie Rogers, Tom Combs and Jay Mattingly voted in favor of the development. Roger Mattingly said no.

“Nothing has been offered to Foxwell that they’re interested in at this time,” he said.

“Frankly, I think you’re going to build these and in 10 years think they look terrible,” said Academy Hills resident Branden Farthing. “You’re talking about something as big as a hotel,” he said. “You could easily add 10 percent to the population of Leonardtown,” which currently has about 3,500 residents, according to the U.S. Census Bureau.

Earlier this year, the state said Leonardtown Maryland’s had the fastest growth rate of an incorporated town in the state. Between July 2012 to July 2013, Census data shows 333 new residents called the town home, equaling a 10.5 percent population spike. It’s growth town leaders say they have planned.

And Foxwell homeowners live in a district that council members have long desired to see bustling with new residents, and more retail, green spaces and arts venues. The area is already zoned for multi-family living.

“I understand that there is development. Things have to move forward. I don’t have a problem with that,” Julia Mattingly said. But apartments, with renters who she worries will come and go through her quiet condominium community, may not be the answer, she said.

“I thought maybe they’d build something like what we have here,” she said about Foxwell. “We think about it a lot.”

Beyond the noise and traffic concerns, she worries about how close a proposed community center and pool would be to her own home, and how many trees would have to come down to make room for it all.

The town hopes the proposed community would have two entrances — one on Route 5, and the other onto Fenwick Street, which they think would reduce any chances of gridlock on either road and make it easier for residents to walk downtown. However, opening the apartment community onto Fenwick Street would require cutting across a portion of Foxwell’s property — another sticking point with residents. Homeowners plan to discuss the right of way with the developer before giving the go-ahead.

The apartment proposal is worth considering, proponents said.

“We really don’t have anything like this,” Town Administrator Laschelle McKay said from her office last week. “It’s going to be really nice.” The complex would have elevators and on-site management. The homes would be close to the hospital, schools, government offices and the community college. The developer also would have to allow all Leonardtown residents to use certain amenities, such as nature trails and a playground.

Downtown bookstore owner Joe Orlando, as well as the county’s acting director of economic development, Robin Finnacom, both said they were in favor of the concept.

“It would create housing choices in Leonardtown,” Finnacom said. It’s the county’s second largest development district, so it seems like a natural fit. Housing, she said, is a driver for other parts of an economy.

“The only thing that makes a downtown successful are the businesses,” Orlando said. “If we don’t have places for people to live and support the businesses, downtown will dry up.”

Council members Monday seemed to agree, approving the concept plan for two three-story buildings with a total of 119 apartments. “It’s everything our architectural guidelines have asked for,” Hammett said before the vote, explaining that the development would go up, rather than spread out.

Saba Group president Farhad Saba said he plans to request a variance that could allow the company to instead erect two four-story buildings with 142 two- and three-bedroom apartments.

Rent is expected to range from about $1,200 to $1,600 a month, McKay said.