proffer analysis route 7 corridor

ROUTE 7 CORRIDOR

PROFFER ANALYSIS

Prepared by Susan GlassProffer Manager

April 2007

2 Route 7 Proffer AnalysisApril 2007

TABLE OF CONTENTS

1............................................................................................HARPER PARK: ZMAP 1992-0001.

.............................................................................................................................................8

2...............................................................................................LANSDOWNE: ZMAP 1994-0001.

.............................................................................................................................................9

3...........................................................LANSDOWNE VILLAGE GREENS: ZMAP 2003-0006.

...........................................................................................................................................12

4......................................................................................................BELMONT: ZMAP 1996-0003.

...........................................................................................................................................13

5............................................................BELMONT EXECUTIVE CENTER: ZMAP 1997-0009.

...........................................................................................................................................16

6.........EVANS: ZMAP 1986-0040 (NOTE: ENTERED INTO LMIS AS ZMAP-1986-0400).

...........................................................................................................................................17

7........................................................................................................ASHMILL: ZMAP 1986-0041.

...........................................................................................................................................17

8..JANELIA FARM/HOWARD HUGHES MEDICAL INSTITUTE: ZMAP 1986-0054/ZCPA

1997-0007..........................................................................................................................18

9...................................................ASHBURN VILLAGE: ZMAP 1984-0007/ZCPA 1990-0001.

...........................................................................................................................................22

10................................................................................................ASHBROOK: ZMAP 1994-0012.

...........................................................................................................................................23

11.................................................POTOMAC FARMS BUSINESS PARK: ZMAP 1986-0033.

...........................................................................................................................................26

12.........................................................................................ONE LOUDOUN: ZMAP 2005-0008.


...........................................................................................................................................28

13...................................ONE LOUDOUN CENTER/POTOMAC GREEN: ZMAP 2002-0016.

...........................................................................................................................................31

14.............................................UNIVERSITY CENTER: ZMAP 1993-0001/ZCPA 1992-0009.

...........................................................................................................................................32

15...COMMONWEALTH CENTER (LOUDOUN POINTE): ZMAP 1990-0001/SPEX 2006-

0003...................................................................................................................................35

16............................BROAD RUN ASSOCIATES LOUDOUN SQUARE: ZMAP 1984-0008.

...........................................................................................................................................36

17........................................................CROSS CREEK BUSINESS PARK: ZMAP 1986-0058.

...........................................................................................................................................36

19........................................................................DULLES TOWN CENTER: ZMAP 1990-0014.

...........................................................................................................................................38

20.................................................................................LOUDOUN VILLAGE: ZMAP 1990-0022.

...........................................................................................................................................39

21.........................................................................................................EDEN 2: ZMAP 1998-0008.

...........................................................................................................................................40

22.............................................................................................COUNTYSIDE: ZMAP 1984-0009.

...........................................................................................................................................41

23................................................................................PARC CITY CENTER: ZMAP 1994-0004.

...........................................................................................................................................41

24....................................................................................POTOMAC LAKES: ZMAP 1986-0013.

...........................................................................................................................................41

25...............SPRING LAKE MULTIFAMILY (CASCADES COMMONS): ZMAP 1991-0004.


...........................................................................................................................................41

26......POTOMAC RUN CENTER (PREVIOUSLY NORTHERN GATE): ZMAP 1993-0004.

...........................................................................................................................................41

27..........................................................NORTHERN GATE/GEORGELAS: ZMAP 1987-0028.

...........................................................................................................................................44

28.............................................................................................NORTH GATE: ZMAP 1986-0004.

...........................................................................................................................................44

29.........................................................................BERNARD M. CARLTON: ZMAP 0000-0330.

...........................................................................................................................................44

30.........................................................................................MIRROR RIDGE: ZMAP 1986-0026.

...........................................................................................................................................44

31......................................................................................CARDINAL GLEN: ZMAP 0000-0252.

...........................................................................................................................................45

32......................................ROUTE 7 PARTNERS (AUGUSTA CENTER): ZMAP 1995-0013.

...........................................................................................................................................45

33...........................................................RICHLAND BUSINESS CENTER: ZMAP 2002-0010.

...........................................................................................................................................46

34...........................................................................CEDAR LAKE CENTER: ZMAP 1992-0005.

...........................................................................................................................................47

35...........................................................BATMAN COMMECIAL CENTER: ZMAP 1985-0001.

...........................................................................................................................................48

36...............................................................................LAKELAND SQUARE: ZMAP 1988-0021.

...........................................................................................................................................48

37........................................................................SHURGUARD STORAGE: ZMAP 1996-0009.


...........................................................................................................................................48

38.............................................HERNDON JUNCTION: ZMAP 1988-0010/ZCPA 1994-0003.

...........................................................................................................................................49

39............................................GREAT FALLS CHASE: ZMAP 1987-0035/ZCPA 1992-0002.

...........................................................................................................................................49

40...............................................................................................ROUND HILL: ZMAP 1989-0004.

...........................................................................................................................................49

ATTACHMENT 1: PROFFER ACCOUNTING AND TRACKING REPORT ACTION ITEM

...........................................................................................................................................51

ATTACHMENT 2: MAP – ROUTE 7 CORRIDOR PROFFER ANALYSIS ......................54


Executive SummaryDuring its December 19, 2006 meeting, the Board of Supervisors directed staff to audit proffers and prepare reporting to account for the status of various proffers, including a report of transportation improvements (see Attachment 1). During the January 22, 20067 Transportation Land Use Committee meeting, staff was directed to initially focus on the Route 7 corridor, including Russell Branch Parkway and Riverside Parkway.

The Route 7 Corridor Proffer Analysis audits proffers that provide for improvements to Route 7, Riverside Parkway or Russell Branch Parkway. The proffers are presented with their respective Zoning Map Amendment Petition (ZMAP) or Zoning Concept Plan Amendment (ZCPA) application, which are sorted geographically beginning with Leesburg area applications and moving eastward to the County line. There is one western application that proffered improvements to Route 7, Round Hill, which is at the end of the document. A summary of each proffer is presented, followed by its status and the corresponding proffer text, which is in italics.

Route 7 is classified in the Countywide Transportation Plan (CTP) as a U6M principal arterial road. It has six travel lanes with left and right turn lanes at all intersections. Grade separated interchanges currently exist at Lansdowne Boulevard/Claiborne Parkway, Route 28, Algonkian Parkway/Atlantic Boulevard, and Cascades Parkway. As defined in the CTP, the ultimate condition for Route 7 is a limited access median divided urban arterial road with additional grade separated interchanges planned at Battlefield Parkway, River Creek Parkway, Route 659 (Belmont Ridge Road), Ashburn Village Boulevard, and Route 607 (Loudoun County Parkway). The right-of-way necessary to construct these interchanges has been proffered, and there are proffers that provide for the design, construction and funding of some of the interchanges.

Riverside Parkway is referred to as the Route 7 North Collector Road in the CTP. Riverside Parkway is classified as a U4M major collector road from River Creek Parkway to its intersection with Janelia Farm Boulevard. A half section of the road was constructed by the developer of Harper Park (Potomac Station) from River Creek Parkway to Potomac Station Drive. Lansdowne constructed a full section through their property and the developer of Janelia Farm constructed a full section to Janelia Farm Boulevard. The developer of University Center constructed Riverside Parkway as a U4 road through a portion of their property. A segment of the planned Riverside Parkway has not been constructed between Janelia Farm Boulevard and University Center.

Russell Branch Parkway is referred to as the Route 7 South Collector Road in the CTP. The constructed segments of Russell Branch Parkway are classified as a U4M major collector. The road currently extends from Ashburn Village Boulevard eastward through the Ashbrook property. Another portion of Russell Branch Parkway has been constructed and extends westward from Claiborne Parkway into Belmont Executive Center. The current version of the CTP depicts the ultimate condition of Russell Branch Parkway extending from Trail View Boulevard to Pacific Boulevard. The developers of One Loudoun and Commonwealth Center recently submitted construction plans to extend Russell Branch Parkway from its current terminus at the Ashbrook property line eastward across the Loudoun County Parkway.


The following table summarizes the current and anticipated balance of cash proffers that provide for improvements to Route 7 or regional transportation improvements in the area of the corresponding application. A Zoning determination must be requested before designating the use of these funds to specific projects. The County’s “proffer flexing” process may also be pursued to receive approval for an alternative use of the proffered funds.

APPLICATION PROFFERAVAILABLE BALANCE

ANTICIPATED FUTURE

CASHGreat Falls ChaseZMAP 1987-0035/ ZCPA 1992-0002

Route 7/Algonkian Parkway interchange $324,342.13

Harper Park ZMAP 1992-0001

Cash in lieu of construction to be used for regional road improvements $311,578.01

Lansdowne ZMAP 1994-0001

Residual Transportation Trust Fund $3,216.32

Janelia/HHMI ZCPA 1997-0007

Route 7/Ashburn Village Blvd interchange $3,943,750.00

Ashbrook ZMAP 1994-0012

Cash in lieu of construction to be used within immediate vicinity of property $2,079,650.56 *

Potomac Farms Business Park ZMAP 1986-0033

Cash in lieu of construction of 3rd WB lane of Route 7 $316,035.20

Potomac Farms Business Park ZMAP 1986-0033

Regional transportation improvement ($1.25/sq ft * 1,143,000 sq ft) $1,428,750.00

One Loudoun Center/Potomac Green ZMAP 2002-0016 Regional road

contribution $2,266,708.54Cross Creek ZMAP 1986-0058

Route 7 improvements $82,093.72

West Pointe Office Park ZMAP 1987-0030

Cash in lieu of construction of 3rd EB lane of Route 7 $137,564.00


APPLICATION PROFFERAVAILABLE BALANCE

ANTICIPATED FUTURE

CASHWest Pointe Office Park ZMAP 1987-0030

Regional road improvements $100,800.00

Loudoun Village ZMAP 1990-0022

Residual balance for cash in lieu of construction $5,233.08

Potomac Run CenterZMAP 1993-0004

Cash in lieu of improvements to Route 7 $173,417.72

Mirror Ridge ZMAP 1986-0026

Cash in lieu of improvements to Route 7 $138,105.86

Mirror Ridge ZMAP 1986-0026

Improvements to Route 7 in vicinity of property $184,002.93

Belmont Executive Center ZMAP 1997-0009

Cash contribution for transportation improvements or park and ride facility $150,000.00

University Center ZMAP 1992-0004

Transportation Trust Fund $57,961.11

Shurguard StorageZMAP 1996-0009

Improvements to Route 7 $12,928.83

Augusta Center ZMAP 1995-0013

Traffic signal at Route 7/Augusta Drive $92,196.28

Richland ForestTraffic signal at Route 7/Augusta Drive $35,083.12

Carters GroveTraffic signal at Route 7/Augusta Drive $13,709.65

TOTAL $5,780,227.86 $6,076,899.20

* The funds received for Ashbrook may not be expended until litigation is resolved.

1. Harper Park: ZMAP 1992-0001Proffer X.A provided for the reservation of approximately 15 acres in the northeast and northwest quadrants of the intersection of Route 7 and Route 653 (River Creek Parkway). This proffer was fulfilled by the dedication of 14.427 acres for the interchange as recorded in deed book 1576, page 869 and deed book 1719, page 1445.

X. TRANSPORTATIONA. Prior to approval of the first record plat or final site plan for an adjacent

residential development parcel as illustrated on the Development Plan, the Applicant will conduct a preliminary design study, which will utilize standard engineering methodology acceptable to the County and VDOT and which will analyze the amount of land required for construction of the northwest and northeast quadrants of the grade separated interchange proposed in the Route 7 Corridor Study in the approximate location shown on the Development Plan. The Owner will reserve approximately fifteen (15) acres of its real property located in the County and in the Town in a location that is generally shown on the Development Plan and that is consistent with the above-described preliminary design study to provide for construction by others of the northeast and northwest quadrants of the Route 7/653 grade-separated inter-change upon the portions of the Owner's property in the County and the Town shall be dedicated upon the earlier of: ( 1) recordation of the first record plat for the residential development portion of the real property located in the Town or the County abutting such dedicated portion of the Property; or (2) upon final approval by VDOT of the preliminary design of the Route 7/Route 653 grade-separated interchange. In the event the Owner or others establish by a study which is satisfactory to VDOT that the size or configuration of the interchange at Routes 7 and 653 does not require a full fifteen acres of land for construction of such interchange, then the amount of real property not utilized for the interchange may be utilized for development of uses that are consistent with this rezoning.

Proffer X.D(1) provided for the construction of an additional westbound lane on Route 7. Since the improvements were constructed by others, in accordance with proffer X.J (see below) the applicant contributed $277,839.00, which is recorded in proffer sequence #95060066. No funds have been distributed; the current balance is $311,578.01. Expenditure of these funds are limited to transportation improvements in the immediate vicinity of Harper Park.

D. At the time of first record plat approval for abutting portions of the Property, the Owner will construct or bond for construction: (1) an additional westbound lane of Route 7 from the eastern edge of the Property to the western edge of the Property; (2) two lanes of Route 653 from Route 7 at the existing Route 653 intersection to Riverside Parkway within the right-of-way shown on Exhibit A; and (3) the eastern two lane section of Route 653 from Riverside Parkway to the northern boundary of the Property along the Route 771 alignment as shown on the Development Plan.

Proffer X.E provided for the dedication and construction of a half section of Riverside Parkway. The dedication was processed with record plat SBRD 1997-0009, and the road was constructed as shown on CPAP 2002-0150.

E. As abutting portions of the Property are approved for record subdivision, the Owner will dedicate 120 feet of right-of-way in the area generally


shown on the Development Plan, to provide for the construction of Riverside Parkway as a four lane divided roadway. Concurrently with recordation of a final subdivision plat for adjacent residential Property, the Owner will construct or bond for construction a half section (2 lanes) of the planned four lane divided roadway between the western Property boundary and the eastern Property boundary.

Proffer X.H provided for the construction of a right and left turn lane to access the property from Route 7, modifications to the existing signal at intersection of Route 7 and Route 653, and construction of deceleration and turn lanes to access the property from Route 7 via Route 653. The turn lanes were constructed as shown on River Creek Parkway South, CPAP 1995-0042. The County is not aware of any outstanding signal modifications.

H. Prior to approval of the first residential record plat for the Property, the Owner will: (1) obtain VDOT approval of the proposed northern extension of Route 653 from its existing inter-section at Route 7 together with such intersection improvements of the Route 653/7 at-grade intersection that are reasonably-related to the applicant's proposed development of the Property and are acceptable to VDOT; (2) construct a right and left turn lane within the existing Route 7 right-of-way to provide access to Route 7 from the Property; (3) provide signal modifications at the existing Route 7/Route 653 Intersection which are acceptable to VDOT; and (4) construct deceleration and turn lanes necessary to provide access to the Property from Route 7 via Route 653.

Proffer X.J provides for cash in lieu of construction if proffers X.D(1) and (2) and E are constructed by others. The County received cash in lieu of construction for proffer X.D(1).

J. Prior to issuance of any zoning permits for the Property, the Owner will establish with the County as trustee a Transportation Improvement Fund ("Transportation Fund") to serve as an escrow account for the benefit of transportation improvements in the immediate vicinity of the Property. In the event that the transportation improvements described above in Proffer X.D.(1) and (2) and E. are constructed by parties other than the Applicant or its assignees, the Applicant or its assignees shall contribute to the Transportation Fund the equivalent construction value of the transportation improvements described above in Proffers X.D.( 1) and (2) and E. Any such funds shall be contributed at the time any such improvements would have been constructed or bonded for construction and shall be utilized by the County for regional improvements such as construction of the Route 653/7 grade-separated interchange.

2. Lansdowne: ZMAP 1994-0001Proffer VII.A.2 of ZMAP 1994-0001 provided that the construction of a third westbound lane along the property’s frontage has been completed. The following land development applications provide evidence that Lansdowne constructed the third westbound lane along their property; CPAP 1993-0046, CPAP 1993-0077, and CPAP 1993-0078. VII.A.2. Route 7 Improvement:

Sufficient right-of-way has been dedicated and a third westbound lane of Route 7 along the frontage of the Lansdowne development has been constructed. The construction of the additional lane westbound which was to occur in phases in a sequence and timing commensurate with the phasing of the development, has been


completed, subject to acceptance by VDOT for maintenance.

The first portion of proffer VII.A.3, which provided for the right of way for the grade separated interchange, was replaced with proffer III.B.1.b of Lansdowne Village Greens, ZMAP 2003-0006. The remaining portion of proffer VII.A.3, which provided for interim improvements to the intersection of Routes 7 and 659, was fulfilled by the construction as shown on CPAP-2000-0036.

VII.A.3. Routes 7 and 659:Owner proffers to dedicate, upon the request of the County, sufficient land on the north side of Route 7 for the construction of a grade-separated interchange in the vicinity of the intersections of Routes 7 and 659 at a precise location agreed upon by Owner, VDOT and the County. As an interim measure, Owner also proffers to construct at-grade intersection improvements. Such interim improvements shall consist of one left turn lane into Lansdowne from eastbound Route 7 and two outer ramps from the existing Lansdowne entrance onto westbound Route 7, all to be constructed at such time as the average daily trips generated by development within Lansdowne, and entering or exiting Lansdowne, reach or exceed 33,861 ADTs. The trip generation levels shall be determined by actual traffic as measured in studies required in Subsection C herein.

Proffer VII.A.4, which provided for the dedication for the Route 7/641 interchange, was fulfilled by the dedication of 16.57 acres as recorded in deed book 882/1439. The Lansdowne Transportation Trust Fund was created in June 2001.

VII.A.4. Routes 7 and 641 Interchange Property:Owner proffers to dedicate, upon request of the County, sufficient land on the north side of Route 7 for the construction of a grade-separated interchange in the vicinity of the intersection of Routes 7 and 641 at a precise location agreed upon by

Owner, VDOT and the County. It is understood and agreed that the County or VDOT will acquire sufficient land on the south side of Route 7 necessary to construct the grade separated interchange specified above. A loan was made to the Transportation Trust Fund ("Trust") established pursuant to Section VIII herein to assist the County or VDOT in acquiring such land on the south side of Route 7. The loan paid into the Trust, in the amount of $1,503,461.00, is to be repaid at a rate of interest 1% above prime rate as published by Citibank, New York, Now York in the form of a credit or reimbursement as funds are deposited into the Trust according to its terms. It is understood and agreed that the County may draw from other trust funds established for transportation improvements in the vicinity for additional funds necessary to acquire sufficient land to construct the Routes 7/641 Interchange. The precise terms and conditions of this proffer were evidenced in a loan document and agreement.

In making this proffer it is anticipated by Owner that the County and VDOT shall designate and plan Route 7 from the vicinity of Goose Creek to Route 28 as a limited access highway.

The interim improvements to the intersection of Route 7 and 641 were constructed according to CPAP 2001-0094 and CPAP 1999-0066. The interchange was constructed

as shown on CPAP 2004-0006.5. Routes 7 and 641 Interchange:


As an interim measure, Owner proffers to construct at-grade intersection improvements. Such interim improvements shall consist of a left turn lane onto Lansdowne Boulevard from eastbound Route 7, a second lane added to northbound Lansdowne Boulevard at the intersection with Route 7, a third lane added to southbound Lansdowne Boulevard at the intersection with Route 7 and a ramp on southbound Lansdowne Boulevard onto westbound Route 7, all to be constructed at such time as the average daily trips generated by development within Lansdowne, and entering or exiting Lansdowne, reach or exceed 16,141 ADTs. The trip generation levels shall be determined by actual traffic as measured in studies required in Subsection C herein. Owner further proffers that it and its successors in interest are hereby obligated to continue to contribute fees into the Transportation Trust Fund as established and described in Section VIII, all of which funds shall be designated for acquisition of necessary land, design and construction of the proposed grade-separated interchange and at grade intersection improvements in the vicinity of Routes 7 and 641.

Owner also proffers to construct a grade-separated interchange on a phased basis (as agreed upon by Owner, County and VDOT) as depicted on Attachment B, or an amended design as agreed by the Owner, the County and VDOT, that will accommodate all traffic movements in the vicinity of the intersection of Routes 7 and 641. Such interchange shall be constructed at such time as the average daily trips generated by development within Lansdowne, and entering or exiting Lansdowne, reach or exceed 50,961 ADTs. The trip generation levels shall be determined by actual traffic as measured in studies required in Subsection C herein. It is anticipated that the Owner of Belmont (ZMAP 1991-0002) will seek a Zoning Concept Plan Amendment to redirect funds from the Routes 7 and 659 interchange to the cost of construction of the Routes 7 and 641 interchange and that the County will accept such amendment in accord with a resolution to be adopted by the Board of Supervisors. This proffer to construct such interchange shall not be contingent on such Belmont contribution.

Proffers VII.B.1 and VII.B.2 provided for the dedication and construction of Riverside Parkway, which is complete as reflected in several applications (SBRD-2001-0115, SBRD-2001-0127, SBRD-2002-0030, SBRD-1990-0079, CPAP-2001-0078, CPAP-2001-0047, CPAP-2001-0103, CPAP-2001-0126, CPAP-2001-0125).

B. Transportation Improvements: General1. Owner shall reserve a sufficient area of land for the proposed east/west regional collector road known as Riverside Parkway at a general location designated on Exhibit 24.2. Owner shall further dedicate such land as a public right-of-way at such time as the vehicular connection known as Riverside Parkway is constructed from the property to the east and to construct the portion of the roadway connection located on the Property. In addition, Owner shall work in cooperation with the County, VDOT and the owners of property located at Tax Map 62 Parcels 2 and 2B known as Ashmill, approximately 5.4 acres of land on the eastern property line, to provide access for such land to a public right-of-way.

Proffer VIII provided for the creation of a Transportation Trust Fund. Lansdowne’s contributions into the fund are reflected in proffer sequence number 96035959, which


reflects that a total of $4,071,319.52 has been collected; $4,295,342.66 has been distributed, leaving a balance of $4,216.32. Contributions are still being made into this fund.

VIII. TRANSPORTATION TRUST FUNDThe Transportation Trust Fund ("Trust"), established to serve as an escrow account to be drawn upon by VDOT at the direction of the County Board of Supervisors, shall be amended to provide that all funds therein shall be used for the acquisition of land, design and construction of the proposed interchange and at grade intersection improvements in the vicinity of Routes 7 and 641. The County Board of Supervisors shall act as the trustee and shall provide Owner the use of the funds in accordance with an amended Trust Agreement to be entered into by the County and Owner or its successors in interest. The Trust shall derive its income from fees paid by developers and builders at the time of application for building permits for each new square foot of non-residential use and each new residential unit within Lansdowne. These fees shall not be required for renovations, additions or alterations to residential property. They shall apply, however, to additions to non-residential properties. The fees will vary depending upon the type of construction for which a permit is sought and shall continue to be paid until the project is completed.The Board of Supervisors shall vest the necessary authority to administer the Trust with the County Administrator of Loudoun County or such other proper official as it may deem appropriate.

The fees are as follows: Residential unit at $400.00 per unit.

All non-residential development at $.40 dollarsper square foot of floor area.

Such fees shall escalate five (5) percentum per year commencing with January 1, 1990, and each year thereafter.The County Board of Supervisors shall deposit all proceeds into an interest bearing escrow account until such time as it deems appropriate to expend the funds. The contribution shall be made at the time a building permit application is submitted. The County Board of Supervisors shall direct VDOT to use the proceeds in the Trust for land acquisition, design and construction of the proposed interchange and at grade intersection improvements in the vicinity of Routes 7 and 641.

3. Lansdowne Village Greens: ZMAP 2003-0006Proffer III.B.1.a provides for the Applicant to prepare a traffic analysis and preliminary alignments for urban diamond interchange at Route 7 and Route 659. Some preliminary analysis was preformed as part of the Lansdowne Village Greens application, but the formal conceptual design has not been submitted as yet.

a. Prepare and submit to the County and VDOT, for review, a conceptual engineering design consisting of detailed traffic analysis and preliminary proposed horizontal and vertical alignments for the construction of a single-point urban diamond interchange at the intersection of Route 7 and Route 659, provided (i) the Owners shall not be required to obtain a land development application form from any off site owners and (ii) any funds proffered by any other owners of property abutting the proposed interchange toward the cost of such design shall be made available by the County for such purpose, or if such funds are received from such other owners abutting the interchange after the costs for such design have been incurred, but within


twenty (20) years of the date of these Proffers, then the County shall reimburse the Owners for fifty percent (50%) of the costs of such design upon the later to occur of (i) thirty (30) days following receipt of written invoices evidencing such payment or (ii) the County's receipt of such funds from such other owners.

Proffer III.B.1.b provides for the reservation of right-of-way for the single point diamond interchange. A 20 year reservation for the Route 7/659 interchange was recorded on 2/25/2004, instrument #20040225-0016688.

b. Reserve�right-of–way�on�Land�Bay�E�to�provide�for�the�construction�of�a�single�point urban diamond interchange at the intersection of Routes 7 and 659 in accordance with the Concept Development Plan, with such right-of-way to be dedicated following approval by VDOT of final construction plans for such interchange upon written request of the County. Such reserved right-of-way shall not be transferred to the HOA or COA (both as defined herein) without the consent of the County.

4. Belmont: ZMAP 1996-0003Proffer VII.B.53 provides for a fourth eastbound lane along the property’s frontage on Route 7, which is a Phase IV improvement due prior to issuance of Zoning permit within land bay KK.

Route 7: Applicant shall construct a fourth acceleration and deceleration service lane within the existing right-of-way along the Property's frontage on Route 7. The fourth lane shall ultimately extend across the entirety of the Property frontage and shall be built in accord with the Transportation Phasing Plan outlined in Exhibit C.

Land bay KK has not yet been developed yet, no site plans have been submitted; therefore, this proffer is has not been triggered and is considered “pending”.

Proffer VII.B.54 provides for the dedication of right-of-way for the Claiborne Parkway/Route 7 interchange, which was fulfilled by the dedication of 13.08 acres, recorded in deed book 1381, page 369.

54. Claiborne Parkway/Route 7 Interchange: Applicant shall dedicate to the County approximately 13 acres of right-of-way or such right-of-way as may be reasonably required for the construction of Claiborne Parkway and Route 7 interchange generally as shown on the Plan, at the time of the first record plat or first site plan, whichever is first in time, for any development lot abutting said right-of-way or earlier, upon the request of the County.

Proffer VII.B.55, as clarified, provides for the dedication of approximately 11 acres for the interchange at Route 7 and 659 and construction of half the interchange or an equivalent cash contribution. Staff can find no record of the dedication; therefore, this proffer is pending.

7. Section VII, Transportation, B. Right-of-Way Dedication and Construction, Proffer 55, Page 46. Beginning on Line 9 of Page 46, the proffer language which states: "Notwithstanding the above, the Applicant may, with the affirmative concurrence of the Board of Supervisors provided by resolution, substitute its commitment to design and construct one half or portions thereof of the Route 659/Route 7 interchange for an equivalent cash contribution toward, or the design and construction of, one half of the Route 7/Claiborne Parkway interchange at


anytime in the future with no requirement for a formal land use application. This substitution may occur at any time prior to the commencement of construction of the Route 7/Claiborne Parkway interchange. The construction phasing of the substitution (portion of Route 7/Claiborne Parkway interchange) shall follow the phasing for the Route 7/Claiborne Parkway interchange outlined in Exhibit C" is hereby deleted.

55. Route 659/Route 7 Interchange: Applicant shall dedicate to theCounty approximately 11 acres of right-of-way or such right-of-way as may bereasonably required for the construction of the Route 659 and Route 7 interchange generally as shown on the Plan at the time of the first record plat or first site plan, whichever is first in time, for any development lot abutting said right-of-way or earlier, upon the request of the County. Applicant shall construct one-half or portions thereof of the Route 659 and Route 7 grade separated interchange as conceptually depicted in Figure 1 of Exhibit C. In the event this improvement is constructed by others, Applicant shall contribute funds equivalent to 50% of the estimated cost of the design and construction of the Route 659 and Route 7 grade separated interchange. In the event the Applicant constructs a portion of the interchange but less than fully half of the interchange then the Applicant shall contribute the difference between the partial construction cost and the estimated cost for 50 % of the interchange. The estimated cost shall be the lesser of (1)$4,750,000 adjusted each January 1 following the 1992 zoning approval based on the CPI, or (2) the current estimated cost of design and construction to be determined at the time of the contribution. The current estimated cost shall be determined by two qualified independent licensed engineers, employed by the Applicant, one selected by the Board of Supervisors and one selected by Applicant, who shall agree on the cost of design and construction. In the event the engineers are unable to agree, they shall select a third engineer who shall render his estimate of the cost of design and construction. The average of the three estimates shall be used to determine the current estimated cost. The cost of those engineers shall be included as part of the costs of design and construction improvements.Notwithstanding the above, the Applicant may, with the affirmative concurrence ofthe Board of Supervisors provided by resolution, substitute its commitment todesign and construct one half or portions thereof of the Route 659/Route 7interchange for an equivalent cash contribution toward, or the design andconstruction of, one half of the Route 7/Claiborne Parkway interchange at anytimein the future with no requirement for a formal land use application. Thissubstitution may occur at any time prior to the commencement of construction ofthe Route 7/Claiborne Parkway interchange. The construction phasing of thesubstitution (portion of Route 7/Claiborne Parkway interchange) shall follow the phasing for the Route 7/Claiborne Parkway interchange outlined in Exhibit C.

Proffer VII.B.59 provides for the installation of a traffic signal at the intersection of Russell Branch Parkway and Claiborne Parkway in addition to other locations. Construction of the traffic signal at Russell Branch Parkway and Claiborne Parkway is underway.

D. Signalization:59. Applicant shall install signalization at the intersections of: 1) Route 659 and

Russell Branch Parkway; 2) Route 659 and Gloucester Parkway; 3) Gloucester Parkway and Claiborne Parkway; 4) Claiborne Parkway and Russell Branch Parkway, and 5) Russell Branch Parkway and Route 641, at such time as warrants are met, or at such time as requested by the County, with the concurrence of VDOT,


whichever is sooner. Notwithstanding the above, the signal(s) shall be provided no earlier than the beginning of the phase in which the signal is identified in the Transportation Phasing Plan, Exhibit C. If these signals have not been installed and if warrants for these signals have not been met prior to the buildout of 80% of the approved development and the County and VDOT determines that warrants will be met, the Applicant shall provide cash contributions for each of these unsignalized intersections at 100% of the estimated cost of signalization, not to exceed $100,000.00 (each); as adjusted by the CPI, prior to approval of a zoning permit for any construction beyond 80% of the approved development. For the purposes of this proffer, "buildout of 80% of the approved development" is defined as 80% of the non-residential square footage or prior to the issuance of any zoning permit for construction beyond 1,808,000 square feet of non-residential development. The total square footage for the office and retail is 2.26 million square feet, including the golf clubhouse and day care. The Base Year for this CPI adjustment shall be the year in which ZMAP 1996-0003/ZCPA 1996-0002 is approved. If one or more of the intersections listed above has been signalized by others, then the Applicant shall contribute to the County or its designee an amount equal to the cost of each signal, not to exceed $100,000 (each) for the purpose of funding a Route 7 corridor signalization study or for such other transportation improvement in the general vicinity of the Property as may be determined by the County. In the latter event, the contribution(s) shall be made prior to approval of any zoning permit for construction beyond 80% of the approved development on the Property.

Proffer VII.B.60 provides for the coordination of signals at Route 7/659 and Route 7/641. The Office of Transportation Services could not confirm that this proffer has been fulfilled. The signal at Route 7/641 has been removed due to construction of the interchange; therefore, the application of this proffer is moot.

60. In coordination with and subject to approval by VDOT, Applicant shall upgrade the signals to provide time based coordination at the intersections of: 1) Route 659 and Route 7; and 2) Route 641 and Route 7 as outlined in the Transportation Phasing Plan (Reference Exhibit C). In addition, the Applicant will participate with other property owners in the Route 7 corridor to synchronize signalization.

5. Belmont Executive Center: ZMAP 1997-0009Proffer IV.G provides for a cash contribution for a park and ride facility. The trigger for proffer IV.G has not been met; no zoning permits have not been issued for Land Bay 1; therefore, this proffer is not yet due.

Proffer IV. Transportation. Revise paragraph G. to read as follows:G. Park and Ride Facility Contribution

The Applicant shall contribute $150,000 to the County for either transportation improvements within the Ashburn Community area, as defined in the Suburban Policy Area of the Revised General Plan, or a park and ride facility to be located either in the vicinity of the future Route 7/Route 659 interchange or the Route 772 transit�station.��The�Applicant’s�contribution�shall�be�paid�prior�to�the�issuance�of�the�zoning permit for a cumulative total of more than 250,000 sq.ft. of office space in Land Bay 1.

Proffers IV.B.1 and IV.B.2 provide for the dedication and construction of Russell Branch


Parkway. A portion of Russell Branch Parkway has been dedicated as recorded with plat #2006112000097421. Zoning permits have not been issued for adjacent land bays.

Russell Branch Parkway1. Right-of-Way Dedication. The Applicant shall dedicate a 120-

foot wide right-of-way, increased as necessary for turn lanes, through the Property for the planned alignment of Russell Branch Parkway as shown on the CDP. This right-of-way shall be dedicated to the County in conjunction with the approval of construction plans and profiles for this section of Russell Branch Parkway.

2. Road Improvements. The Applicant shall construct a 4-lane divided section of Russell Branch Parkway through the Property prior to or in conjunction with the development of the adjacent land bays. These improvements may be completed in phases and any such phase shall be bonded for construction prior to the issuance of zoning permits for any use in an adjacent land bay.

Proffer IV.C provides for signalization at Russell Branch Parkway and the entrance to Belmont and Land Bay 7 and Claiborne Parkway and the entrances to Land Bays 1 and 7. The signal at Russell Branch Parkway and entrance to Belmont and Land Bay 7 (Tournament Parkway) will be bonded with a letter of credit processed in conjunction with STPL-2005-0031.

C. SignalizationThe Applicant shall fund the warrant analyses, design and installation of traffic

signals at the following intersections: Russell Branch Parkway and entrance to Belmont and Land Bay 7. Claiborne Parkway and the entrances to Land Bays 1 and 7.

The warrant analyses for these signals shall be submitted prior to the approval of the first site plan for the Property. These signals shall be installed at such time as warrants are met, or at such time as requested by the County, with the concurrence of VDOT, whichever is sooner. In the event any of the intersections listed above is signalized by others, the Applicant, or its successor or assignee, shall contribute to the County or its designee an amount equal to the cost of each signal, not to exceed $150,000 each, for the purpose of funding other transportation improvements in the general vicinity of the Property as may be determined by the County. Said contributions, if required due to the installation of the signals by others, shall be paid prior to the issuance of the zoning permit for a cumulative total of more than 250,000 square feet of floor area on the Property, exclusive of Land Bay 6.

Proffer IV.I provides for the dedication of right-of-way for the Route 7/Claiborne Parkway interchange, which was fulfilled by the dedication of 3.19 acres, ecorded in deed book 1367, page 818.

I. Interchange DedicationsThe Applicant shall dedicate the necessary right-of-way for the Route 7/Claiborne Parkway interchange, up to 140,308 square feet from Tax Map 62, Parcel 16 (owned by Toll Land), up to 131 square feet from Tax Map 62, Parcel 24 (owned by Belmont Land), and up to 19,296 square feet from Tax Map 62, Parcel 18 (owned by Belmont Chase LC). Dedication shall be made upon the request of the County or VDOT at any time subsequent to the approval of the final interchange design by the County and VDOT.

6. Evans: ZMAP 1986-0040 (note: entered into LMIS as ZMAP-1986-0400)


Proffer 5 provides for the construction of a third eastbound lane along the Property’s Route 7 frontage, but does not provide for cash in lieu of construction. Proffer 8 provides for the construction of an additional lane, which has been interpreted by Zoning to be the fourth eastbound lane. At the present time, neither the County nor VDOT have plans to construct a fourth eastbound lane on Route 7.

( 5 ) The Applicant, or his successor in interest, will at time of site plan approval for building construction on the subject premises construct a third eastbound traffic lane along the property's entire frontage, or such part thereof as may be directed by the Loudoun County Department of Transportation along Route 7. In addition, an appropriate deceleration lane for a commercial entrance will be provided in accordance with VDOT specifications and standards.

(8) At such time as requested by the County of Loudoun and in accordance with approved VDOT construction plans, Applicant will dedicate, without compensation, so much additional right of way as may be needed for an additional eastbound lane for Route 7 along the full frontage of his property adjoining Route 7. The Applicant will construct this eastbound lane at his sole cost, the construction to be in accord with VDOT design and construction standards. In the event the lane is constructed by others, the Applicant will pay the cost of such construction in cash to the County of Loudoun upon demand being made therefor.

7. Ashmill: ZMAP 1986-0041Proffer 5 provides for the construction of a third westbound lane on Route 7. This improvement was constructed by VDOT. However, the proffers do not provide for a cash contribution in lieu of construction if the improvement is made by others. Therefore, the applicant has no further obligation for the third westbound lane on Route 7.

(5) Applicant, or its successor in interest, will, as a part of the construction of the building on the property, construct a third west-bound travel lane on Route 7 along its entire frontage with Route 7. In addition, the Applicant will provide an appropriate deceleration right turn lane for entrance into the property from Route 7, and shall construct an appropriate commercial entrance consistent with Virginia Department of Transportation standards.

8. Janelia Farm/Howard Hughes Medical Institute: ZMAP 1986-0054/ZCPA 1997-0007Proffer 8 provides for a reservation area on the property’s southeast corner not to exceed 7.9 acres for a future urban diamond interchange. Staff can find no record of the reservation; therefore, this proffer is pending.The reservation for the interchange has not been confirmed; this proffer is pending.

8. Reservation And Dedication of Future Interchange. The Owner shall reserve for future dedication a portion of the Property located at the southeast comer of the Property where it fronts on Route 7 as so designated on the CDP as "Reservation Area for Future Grade Separated Interchange". The acreage reserved shall be adequate to accommodate the construction of a single point urban diamond grade-separated interchange, provided, however, that the area reserved shall not exceed 7.9 acres. Any and all plats of subdivision or site plans depicting this area shall note the reservation. Also, the area so reserved shall not be included in any FAR calculations so long as the reservation is in effect. Upon written request from VDOT or the County, the Owner will dedicate, without compensation, that area so reserved (or such lesser portion thereof as is necessary for the construction of


said interchange) for a grade separated interchange with Route 7 that will give access to the Property from Route 7, as shown on the CDP. Upon dedication of the area, the reservation of any excess property shall be released and the property so released shall become subject to development at the square footage as shown on the CDP. The land so reserved shall not be considered as dedicated during the period of reservation. Simultaneous with the acceptance by VDOT for maintenance and commencement of use of the interchange, provided that suitable access is provided to eastbound and westbound Route 7, Owner agrees to close its at-grade access to and from Route 7 and to relinquish its right to such access without compensation. Upon closure of the at-grade access, and following application by the Owner in accordance with then applicable statutes, Owner shall be entitled to reconveyance of the portion of the Property previously dedicated for such entrance, without cost.

Proffer 9 provides for the dedication of right of way for Riverside Parkway, which is partially fulfilled; dedication is complete to Janelia Farm Boulevard (instrument #20030917-0122645. The construction of Riverside Parkway is complete to Lansdowne, which fulfills the phase 2 transportation improvement (CPAP 2002-0144).

9. Dedication of Janelia Farm Boulevard And Riverside Parkway. Concurrent with the approval of the first zoning permit in the development of Phase 2, and in accordance with the terms of Proffer 13, the Owner shall dedicate, if it has not already been dedicated, the right of way and improvements to Janelia Farm Boulevard as described in Proffer 7, above. In addition, the Owner shall dedicate the necessary on-site right of way to provide for the construction of Riverside Parkway as shown on Exhibit B.

Proffer 10 provides for a contribution of $3,125,000 for the construction of a grade separated interchange at Route 7 and Janelia Farm Boulevard/Ashburn Village Boulevard. The portions attributed to phases 1 and 2 ($1,437,500) are due at approval of the first site plan for phase 3. However, if the interchange contribution is required earlier, and the County has allocated transportation funds for the construction, the County can request full contribution earlier. The project is currently in phase 2 and the criterion for an earlier contribution date has note been met (see also One Loudoun, ZMAP 2005-0008, proffer VIII.A, page 29).

10. Interchange Contribution. The Owner shall contribute to the cost of the construc�tion of the grade separated interchange (specified in Proffer 8 above) an amount equal to the product of $1.25 times the developable square footage approved for the Property (i.e. $3,125,000.00) (the "Interchange Contribution"). The Interchange Contribution allocable to Phases 1 and 2 (i.e., $1,437,500.00) shall be paid to the County in a lump sum payment concurrent with approval of the first site plan submitted for Phase 3 development. The Interchange Contribution for the building square footage developed in Phase 3 shall be paid proportionately based on the square footage contained in the building for which site plan approval is being sought, at the time and as a condition to such site plan approval for each building developed in Phase 3. However, if the Interchange Contribution is required by the County earlier than the time when payment would be made pursuant to the preceding sentences, and the County certifies to the Owner, in writing, that such earlier payment is required to proceed with actual construction of the interchange and that the County has approved the allocation of transportation funds for the actual


construction of the grade separated interchange, then, upon receipt of such certification, Owner shall pay to the County the full Interchange Contribution, less any payments previously made. The Interchange Contribution shall be adjusted annually from a base year of January 1, 1999, in accordance with the Consumer Price Index ("CPI") published by the Bureau of Labor Statistics, U.S. Department of Labor. Application of these funds to uses other than for the interchange shall only be as might be agreed between the parties.

Proffer 13 of ZCPA 1997-0007 provides for the following Phase 1 improvements to the intersection of Route 7 and Ashburn Village Blvd:

Eastbound dual left turn lanes; Westbound right turn lane Southbound free-flow right-turn lane; Southbound dual through lanes; and Southbound dual left turn lanes.

The phase 1 improvements are in the final stage of construction as shown on CPAP-2004-0126.

Proffer 13 also provides an option in Phase 3 of the development for the construction of Riverside Parkway as a four lane divided roadway to University Center. Janelia Farm/HHMI is currently in Phase 2; therefore, Phase 3 improvements have not been selected.

13.Phasing Plan. The Owner agrees that the Property shall be developed in accordance with the following Phasing Plan:

PHASE 1:The following transportation improvements shall either be constructed or bonded for construction prior to issuance of zoning permits for up to 550,000

square feet of building space:-- Route 7/Ashburn Village Boulevard intersection improvements to

consist of the following: Eastbound dual left turn lanes; Westbound right turn lane Southbound free-flow right-turn lane; Southbound dual through lanes; and Southbound dual left turn lanes.

-- The four-lane divided roadway (i.e. Janelia Farm Boulevard) accessing the Property north to the on-site travelways.

These improvements shall be constructed by the Owner as specified in Proffer 7 above. The foregoing restrictions shall not apply to office and research and development uses that may be located in the existing Manor House and Garage, access to which will be provided by a private entrance.

PHASE 2:Prior to the issuance of any zoning permit resulting in development on the Property in excess of 550,000 square feet and up to a maximum of 1,150,000square feet (i.e., an additional 600,000 square feet), all of the improvements for Phase 1 must be constructed or bonded for construction and one of the following transportation improvements must either be constructed or bonded for construction:

(1) A four-lane divided roadway connection from the Property entrance to Route 7 via Riverside Parkway to the adjacent


Lansdowne project property to the west, which connection ties into an existing constructed road within a public right-of-way.

(2)A four-lane divided roadway connection from the Route 7 Property entrance via Riverside Parkway to the University Center project property to the east, which

connection ties into an existing constructed road within a public right-of-way.

(3)A four-lane divided roadway connection from the Route 7 Property entrance to Potomac Farms Business Park, which connection ties into an existing constructed road within a public right-of-way.

In addition to the foregoing, zoning permits for incremental additional development (but not to exceed a total maximum square footage of 1,750,000) may be issued by the County upon the approval by the County of a traffic impact analysis which indicates adequate capacity exists on the above-described road network to support said additional incremental development. The Owner shall submit the traffic impact analysis, in accordance with then established County standards, to the County Transportation Staff and VDOT for review and recommendation to the County. Upon recommendation by the County Transportation Staff to the appropriate designated County representative(s), a written response to the Owner's request for incremental development shall be issued.

PHASE 3: Prior to issuance of zoning permits resulting in development on the Property in excess of 1,150,000 square feet (or such larger amount as may be approved in Phase 2), up to a total maximum development on the Property of 2,500,000 square feet, all of the requirements for Phase 1 and Phase 2 must be constructed or bonded for construction and, in addition, another one of the improvements listed as (1) through (3) for Phase 2 above, must be constructed or bonded for construction; and completion of the grade� separated interchange at Route 7 and Ashburn Village Boulevard.

It is recognized by the Owner and the County that certain of the required transportation improvements detailed in this Phasing Plan are the responsibility of others (e.g., completion of Riverside Parkway through adjoining properties; construction of the interchange). If, for any reason, the Owner wishes to proceed with any Phase of development which requires off-site improvements that have not been completed (and are not the sole responsibility of Owner to complete), then one of the following conditions must be satisfied:(a) Sufficient funds must be available to complete any such improvements from any and all sources (including any of Owner's proffered contributions, but without any other advances from Owner); or

(b) Reimbursement agreements must be entered into with off-site landowners which provide that monies advanced by Owner pursuant to any County-imposed or


proffered condition or requirement be repaid with the actual interest expense, no more than twenty (20) years from the date of such advance(s).

When either of the two foregoing conditions is satisfied, then, upon full execution of any necessary agreements, such as, but not limited to, pro rata reimbursement agreements (the "Agreements") and the timely conveyance of any required public rights-of-way, Owner shall construct the improvements required to satisfy the conditions of the Phasing Plan.

After either condition (a) or (b) has been satisfied and all necessary Agreements have been executed, Owner will submit engineering drawings in accordance with VDOT standards, prepared at Owner's initiation and at Owner's expense, for approval by the County and VDOT.It is further understood, however, that if (a) sufficient funds are not available, and the Owner has been unable, after negotiating in good faith for a reasonable period of time to enter into the Agreements, or (b) the County and VDOT do not review the engineering drawings as referred to above and provide comments within a timely manner after the date the Agreements are executed or (c) off-site rights-of-way and easements as required are not made available for construction in a timely manner after the date the engineering drawings are approved, then the Owner may ask the County to cooperate in obtaining rights-of-way and/or easements for road construction either through direct contributions from property owners and/or by proffer through the zoning process. The initiation of such direct contributions or proffers is solely within the discretion of the County.

If off-site rights-of-way and easements are needed for any such improvements and are not available, the Owner shall make a good faith attempt to obtain said rights-of-way.

Where rights-of-way and/or easements necessary for construction of such proffered improvements cannot be obtained either: (1) voluntarily through donation or proffer to the County

or (ii) through acquisition by the Owner; the Owner will work with the County to acquire such right-�of-way and/or easements by appropriate eminent domain proceeding(s) by the County, with all costs associated with such eminent domain proceeding(s) to be borne by the Owner, including, but not limited to, land acquisition costs. It is understood that the County, within its sole discretion, will seek said rights-of-way and off-site improvements from other landowners as development occurs. The initiation of such eminent domain proceedings is solely within the discretion of the County. Owner acknowledges that the construction of Riverside Parkway within the Property shall be considered a proffered roadway improvement for which the County shall be entitled to a cash in lieu payment to the extent such on-site construction is performed by others.

9. Ashburn Village: ZMAP 1984-0007/ZCPA 1990-0001Proffer VII.C of ZCPA 1990-0001 provided for the construction of turn lanes at Route 7 and Ashburn Village Boulevard, which have been constructed as shown on CPAP-1994-0011.

C. Route 7 and Ashburn Village BoulevardApplicant agrees to dedicate and construct the appropriate acceleration and

deceleration lanes on Route 7 at the intersection of Ashburn Village Boulevard and Route 7. This construction shall also include dual left turn lanes from Route 7 to Ashburn Village Boulevard along with such reconstruction of the median on Route 7 as


may be deemed necessary by VDH&T. Said dedication and construction shall occur at the time of construction of the associated entrance into or exiting from the development (or upon such schedule as may from time to time be acceptable to VDH&T) and shall be constructed in accordance with and as required by the Virginia Department of Highways and Transportation.

Proffer VII.L of ZCPA 1990-0001 provides for the dedication of up to 16 acres when appropriate for the construction of a grade separated interchange at Route 7 and Ashburn Village Boulevard. Loudoun County has not requested the dedication as of this date.

L. Route 7 InterchangeThe Applicant agrees to cooperate with the County of Loudoun in the study of the location of a grade-separated interchange in the Ashburn area along Route 7. Further, Applicant agrees that, in the event that a grade-separated interchange is determined to be appropriate and requires the dedication of land of Applicant, Applicant will, without cost or expense to the County of Loudoun, dedicate up to sixteen (16) acres of land for such purpose, provided that Ashburn Village Boulevard shall have access to Route 7 either directly or through a service road interlink with such grade-separated interchange. Further, Applicant agrees to participate ratably, together with other land owners and the County in bearing the costs of such traffic analyses as may be deemed necessary or appropriate to determine the location of such grade-separated interchange. Applicant's contribution to the cost of the construction of such grade-separated interchange will be funded by the transportation facility funds in the Ashburn Community Trust.

Proffer VIIJ.B of ZCPA 2002-0002 provides for the construction of Russell Branch Parkway from Ashburn Village Boulevard to the western property line. Since Russell Branch Parkway has not been constructed to the western edge of the property, the trigger for this proffer has not been met.

VIIJ.BAt such time as any portion of the Property abutting the proposed section of Russell Branch Parkway extending west of Ashburn Village Parkway to the western edge of the Property is developed, or at such time as a four lane divided section of Russell Branch Parkway between the Property and Route 641 is constructed by others and upon request by VDOT or the County, the Applicant or its successors and assigns, will construct in accordance with VDOT standards a four lane divided urban section of Russell Branch Parkway from Ashburn Village Boulevard to the western boundary of the Property.

10.Ashbrook: ZMAP 1994-0012Proffer B.6(a) of ZMAP 1994-0012 provides for the construction of a third eastbound lane along the property’s frontage on Route 7. Additionally, Ashbrook also proffered to construct a third eastbound lane on Route 7 from the property to Route 607. Proffer 11 provides for a cash contribution to be made for individual roadway improvements proffered by the Applicant that are substantially performed by others. Since VDOT constructed the third eastbound lane on Route 7 from Goose Creek to Route 607 (Loudoun County Parkway) and completed the project in March of 1998 (VDOT project UPC #13527), it has been determined that the original developer of Ashbrook owes Loudoun County a contribution $2,007,384.72 for cash in lieu of construction (ZCOR-2006-0250, dated 10/2/2006). An appeal (APPL-2006-0020) was filed and heard by the Board of Supervisors on 1/9/2007,


who voted to uphold the Zoning determination. On April 13, 2007 a cash contribution proffer agreement for the $2,079,650.56, which included additional CPI adjustment, was made by Merritt Properties. Litigation concerning this matter is pending in Loudoun Circuit Court.

B.6 (a) The Applicant will construct a third, eastbound, lane along the Property’s�frontage�on�Route�7.�This�commitment�includes�the�dedication�of�all�necessary rights of way and easements, on the Applicant's property, which are necessary to accommodate the improvements. This proffer will be satisfied by construction or bonding for construction prior to the issuance of Zoning Permits for more than (i) 450 multi-family-family dwelling units, or (ii) 250 single family detached and/or attached dwelling units, or (iii) 350,000 gross square feet of non-residential floor area.B.13. The Applicant will complete the construction of an off-site third lane, along eastbound Route 7, from the Property to Route 607. This proffer will be satisfied by the Applicant by construction or bonding for construction prior to the issuance of Zoning Permits for more than (I) 450 multi-family-family dwelling units, or (ii) 250 single family detached and/or attached dwelling units, or (iii) 350,000 gross square feet of non-residential floor area.B.11. In the event that any one or more of the individual roadway improvements, or traffic signals, proffered by the Applicant herein is substantially performed by others prior to bonding for such construction by the Applicant, then the actual paid and reasonable construction costs of such individual improvements is required to be provided by the Applicant pursuant to this Proffer Statement. Such contribution shall be made by the Applicant, and shall be placed in a fund established by the County for the provision of transportation improvements in the immediate vicinity of the Property, or in the event such bond or funding is to be provided by VDOT, at the time that the construction contract is executed by VDOT for the improvement. For purposes of this proffer, immediate vicinity shall be deemed to mean within one mile of the Property. Such contributions in lieu of actual construction shall occur at the time specified in the applicable proffer for bonding or construction. The amount of said contributions shall be increased on a yearly basis starting from the time the improvement is bonded and changing annually thereafter based on the corresponding increase in the United States Department of Labor Consumer Price Index until such contribution has been paid. No such contribution shall be made pursuant to these Proffers in the event that the proffered improvements are constructed as part of a private contract between the Applicant and other parties.

Proffers B.1 through B.4 provide for the dedication and construction of Russell Branch Parkway, which have been fulfilled as shown on the following applications: SBRD-1999-0006 and CPAP 1998-0023 (offsite portion), SBRD-2001-0074 and CPAP 2001-0114 (phase 2), and SBRD 2001-0094 and CPAP 2002-0113 (phase 3).

B.TRANSPORTATION1. (a) The Applicant will diligently pursue the acquisition of the rights

of way necessary to accommodate the off-site portion of Russell Branch Parkway, from the Property to Ashburn Village Boulevard, as a four lane divided roadway (the "Russell Branch Rights of Way"), at commercially sound market prices. This effort to acquire the Russell Branch Rights of Way will commence within ninety (90) days after the approval of this rezoning application and will continue until the rights of way have been acquired or one year after the commencement of the acquisition effort.

(b) In the event that the Applicant is unable to acquire the Russell


Branch Rights of Way as set forth in paragraph B. 1. (a) above, the Applicant will (i) request that the Board of Supervisors authorize the condemnation of those rights of way, all in accordance with the provisions of paragraph 15 below, and (ii) upon such authorization by the Board of Supervisors, post surety, in the form of a letter of credit, cash, set aside letter, or other form acceptable to Loudoun County and the Virginia Department of Transportation, in an amount reasonably sufficient to acquire the Russell Branch Rights of Way.(c) (i) In the event the Russell Branch Parkway right of way has been acquired, then the Applicant shall, subject to the provisions of paragraph B. 1. (b) (ii), will commence, and diligently pursue, the construction, or bonding for construction, of the western, off-site, portion of Russell Branch Parkway to Ashburn Village Boulevard prior to record plat approvals being granted for any individual residential lots on the Property. In the event that, by that time, the Russell Branch Rights of Way have not been acquired, as set forth in paragraph B. 1. (a) above, the Applicant will post surety, in the form of a letter of credit, cash, set aside letter, or other form acceptable to Loudoun County and the Virginia Department of Transportation, in an amount reasonably sufficient to construct this portion of Russell Branch Parkway.

(ii) In the event that the western, off-site, portion of Russell Branch Parkway has not been acquired by the Applicant or Loudoun County, from the Property to Ashburn Village Boulevard, then prior to the issuance of Zoning Permits for any or (50, 000) square feet of non-residential uses, the Applicant will construct or bond for construction adequate public road access to Route 7 via Lexington Drive. The Applicant's performance of the improvements required by this proffer do not release the Applicant from the obligations set forth in proffer B. 1.(a), (b), or (c).

(iii) In either event, after it has sought the issuance of Zoning Permits for either one hundred (100) dwelling units or fifty thousand (50,000) square feet of non-residential uses, the Applicant shall have a continuing duty to construct the western, off-site, portion of Russell Branch Parkway, until it has obtained Zoning Permits for more than One Million (1,000,000) gross square feet of non-residential buildings, after which time the Applicant shall no longer have that duty under these proffers.

2. The Applicant will construct that on-site portion of Russell Branch Parkway, which is required by the Loudoun County Subdivision and Zoning Ordinances to provide required public street access to adjacent portions of the Property, as a four lane divided roadway within a 110 foot wide right of way. This construction will commence or be bonded for construction prior to the issuance of Zoning Permits for any residential dwelling units on the Property, or as may be required by the LSDO. It is the intent of this proffer that the Applicant be required to construct only those portions of Russell Branch Parkway which either provide street frontage to developed parcels, or are necessary to provide vehicular access to and from the developed and occupied portions of the Property. In addition, the Applicant will (i) reserve an additional five (5) feet of right of way along each border of Russell Branch Parkway, and (ii) in the event that Russell Branch Parkway is widened to a six-lane divided cross section, dedicate and convey that additional right of way.

3. The Applicant will construct that portion of Russell Branch Parkway adjacent to the PD-CC District, as a four lane divided roadway. This improvement will either be constructed, or bonded for construction, the earlier to occur of: (a) the issuance of Zoning Permits for more than 200,000 gross square feet of retail uses on


the Property, or (b) the Applicant's acquisition of the necessary rights of way to construct the improvements described in paragraph 1 (c)(i) above, or (c) as may be required by the LSDO.4. The Applicant will construct the on-site portion of Russell Branch Parkway, in satisfaction of the minimum requirements of the Loudoun County Subdivision and Zoning Ordinances, to its property boundary on the east as a four lane divided roadway. This construction will be commenced at the earlier of the following events: (i) at such time as�Russell�Branch�Parkway�has��been�constructed�by�others�to�the�Property’s�eastern property boundary at a location concurrent with that depicted on the Concept Plan, or (ii) at such time as portions of the Property along its frontage are developed, or (iii) at such time as Zoning Permits for more than three (300) hundred dwelling units and two hundred thousand (200,000) square feet of non-residential retail buildings have been issued and prior to issuance of more than five hundred thousand (500,000) gross square feet of non-residential office buildings.

Proffer B.7 is fulfilled; the traffic signal at the intersection of Russell Branch Parkway and Ashburn Village Boulevard has been installed.

7. If requested by Loudoun County or VDOT, the Applicant will diligently seek to install, or at the discretion of VDOT fund the installation of a traffic signal at the proposed intersection of Russell Branch Parkway and Ashburn Village Boulevard. The funding of this proffer will be provided in accordance with the foregoing, but not later than at a time concurrent with the Applicant's connection to this intersection being completed and accepted by VDOT.

Proffer B.9 is fulfilled; the traffic signal at the intersection of Route 7 and Lexington Drive has been installed.

9. If requested by Loudoun County or VDOT, the Applicant will diligently seek to install, or at the discretion of VDOT fund the installation of a traffic signal at the proposed intersection of Route 7 with Lexington Drive. The funding of this proffer will be provided in accordance with the foregoing, but not later than at a time concurrent with the construction, or bonding for construction, of the Applicant's connection of Lexington Drive to Route 7.

Proffer B.10 is fulfilled; the traffic signal at the intersection of Route 7 and Ashburn Village Boulevard was installed by the developer of Ashburn Village.

10. If requested by VDOT and not provided by others, the Applicant will diligently seek to install, or at the discretion of VDOT fund the installation of a traffic signal at the intersection of Route 7 with Ashburn Village Boulevard. The funding of this proffer will not be required until thirty days after the final approval of this Rezoning.

Proffer B.20 provides for the dedication of right-of-way for the grade separated interchange at Route 7 and Ashburn Village Boulevard. The Applicant reserved approximately 13.8 acres, recorded 5/16/2002 in deed book 2175, page 1683.

20. At such time as the grade separated interchange between Route 7 and Ashburn Village Boulevard is fully funded, as evidenced by the awarding of a construction contract, the Applicant will dedicate that portion of the northwest comer of the Property, designated on the Concept Plan as a "Reservation", to Loudoun County for the purpose of accommodating that construction.


11.Potomac Farms Business Park: ZMAP 1986-0033Proffer 5 provides for the construction of the third westbound lane along the property’s frontage, including reimbursement at the direction of the County for the cost of construction if the improvements were made by others. The proffers do not provide for an adjustment based on the Consumer Price Index or other inflationary measure.

5. In conjunction with approval of the first record subdivision plat for any portion of the Property which fronts on Route 7, Applicants will dedicate and either construct or bond for construction in accordance with applicable VDOT standards, a third westbound lane for Route 7 across the frontage of the Property. In the event that parties other than the Applicants are willing to construct such third west bound lane prior to recordation by Applicants of such subdivision plat, the Applicants shall dedicate the necessary right-of-way to the County or VDOT upon request by the County and will reimburse such third party or the County at the direction of the County the reasonable cost of construction of such third lane at the time of recordation of the first record subdivision plat for any portion of the Property which fronts on Route 7.

A site plan is being reviewed for the first building at Potomac Farms Business Park, STPL-2006-0063. VDOT began construction of the third westbound lane on Route 7 in 1994 and completed the project the following year. Based on VDOT’s project costs, the additional westbound lane on Route 7 cost $151.94/linear foot. According to Loudoun County’s GIS system, the length of Potomac Farms Business Park’s Route 7 frontage is 2,080 feet. Therefore, the applicant will owe a $316,035.20 contribution in lieu of construction at the time of first subdivision record plat for any portion of the property that fronts Route 7.

Proffer 4 provides for the reservation of approximately 3.5 acres for the grade separated interchange that will be constructed at Route 7 and Ashburn Village Boulevard/Janelia Farm Boulevard. This proffer is pending; no record plats have been processed for Potomac Farms Business Park, which is the trigger mechanism for this proffer

4. Applicants will reserve for future dedication to the County or the Virginia Department of�Transportation�(“VDOT”)�as�directed�by�the�County,�a�portion�of�the�Property,�which�shall not exceed 3.5 acres located at the southwest corner of the Property which is designated on the Plan as the “Land Area to be Dedicated for Interchange”. Any and all plats of subdivision or site plans depicting this area shall note this reservation. At the time of recordation of the first record subdivision plat or approval of the first final site plan for any portion of the Property, or upon written request by VDOT or the County, Applicants will dedicate to VDOT or the County without compensation the Land Area to be Dedicated for Interchange. In the event that less than 3.5 acres of the Property is required for the Land Area to be Dedicated for Interchange, the balance of the Property reserved shall be available for development at an average .40 FAR density.

Proffer 7 provides for the reservation of right-of-way that will be required to construct the Lexington Drive fly-over bridge over Route 7. This proffer is pending; no record plats have been processed for Potomac Farms Business Park.

7. In accordance with the phasing plan described in Paragraph Ten of these proffers, Applicants will dedicate, bond, and construct in accordance with VDOT standards, a 90 foot�four��lane�divided�through�collector�road�(U4R)�(shown�as�"Road�A”�on�the�Plan)�between the northern end of the fly-over bridge (which is to be constructed by others


across Route 7 in the approximate location shown on the Plan) and the East Spine Road.��“Road�A”�will�allow�access�to�the�Property�from�Route�7�and�from�the�East�Spine�Road. Applicants will reserve a portion of their Property determined by the County, VDOT, and the Applicants to be sufficient in accordance with good engineering practices for construction of a vehicular fly-over bridge from Road A north across Route 7. Applicants will not be required to construct such fly-over bridge, but will merely reserve a sufficient amount of their Property for its construction and will dedicate such land to VDOT or the County upon request by the County.

Proffer 9 provides for a cash contribution of $1.25/square foot that will be used to construct the grade separated interchange at Route 7 and Ashburn Village Boulevard or other regional road improvements. This proffer is pending; no zoning permits have been issued for Potomac Farms Business Park, which is the trigger for this proffer. ZMAP 1986-0033 approved a total of 1,143,000 square feet of development for Potomac Farms Business Park; therefore it is anticipated that the cumulative maximum contribution for proffer 9 will be $1,428,750.

9. Applicants will contribute the Land Area to be Dedicated for the Interchange as per Paragraph Four of the Proffers and will contribute to the cost of construction of regional traffic improvements in the immediate vicinity of the Property (the "Regional Traffic Contribution"), in accordance with the Phasing Plan on a per square foot basis. The Regional Traffic Contribution for development approved for the Property shall be allocated by the County towards construction of the grade-separated interchange described above in Paragraph Four or such other off-site regional traffic improvements which lessen traffic impacts resulting from development of the Property. The Regional Traffic Contribution in the amount of $1.25 per square foot of approved building to be developed on the Property will be paid immediately prior to receipt of a zoning permit for each portion of the Property. The term "square foot of approved development" will mean the per square foot of floor area to be developed on that portion of the Property. All payments of the Regional Traffic Contribution will be deposited in an interest �bearing escrow account to be used for construction of the grade� separated interchange described above in Paragraph Four, or such other off-site regional traffic improvements which lessen traffic impacts resulting from development of the Property.

12.One Loudoun: ZMAP 2005-0008Proffers II.A.1 and II.A.2 provide for the dedication and construction of Russell Branch Parkway. The County has not received any site plans or record plats for sections adjacent to Russell Branch Parkway. Therefore, the trigger to dedicate the right-of-way has not been met yet. Construction plans, CPAP-2007-0020, are currently under review for Russell Branch Parkway from Loudoun County Parkway to the Ashbrook property line.

I. TRANSPORTATIONA. Russell Branch Parkway Dedications and Improvements1. The Applicant shall dedicate 120 feet of right-of-way, along with all necessary

construction and maintenance related easements located outside of the right-of-way, to accommodate a 6-lane median divided section of Russell Branch Parkway through the Property in the general locations depicted in the CDP. Additional right-of-way, if needed, shall be dedicated to accommodate turn lanes. Said right-of-way shall be dedicated in sections in conjunction with approved construction plans and profiles for Russell Branch Parkway. The right of way will be dedicated prior to or in conjunction with approval of the first adjacent record plat, or first adjacent site plan, whichever is first in time, for


development on the Property. 2. The Applicant shall construct in sections and phases (as surrounding

development occurs) 4-lane divided Russell Branch Parkway between Loudoun County Parkway�and�the�terminus�of�existing�Russell�Branch�Parkway�at�the�Property’s�northwestern edge, including necessary turn lanes. Applicant shall complete construction of these portions of Russell Branch Parkway prior to commencement of Phase II. Proffers II.C provides for the dedication of right-of-way for the interchange at Route 7 and Loudoun County Parkway, which has not been requested yet.

C. Loudoun County Parkway/ Route 7 Interchange Land DedicationUpon written request from the County and/or VDOT, the Applicant shall dedicate

the right-of-way as shown on Sheet 5 of the CDP, which is necessary to accommodate an urban diamond interchange, along with all necessary construction and maintenance related easements located outside of the right-of-way, for an urban diamond interchange at�the�intersection�of�Loudoun�County�Parkway�and�Route�7�(the�“Interchange”).��To�the�extent permitted by the Loudoun County Zoning Ordinance, Applicant hereby and specifically reserves any and all density credit for this right-of-way.

Proffer II.E provides for a traffic signal at Loudoun County Parkway and Russell Branch Parkway. The signal warrant analysis will be submitted with the first subdivision or site plan.

E. Signalization1. The Applicant shall fund the warrant analyses, design and installation of the

initial traffic signal systems on Loudoun County Parkway at Russell Branch Parkway, Marblehead Drive and, as provided in Proffer VII.D., at Road 5-A.

2. Applicant shall fund the warrant analysis for each of the intersections referred to in Proffer VIII.E.1. concurrent with the submission of the first subdivision or site plan (whichever is first in time) for development contiguous to each of these intersections.

3. In the event the warrants for any of these signals have not been met at the time of issuance of the 900th residential zoning permit, the Applicant shall contribute to the County $150,000 for each unwarranted signal concurrent with the issuance of such residential zoning permit.

4. Applicant shall contribute $75,000 towards the design and installation of the initial traffic signal system at the intersection of Russell Branch Parkway and Atwater Drive at the time that the warrants for this signal have been met. In the event the warrants for this signal have not been met at the time of issuance of the 900th residential zoning permit, the Applicant shall contribute such amount to the County concurrent with the issuance of the 900th residential zoning permit.

5. Applicant shall contribute $75,000 towards the design and installation of the initial traffic signal system at the intersection of Lexington Drive and Atwater Drive at the time that the warrants for this signal have been met. In the event the warrants for this signal have not been met at the time of issuance of the 900th residential zoning permit, the Applicant shall contribute such amount to the County concurrent with the issuance of the 900th residential zoning permit.

Proffer VIII provides for the construction of the interchange at Ashburn Village and Route 7. Section B lists eight pre-construction events that need to occur before construction begins on the interchange. While some of the events are in progress, the trigger in proffer VIII that provides for all of the pre-construction events to be completed has not been met.

VIII. CONSTRUCTION OF ASHBURN VILLAGE BOULEVARD INTERCHANGE


A. Design, Timing of Design and Plans and Construction of the Ashburn Village Boulevard/Route 7 Interchange 1. The Applicant shall design, at its sole cost and expense, the Ashburn Village Boulevard\Route 7 Interchange, including the associated entrance and exit ramps (“Interchange”)�such�that�Loudoun�County�and�its�agents�and�the�Virginia�Department�of�Transportation�(“VDOT”)�may�issue�appropriate�permits�and�approvals�allowing for the Interchange to be constructed by the Applicant.2. The Applicant has submitted and attached to these Proffers a conceptual sketch for the Interchange (included as Exhibit D) (reflecting the basic design and proposed configuration; that is, generally, of a typical diamond configuration with the ramps being offset from the mainline bridge and constructed of earth embankment sections). 3. The Applicant shall submit a preliminarily engineered and designed plan that complies with Chapter 2A of Virginia Department of Transportation Road Manual Volume I, sections 2A-4 through 2A-8 within eight (8) months of approval (by Loudoun County, VDOT and any other governing authority) of its conceptual plan for the Interchange. The dedication of right-of-way for the Interchange, as required by Proffer VIII.B.2., shall be in conformance with the preliminary engineered and designed plan. 4. The Applicant shall submit its final, fully engineered plans for the Interchange upon�both�(a)�the�County’s�approval�of�the�Applicant’s�first�submitted�site�plan,�Construction�Plans�and�Profiles�(“CPAP”)�or�preliminary�subdivision�plat�(whichever�comes first) and (b) within six (6) months of approval (by Loudoun County, VDOT and any other governing authority) of its preliminary design for the Interchange. The Applicant’s�proposed�construction�schedule�and�phasing�of�the�Interchange,�based�upon existing and projected traffic counts, will be submitted with these final plans.B. Timing and Pre-Construction Events for Interchange The Applicant shall, within three (3) months after the fulfillment\completion of all of the following, noted events, bond the approved Interchange and commence construction immediately thereafter, and exercise all due diligence to complete construction of the Interchange as soon as commercially practicable: 1. Final approval of its fully engineered Interchange plans by the County, Loudoun�County�Sanitation�Authority�(“LCSA”),�VDOT�and�any�other�governing�authority; 2. Dedication and or conveyance to the County, LCSA, VDOT and any and all other utility companies and entities (including but not limited to electric, telephone and cable television companies), of all necessary rights-of-way and easements required for utilities, storm drainage, construction and maintenance of the approved Interchange design (all at no cost to the Applicant); 3. Issuance�of�the�Applicants’�first�residential�or�non-residential�zoning�permit�by Loudoun County, whichever comes first; 4. The bonding and award of a final contract by Loudoun County for the complete construction of the Loudoun County Parkway\Route 7 grade-separated interchange (which is located contiguous to the Property and east of the Ashburn Village Boulevard\Route 7 Interchange); 5. The commencement of construction of the Loudoun County Parkway\Route 7 grade-separated interchange; 6. Provision of $5 million to the Applicant (to off-set the costs of utility relocation, provision of storm water management, wetlands mitigation, permitting


costs and traffic management plans associated with the construction of this Interchange) from Loudoun County (through sufficient proffer funding from other landowners currently seeking zoning approvals, from those having previously received zoning approval in the vicinity of the Subject Property, from the allocation of proffer monies held or anticipated-to-be-held by Loudoun County and\or from any other sources); 7. Issuance of any and all required permits by any and all agencies having jurisdiction for the Ashburn Village Boulevard\ Route 7 Interchange construction to commence; and8. The construction by the Applicant of the Ashburn Village Boulevard Interchange shall not be governed by the provisions of Proffer VII.K.

C. County Option and Alternative to Construction of Interchange – Completion of Design and Contribution of $20 Million1. Prior to the time of fulfillment of all the conditions of VIII.B. 1 through 8 (or such other time as mutually agreed to by the Applicant and the Board of Supervisors) the County, by a final, majority vote of the Board of Supervisors, may direct the Applicant, in writing, to provide funds to the County, or its designee for the construction of the Interchange. Applicant shall make the following three (3) installment payments, totaling $20 million dollars (not subject to the escalation provision of any other Proffers):

a. first $6 million paid concurrent with the issuance of the first residential zoning permit for Phase 1 by the County, if not previously issued, or upon receipt of notice by the County if the first residential zoning permit has been issued,

b. an additional $8 million contribution ten (10) months after the initial payment, and assuming the final engineering documents described in Proffer VIII.A.4. have been approved, and

c. a third and final $6 million payment due eight (8) months after the second payment.

2. If the County chooses to direct the Applicant to provide such funds in lieu of construction, then the Applicant will have no further additional obligations with regard to the Ashburn Village Boulevard\Route 7 Interchange under these Proffers.3. Should the County, or its designee, not require the Applicant's total contribution to complete the Interchange, the Applicant shall be entitled to either a return of any contributed funds and\or the County may notify the Applicant that the total funding is not necessary and reduce the amount(s) paid. Should the County, or its designee, proceed with the Interchange construction, the Applicant may request reasonable documentation of the costs of construction associated with its proffered improvements.

13.One Loudoun Center/Potomac Green: ZMAP 2002-0016On July 27, 2004, the Applicant contributed $2,056,000 pursuant to proffer 9.A, which provides for a regional road contribution (proffer sequence #99064780). Funds have yet to be distributed; with the addition of interest, the current balance is $2,266,708.54. Since Loudoun County Parkway has been completed in vicinity of the property, the funds may be used for other transportation improvements within two miles of Potomac Green.

9.A Regional Road Contribution/Cash Contribution. The Applicant will provide a one-time cash contribution to Loudoun County in the amount of Two MillionDollars ($2,000,000.00) for the completion of the Loudoun County Parkway


(Route 607) and/or other transportation improvements within a two (2) mileradius of the Subject Property, as determined by the Board of Supervisors.This cash contribution will be paid to the County within 30 days after theapproval of the first Preliminary Subdivision Plat for the Subject Property.Such Preliminary Subdivision Plat will be submitted for County review withinsix (6) months of ZMAP 2002-0016 rezoning approval. This contribution is in2003 dollars and will increase annually each January 1st from the base year of2003, in accordance with the CPI until the time of the contribution.

14.University Center: ZMAP 1993-0001/ZCPA 1992-0009Proffer 14.A of ZCPA 1992-0009 provides that the applicant will provide the improvements specified in Exhibit B, University Center Transportation Proffer, Advance and Phasing Program. Phase 1 (0-1,999 residential units) provided for an additional westbound lane on Route 7 along the property’s frontage; an additional westbound lane along the frontage of the Potomac Farms subdivision to the westernmost entrance of Route 823; and one eastbound lane along the entire property frontage in existing right-of-way. The improvements were constructed by the applicant as evidenced by CPAP 1990-1150 and CPAP 1989-0120.

(A) Phasing of Development and Road Improvements.The Owner and County have identified those on-site and off-site regional road improvements necessary to accommodate the development anticipated by ZMAP 1992-0004 and ZCPA 1992-0009 and provide additional regional capacity. Such improvements are outlined in detail on "University Center Transportation Proffers, Advance and Phasing Program," Exhibit "B", dated August 10, 1988, as revised October 1992, attached hereto and incorporated herein as represented graphically on phasing drawings titled, "Road Improvements University Center," Exhibit "C", dated July 25, 1988, as revised October 1992 attached hereto and incorporated herein, and have been approved in concept as to general location, traffic movements and number of lanes by Loudoun County and are subject to final design approval by VDOT. Based on the conceptual approval of the on-site and off-site road improvements outlined, the Owner agrees to address all the listed improvements to achieve the phasing program by actual construction, the proffered contribution of funds, the advancing of funds or the restriction of building occupancy as set forth herein�and�on�Exhibit�“B”.

Proffer 7.D.1 of ZCPA 2000-0009 provides for the preparation of preliminary design plans for the grade-separated interchange at Route 7/Loudoun County Parkway. The plans are due to the County within six months of approval of the preliminary subdivision application filed to dedicate the right-of-way for the road improvements listed in proffer 7.A (Loudoun County Parkway, George Washington Boulevard, and Presidential Drive). The preliminary design plans are due to the County no later than the approval of the site plan containing 2,000,000 cumulative non-residential square feet within University Center. The trigger for proffer 7.D.1 has not been met. The preliminary subdivision application to dedicate the right-of-way was submitted but not approved. Additionally, University Center has not submitted a site plan containing two million square feet of cumulative non-residential use.

An electronic version of the proffer text for ZCPA 2000-0009 is unavailable.

Proffer 7.D.2 of ZCPA 2000-0009 provides that within six months of the approval of the preliminary design plans, the Owners shall submit construction plans for the diamond-style


interchange to the County and VDOT for review and approval. In this proffer, the Owners made a commitment to spend up to $1,000,000 for preparing the construction plans. Should either the County or VDOT fail to approve the preliminary design plans for the interchange, the Owners shall provide a $1,000,000 cash contribution to the County to be used for the design or construction of the interchange. The trigger for proffer 7.D.2 has not been met because the preliminary design plans have not yet been submitted.


Proffer 7.E provides for the reservation and dedication of right-of-way required for the grade separated interchange at Route 7/Loudoun County Parkway. The reservation was recorded on August 6, 1992 in deed book 1179, page 1170.


The proffered construction of Riverside Parkway was amended by ZCPA 1993-0004 to permit construction of Riverside Parkway through University Center to be a four lane undivided roadway in a 70 foot right-of-way. Riverside Parkway has been dedicated through a portion of the property located to the east of Potomac Farms subdivision to the intersection with Research Place, and has been constructed in two phases according to CPAP 1990-1160 and CPAP 1994-0015.

Refer to ZCPA 1993-0004, Exhibit C, Road Improvements University Center

In ZMAP 1992-0004, University Center proffered to design, construct and proffer 50% of the cost of the Route 607/7 interchange as a phase IV transportation improvement. The trigger for Phase IV, 3,727,000 to 5,395,999 square feet of non-residential development and 0-2,388 residential units has not been met. Proffer 14(B)2.b of ZCPA 1992-0009 provides for a cash contribution for the owner’s 50% proffer contribution. It is noted that the County has received $54,188.40 from University Center for contributions to the Transportation Trust Fund. No funds have been distributed; the current balance is $57,961.11. The first $200,000 of funds deposited into the Transportation Trust Fund were to be used for construction of the Route 7/Algonkian Parkway interchange, which has already been constructed.

b. For those improvements where Owner was to advance 50% of the costs and make a proffer contribution for the remaining 50% of the costs (the Route 7/607 interchange, and the north/south collector road connector bridge) in lieu of constructing such improvements, Owner shall make payment (or at the County's option the Owner will provide a clean irrevocable letter of credit to the benefit of and in a form acceptable to Loudoun County) for its 50% "Owner's proffer contribution" as set forth below, to satisfy this phasing program requirement but only after the notice requirements, as set out in Article 14, Paragraph (B)2.c., below, have been followed. In no event shall Owner make such payment or provide such letter of credit prior to the issuance of Certificates of Occupancy which result in the University Center project exceeding 1,238,999 square feet of non-residential building (Phase IA). The amount of "Owner's proffer contribution" shall be the lesser of: (1) the amount set forth in Exhibit "B" escalated three percent (3%) per year beginning at the first anniversary following the approval of ZMAP 86-29 and ending at time of payment not to exceed a total escalation of sixty percent (60%), to be known as the "escalated proffer contribution," or, (2) the "current estimated cost" of design and construction of the specified improvement as if it were to be constructed on the date of the contribution. The "current estimated cost" shall be determined by two qualified


independent licensed engineers, employed by Owner, one selected by the Board of Supervisors and one selected by Owner, who shall agree on the cost of design and construction. In the event the engineers are unable to agree, they shall select a third engineer who shall render his estimate of the cost of design and construction. The average of the three estimates shall be used to determine the "current estimated cost." The cost of these engineers shall be included as part of the costs of design and construction improvements.c. Notwithstanding Article 14, Paragraph (B)2.b. above, in the event that suitable reimbursement agreements cannot be reached to enable Owner to advance the necessary funds and no other sources of funding can be obtained, the Owner may accelerate and reallocate certain proffer contributions described on Exhibit "B" (attached hereto) as follows:

i. the amounts to be contributed to the Transportation Trust Fund established pursuant to items II(d), III(A)(f), IV(b)(2), and VI(c)(2) of Exhibit "B" amounting to a total of $1,400,000; and

(ii) The estimated amount of "Owner's proffer contribution" toward the construction of the north/south collector road connector bridge over Route 7, as shown in item III(A)(a) of Exhibit B amounting to $1,987,000;

and apply such proffer contributions instead to the following costs which were otherwise to be paid by others

or advanced by the Owner pursuant to suitable reimbursement agreements:

(a) the remaining portion of the cost (after "Owner's proffer contribution") of the design and construction of Phase I of the 607/7 interchange, as shown in items II(a)(1) and (2) of Exhibit "B" estimated to require funds of $2,086,000 in excess of "Owner's proffer contribution"; and

(b) the full cost of the associated southern collector roadway, as shown in item IA(c) of Exhibit "B" estimated to require funding of $860,000.

In addition, prior to exercising the provisions contained in Article 14, Paragraph (B)2.b. above, the Owner must send, by certified mail, to the County Administrator and the Director of Building and Development written notice of its intent to exercise the provisions contained in Article 14, Paragraph (B)2.b. and, if requested to do so in writing by appropriate Loudoun County officials within 90 days of receipt of such certified mailing, the Owner must accelerate and reallocate these proffer conditions. This written notice required to be sent by the Owner shall have attached thereto an outline of the provisions of the most recent reimbursement agreement proposed by the Owner upon which agreement could not be reached. Such funds as are necessary to complete Phase I of the 607/7 interchange and the associated southern collector roadway shall be taken first from the Transportation Trust Fund to the extent such monies have already been contributed, next in the form of accelerated Owner contributions to the Transportation Trust Fund (the aggregate of the monies already contributed and the accelerated contributions to the Transportation Trust Fund not to


exceed $1,400,000), and lastly as a credit against the amount estimated to be "Owner's proffer contribution" for the construction of the collector connector bridge [up to $1,987,000, as escalated in accordance with the provisions of Article 14, Paragraph (B)2.b.(1)]. To assure the availability of such funds from the Transportation Trust Fund to the greatest extent possible, no monies shall be expended from the Fund for any other purpose until the Route 607/7 interchange has been constructed, notwithstanding the stated reservation in Exhibit "B" of some such funds for the Algonkian/Route 7 interchange. Even if the applicable proffered contribution is accelerated and reallocated, Owner shall remain obligated to construct the north/south collector road connector bridge, and to the extent that "Owner's proffer contribution" for this purpose has been diminished by such acceleration and reallocation, an amount of replacement funds equivalent to such diminution and necessary to complete the improvement shall be considered as funds to be provided by others or to he advanced by the Owner pursuant to suitable reimbursement agreements, as otherwise described herein; if the amount of the accelerated and reallocated proffer contribution exceeds "Owner's proffer contribution" for the construction of such collector connector bridge (50% of the actual cost), the difference shall be refunded to the Owner from the Transportation Trust Fund or, if not available from such source, shall be credited against future payments to the Fund or other Owner proffer obligations. If funds become available from any other source for construction of the Route 607/7 interchange after Owner has accelerated or reallocated and paid out any such monies pursuant to this Article, then these funds shall be applied first to repay Owner for proffered contributions accelerated and reallocated from the intended construction of the collector connector bridge, next to repay Owner from proffered contributions to the Transportation Trust Fund which were accelerated in advance of the issuance of corresponding zoning permits, next to replenish the Transportation Trust Fund to a level corresponding to the extent of issuance of zoning permits to Owner, and finally to the design and construction of subsequent phases of the Route 607/7 interchange. If the funds available from all other sources, including but not limited to the accelerated and reallocated proffer contributions described herein, are not sufficient to complete 50% of the cost of design and construction of Phase I of the Route 607/7 interchange and 100% of the cost of completing the associated southern collector roadway, or if required rights-of-way for these improvements are not made available in a timely manner, then Owner may exercise its rights under Article 14, Paragraph (B)2.b. above without any obligation other than as set forth therein.

15.Commonwealth Center (Loudoun Pointe): ZMAP 1990-0001/SPEX 2006-0003Condition 15 of SPEX 2006-0003 provides for the dedication and construction of Russell Branch Parkway to the existing road east of the subject property. Construction plans are currently being reviewed for this project (CPAP 2006-0150).


16.Broad Run Associates Loudoun Square: ZMAP 1984-0008Proffer 3 provides for the dedication and construction of an additional travel lane along the property’s frontage on Route 7, which has been constructed by VDOT. The proffers do not provide for a cash contribution if the road improvements are constructed by others.

3. The applicant agrees to dedicate the land for, if necessary, and to construct, a full section of an additional travel lane along the full frontage of the subject property on Route #7. The said section of additional travel lane shall be that which abutts and joins the southernmost edge of the existing paved travel lane on said Route #7 and shall have a width of fourteen (14) feet more or less from said edge to face of curb. Said construction shall meet the standards of the Virginia Department of Highways and Transportation (VDH&T) and shall be bonded as to completion at the time of final site plan or record plat approval, whichever shall occur first in time. Construction of said section shall commence at the same time as construction is commenced on the entrance to the subject property from Route #7.

17.Cross Creek Business Park: ZMAP 1986-0058Proffer 8 provides for the construction of an additional lane on the property’s Route 7 frontage and requires a cash equivalent contribution if the construction is completed by others. The County’s records (proffer sequence #96074006) reflect that $21,750 was received for this proffer and the funds were credited to the account associated with proffer 12.

8. In addition, the applicant will at the time of first subdivision or first site plan approval, whichever is first in time, provide for a performance bond to guarantee construction of one additional lane of Route 7 across the frontage of the property and shall construct said one lane of Route 7 across the frontage of the property to the VDOT specifications and requirements at the time of development of the property. If, and only if, at the time of development of subject property, the additional lane of Route 7 across the frontage of the property has already been constructed and paid for by others, the applicant shall provide the County with a cash equivalent contribution in an amount equal to the cost of aforesaid improvements. Applicant shall make such cash contribution in lieu of posting the bond mentioned in the preceding paragraph but shall not be required to make said contribution prior to the earlier of obtaining site plan approval or subdivision approval.

Proffer 12 provides for a cash contribution, not to exceed $57,500 to fund improvements to Route 7. The County has received a contribution $18,000 for proffer 12. The funds received pursuant to proffer 8 were credited to the same account (proffer sequence #96075002); no funds have been distributed; with the addition of interest, the current


balance is $82,093.72. These funds must be expended within the vicinity of the property.12. Applicant agrees to make a cash contribution to the County in an amount not to exceed $57,500 in the aggregate for a Fund for Route 7 to be used by the County for certain improvements to Route 7 in the vicinity of subject property to include a pro-rata contribution to the signalization of Route 7 at the Loudoun Square intersection. The total amount to be contributed by applicant shall be determined by the total amount of FAR square footage to be constructed on the property, but in no event shall the amount exceed $57,500.Contributions to the Fund shall be made at the time of issuance of zoning permits for each building to be constructed on the Property and the amount contributed shall be computed at the rate of S.50 per FAR Foot in each building. For example, if applicant intends to construct a building having 40,000 FAR square feet, applicant shall contribute $20,000 (40,000 FAR Feet X $.5O/Far Foot) to the Fund. In the event applicant constructs only 100,000 FAR square feet on the entire site, the total contribution to the Fund shall be $50,000 (100,000 FAR Feet X $.5O/FAR Foot).

18.West Pointe Office Park: ZMAP 1987-0030 (note: entered into LMIS as ZMAP-1987-0300)

Proffer 8 provides for construction of an additional lane of Route 7 across the property’s frontage, or a cash equivalent if the improvement is completed by others. Proffer 11 provides for a cash contribution based on FAR square footage for improvements to Route 7. To date, the property has not been developed nor have any site plans been submitted for this property. The property’s frontage on Route 7 measures 560 feet; therefore, a cash in lieu of construction contribution for proffer 8 in the amount of $137,564 will be due at site plan approval. It is uncertain when the trigger for proffers 8 and 11 will be met because they are triggered by the approval of the first subdivision or site plan approval.

8. In addition, the applicant will at the time of first subdivision or first site plan approval, whichever is first in time, provide for a performance bond to guarantee construction of one additional lane of Route 7 across the frontage of the property and shall construct said one lane of Route 7 across the frontage of the property to the VDOT specifications and requirements at the time of development of the property.

If, and only if, at the time of development of subject property, the additional lane of Route 7 across the frontage of the property has already been constructed and paid for by others, the applicant shall provide the County with a cash equivalent in an amount equal to the cost of aforesaid improvements. Applicant shall make such cash contribution in lieu of posting the bond mentioned in the preceding paragraph but shall not be required to make said contribution prior to the earlier of obtaining site plan approval or subdivision approval.

11. Applicant agrees to make a cash contribution to the County in an amount not to exceed $100,800.00 in the aggregate for a Fund for Route 7 to be used by the County for certain improvements to Route 7 in the vicinity of subject property to include a pro-rata contribution to the signalization of Route 7 at the Loudoun Square intersection. The total amount to be contributed by applicant shall be determined by the total amount of FAR square footage to be constructed on the property, but in no event shall the amount exceed $100,800.00.Contributions to the Fund shall be made at the time of issuance of zoning permits for each building to be constructed on the Property and the amount contributed shall be


computed at the rate of $.60 per FAR Foot in each building. For example, if applicant intends to construct a building having 40,000 FAR square feet, applicant shall contribute $24,000.00 (40,000 FAR Feet x $.60/FAR Foot) to the Fund. In the event applicant constructs only 100,000 FAR square feet on the entire site, the total contribution to the Fund shall be $60,000.00 (100,000 FAR Feet x $.60/FAR Foot).

19.Dulles Town Center: ZMAP 1990-0014Proffer IX.23H provides for the dedication of a portion of the interchange at Route 7 and Atlantic Boulevard/Algonkian Parkway. This dedication was recorded on 2/24/1999 in deed book 1654, page 1510.

23.H. Atlantic Boulevard/Algonkian Parkway and Virginia Route 7 Interchange

In conjunction with the approval of any subdivision containing land necessary for the Atlantic Boulevard/Algonkian Parkway and Virginia Route 7 Interchange, the Applicant shall reserve sufficient land on site for an interchange at the intersection of the Algonkian Parkway/Atlantic Boulevard and Virginia Route 7. Upon the request of the County and subject to the following, the Applicant shall dedicate sufficient right-of-way to provide for the construction of all roadways and ramp improvements necessary to construct the Atlantic Boulevard/Algonkian Parkway and Virginia Route 7 Interchange (collectively the "Ramp Improvements"), as set forth in the Dewberry & Davis plan entitled "Construction Plans for Algonkian Parkway/Route 7 Interchange dated�June�1990,�(CPAP-91-0043-02)”,�and�subject�to�the�following:�the�entity�desirous of constructing such roadway has secured approval of construction plans and profiles from the County and VDOT, and further provided that the alignment is in substantial conformance with the Applicants Concept Plan, as may be amended, and approved by the County Board of Supervisors, and further provided that subject to the obtaining of all right-of-way, a notice to proceed as to construction has been issued, then in that event, the Applicant shall dedicate the right-of-way on the Property necessary to construct the Ramp Improvements. Otherwise, dedication of the land area for the Ramp Improvements by the Applicant shall occur prior to bonding or construction of said Ramp Improvements in conformance with Exhibit E.

Proffer IX.I provides for the construction of a third eastbound lane along the property’s Route 7 frontage. The road improvements were constructed as shown on CPAP 1993-0004; the proffer is fulfilled.

23.I. Route 7The Applicant shall construct the third eastbound lane along the frontage of its Property on Virginia Route 7, from the terminus of the Algonkian/Route 7 interchange project and continuing to Loudoun Tech. Such improvements will be provided concurrently with the initial improvements to the Countryside/Route 7 intersection. The Applicant shall dedicate a sufficient amount of on-site right-of-way upon request of the County to provide for the construction of a third eastbound lane along the frontage of its Property on Virginia Route 7.

Proffer IX.J provides for the right-of-way reservation for a diamond interchange at Route 7 and Countryside Boulevard. The Countywide Transportation Plan does not include a diamond interchange at this location; therefore, the reservation has not been made.

23.J. Route 7/Countryside Boulevard Diamond Interchange ReservationThe Applicant shall reserve for dedication a sufficient amount of right-of-way on-


site to allow the construction of a diamond interchange at Virginia Route 7 and Countryside Boulevard. Unless otherwise earlier determined by VDOT and Loudoun County as not necessary in which case such reservation shall cease upon written notice from the County, VDOT shall commence construction within thirty-five (35) years of this zoning approval otherwise this reservation of land shall cease. Such dedication shall be made as soon as reasonably practicable after request of Loudoun County.

20.Loudoun Village: ZMAP 1990-0022Proffer IV.10 provided for the construction of a second left turn lane from east bound Route 7 to north bound Countryside Boulevard or a cash contribution if the improvements were made by others. The proffer was fulfilled by a cash contribution of $65,912.94 on January 30, 1990 (proffer sequence #97015458). A total of $73,151.86 has been distributed from proffer IV.10, resulting in a balance of $5,233.08.

IV. PHASING10. As the project's first phase, the Applicant may plat and may construct up

to a total of 174 townhouse units on that portion of the site zoned R-8. However, prior to first record plat approval for any units on the property, the developer shall design and bond for the construction, a second left turn lane from east bound Route 7 to north bound CountrySide Boulevard, to include any necessary adjustments to the existing signalization at that intersection. The design will be in accordance with Loudoun County and VDOT standards and approved by both those entities. Construction of said turn lane will be completed and approved by VDOT and Loudoun County prior to the issuance of an occupancy permit for any unit in Phase One. If someone other than the developer of Loudoun Village constructs this second left turn lane at the Route 7/CountrySide Boulevard intersection, the developer will be allowed to proceed with the Phase One portion of the development. However, the developer shall make a cash contribution in an amount equal to $355.00 per unit for each unit in Phase One at the time of zoning permit approval. Such cash contributions to be used by Loudoun County for regional road improvements in the geographical region of Loudoun County known as the Route 7 East Planning Area, as shown in the County's General Plan, at the time of this zoning approval.

Proffer IV.11 provided for the construction of 2,010 feet of the third west bound lane on Route 7 starting at Countryside Boulevard, a right turn lane from Route 7 to Countryside Boulevard and a design of signal modifications. The proffer also provided for a cash contribution if the third west bound lane and turn lane was constructed by others. According to a February 8, 2000 letter from the County’s former proffer manager, the westbound third lane and right turn lane for Route 7 were installed by the developer of Jefferson Village (a.k.a. Loudoun Village).

11. Phase Two of the development shall be the 274 multi family units in the R-16 portion of the site. Prior to the first site plan approval for any units in the R-16 portion of the project, in addition to the road improvements outlined in paragraph 10, the developer shall design and bond for the construction of a third thru westbound lane on Route 7 from CountrySide Boulevard to the point where three existing westbound lanes exist, a distance of approximately 2,100 feet. In addition, this design will include a new right turn lane from west bound Route 7 to northbound CountrySide Boulevard, including any necessary adjustments to existing signalization at that intersection and from west bound Route 7 to Parcel 1 on Tax Map 81. The


design will be in accordance with Loudoun County, and VDOT standards and approved by both those entities. Construction of these improvements will be completed and approved by VDOT and Loudoun County prior to the issuance of an occupancy permit for any unit in Phase Two. If someone other than the developer of Loudoun Village constructs this third thru lane and right turn lanes, the developer will be allowed to proceed with the Phase Two portion of the development. However, the developer shall make a cash contribution in an amount equal to $580/unit for each unit in Phase Two at the time of zoning permit approval. Such cash contributions to be used by Loudoun County for regional road improvements in the geographical region of Loudoun County known as the Route 7 East Planning Area, as shown in the County's General Plan, at the time of this zoning approval.

If the developer of Loudoun Village constructs these improvements, and the County approves additional rezonings within a period of five years from the approval date of this rezoning, in the area bounded by Route 7, CountrySide Boulevard, the Potomac River and the eastern boundary of the Broad Run Farms residential community, Loudoun County will attempt, through its proffer system, to obtain reimbursement for the developer of Phase Two of Loudoun Village, in a pro rata amount to be determined on an individual application basis.

12. The provisions of Proffers 10 and 11 notwithstanding, at any time prior to or during the development of Loudoun Village, should an at grade; partial grade separation or full grade separation connection of Algonkian Parkway (West) to Route 7 be made, the development will be allowed to progress without regard to Phasing. If the developer of Loudoun Village is making cash contributions in accordance with the terms of proffers 10 & 11 at the time the connection is made, such cash contributions win continue throughout the life of the project. If the road improvements outlined in proffers 10 & 11 have not been made at the time the Algonkian Parkway (West) connection is made to Route 7, the developer of Loudoun Village will make the cash contributions outlined in proffers 10 & 11. Such contributions may be used by Loudoun County for any regional road improvements in the Route 7 East Planning Area of Loudoun County, as described in the County's General Plan, at the time of these proffers.

21.Eden 2: ZMAP 1998-0008Proffer IV.B provided for the dedication of approximately 15.1 acres for the construction of a grade separated interchange at Route 7 and Algonkian Parkway. The dedication was recorded on 10/6/2000 in deed book 1827, page 2033.

Regional Road Improvements:

The Developer shall dedicate to Loudoun County or VDOT at no public cost, the necessary right-of-way to construct the extension of Algonkian Parkway through the site to Route 7 and to construct a portion of the grade-separated interchange planned for the intersection of Route 7 and the Algonkian Parkway. Said dedications shall be approximately 15.1 acres and shall be of a configuration that is in substantial conformance with the Concept Development Plan. Except as otherwise provided herein, said dedications will occur at the request of Loudoun County. The Developer shall not be liable or responsible for the bonding, construction, or maintenance of such interchange or Algonkian Parkway improvements. Such dedication shall include such easements as may be required by VDOT or the County for drainage, slope and utilities needed for construction of the grade-separated improvement. Notwithstanding any other provision of this Section IV.B., the Developer shall make


such dedication only if the configuration of the proposed grade-separated interchange remains substantially as depicted on the Concept Development Plan, or, if changed therefrom, is not changed in a manner which materially, adversely affects the development approved for the Property in Rezoning Amendment Application ZMAP 1998-0008.

22.Countyside: ZMAP 1984-0009The proffers for this application do not provide for any improvements to Route 7.

23.Parc City Center: ZMAP 1994-0004The proffers for this application do not provide for any improvements to Route 7.

24.Potomac Lakes: ZMAP 1986-0013All of the Potomac Lakes proffers that provide for improvements to Route 7 have been fulfilled. The applicable proffers are: B.3.A: Construct the third westbound lane one Route 7. B.3.B: Construct right turn lanes at the intersections of Route 7/637 and Route 7/777. B.3.D: Contribute $100,000 for coordination of signals on Route 7 from Route 637 to

Dranesville Road – It is noted that the developer implemented the signal coordination instead of paying the cash contribution.

B.4: Construct of improvements to Route 7/637. B.6.A: Dedicate right-of-way for the Route 7/Potomac Lakes Parkway interchange. B.6.C: Construct the Route 7/Potomac Lakes Parkway interchange. B.6.E: Construct improvements to Route 7 associated with the Route 7/Potomac Lakes

Parkway interchange. B.9: Install traffic signals at several intersections, including Lakeside Drive/Route 7 and

Potomac Lake Parkway/Route 7 interchange ramp An electronic version of the proffer text for ZMAP 1986-0013 is unavailable.

25.Spring Lake Multifamily (Cascades Commons): ZMAP 1991-0004The proffers for this application do not provide for any improvements to Route 7.

26.Potomac Run Center (previously Northern Gate): ZMAP 1993-0004Proffer 14 provided for the construction of a third eastbound lane along the property’s Route 7 frontage and a separated eastbound right turn deceleration lane to the Route 7/Campus Drive intersection. Proffer 15 provided for the construction of two left turn lanes from westbound Route 7 to the southbound extension of Campus Drive. Proffer 16 provided for the reconstruction of the third westbound lane on Route 7 at the intersection of Route 7 and Route 637. Proffer 17.a provided for the construction of a third east bound lane and turn lanes along the Property’s Route 7 frontage from Route 7 and the extension of Campus Drive to the intersection Route 7 and Route 637 if the improvements are not bonded or constructed others. Proffer 17.e provided for coordination of traffic signals at the Route 7/Campus Drive and Route 7/637 intersections. Proffer 17.g provided for cash in lieu of construction if any of the traffic improvements described in paragraph 15 are constructed by others.

According to July 16, 1996 letter to Terry Wharton, the County accepted a cash contribution and construction of an additional traffic lane in lieu of upgrading the traffic signal at Route 7 and Route 637. The amount of the cash contribution was $206,882.00 and reflected a


deduction for constructing the additional traffic lane. The cash contribution was applied to proffer sequence #96092251, which has had $120,000.00 distributed resulting in a current balance of $173,417.72.

14.Prior to the approval of the first final site plan for the Property (unless required to be constructed or bonded for construction sooner at the time of a record plat approval pursuant to the LSDO), the Applicant shall construct or bond for construction, within the existing right-of-way for Route 7, (i) a third eastbound lane along that portion of the Property’s�Route�7�frontage�which�presently�has�only�two�eastbound�lanes,�if�any,�and (ii) a separate eastbound right-turn deceleration lane along the Route 7 frontage of the Property to the Route 7/Campus Drive intersection, in accordance with the design speed for Route 7 and VDOT standards.

15.Prior to the approval of the first final site plan for the Property (unless required to be constructed or bonded for construction sooner at the time of a record plat approval pursuant to the LSDO), the Applicant shall construct or bond for construction, within the existing Route 7 median, two left turn lanes from westbound Route 7 to the proposed southbound extension of Campus Drive in accordance with VDOT standards.

16.Prior to the approval of the first final site plan for the Property (unless required to be constructed or bonded for construction sooner at the time of a record plat approval pursuant to the LSDO), the Applicant shall reconstruct or bond for reconstruction, the channelization of the third westbound lane on Route 7 at the intersection of Route 7 and Route 637 to allow three free-flow lanes through the intersection by (i) reducing the size of or removing the existing concrete islands at the intersection and (ii) relocating the existing utility poles and signalization facilities from the concrete islands to the edge of pavement in accordance with VDOT standards

This commitment is contingent upon the Applicant being able to accomplish the reconstruction within the existing right-of-way and any existing necessary easements. In the event sufficient right-of-way and/or necessary easements are not available, the Applicant may ask the County to cooperate in obtaining the necessary right-of-way and/or easements for the reconstruction through direct contributions from property owners and/or by proffered conditions through the zoning process. It is understood that the County, within its sole discretion, will seek such necessary right-of-way and/or easements from other property owners as development occurs on those properties.

If the necessary right-of-way and/or easements are not made available, the Applicant shall make a good faith attempt to purchase the necessary right-of-way and/or easements�at�fair�market�value.�For�purposes�of�this�proffer,�a�“good�faith�attempt”�shall be satisfied by the Applicant making an offer, in writing, to purchase the necessary right-of-way and/or easements from the property owner for the fair market value of such right-of-way and/or easements as determined by an independent appraisal commissioned by the Applicant.

Where necessary right-of-way and/or easements for such reconstruction cannot be obtained either (i) voluntarily through donation or proffer to the County, or (ii) through purchase by the Applicant at fair market value, the Applicant shall request the County, in writing, to acquire such right-of-way and/or easements by means of the


County’s�power�of�eminent�domain,�with�all�costs�associated�with�such�eminent�domain proceedings to be borne by the Applicant, including but not limited to, the right-of-way and/or easement acquisition costs. The initiation of eminent domain proceedings pursuant to this paragraph is solely within the discretion of the County. If the County does not authorize condemnation of the necessary right-of-way and/or easements within 60 days of receiving written request from the Applicant, the Applicant shall be relieved completely from the reconstruction commitment in this paragraph. The Applicant shall not be prevented from obtaining any land use approvals (including, without limitation, site plan, subdivision, grading permit, zoning permit, building permit, and occupancy permit) for the Property nor from commencing construction on the Property during the pendency of any eminent domain proceedings initiated pursuant to this paragraph.

17. If the following road improvement(s) are not bonded or constructed by others at the time of the first final site plan approval for the Property (unless required to be constructed or bonded for construction sooner at the time of a record plat approval for the Property pursuant to the LSDO), the Applicant shall construct or bond for construction:

a. A third east bound lane and appropriate turn lanes on Route 7, in accordance with VDOT standards, within the existing right-of-way for Route 7, along the Route 7 frontage of the properties on the south side of Route 7 adjacent to and to the east of the Property, from the intersection of Route 7 and the proposed extension of Campus Drive to the intersection of Route 7 and Route 637.

b. If necessary, as determined by VDOT and/or the County, the Applicant will coordinate the traffic signals at the Route 7/Campus Drive intersection and at the Route 7/Route 637 intersection as part of the improvements described in paragraph 15© above. This coordination shall occur to coincide with the opening of the proposed extension of Campus Drive. The necessary study to determine the need for the signal coordination shall be completed prior to the bonding of the improvements described in paragraph 15© above. If the Applicant performs the study, such study shall be subject to VDOT review and approval. If VDOT performs the study, the Applicant shall reimburse VDOT for the actual cost of performing the study. In the event the improvements described in paragraph 15© above are not constructed (if, for example, the conditions set forth in paragraph 17 below are satisfied), the signal coordination shall not be required.

27.Northern Gate/Georgelas: ZMAP 1987-0028These proffers were superceded by Potomac Run Center, ZMAP 1993-0004.

28.North Gate: ZMAP 1986-0004The proffers for this application did not provide for any improvements or cash contributions for Route 7.

29.Bernard M. Carlton: ZMAP 0000-0330Proffer 2 provides for frontage improvements on Route 7 and Route 637, which were made


as part of SPPF-1985-0033.2. The provision of full frontage improvements on Route 7 and Route 637 as

recommended by VDH&T.

30.Mirror Ridge: ZMAP 1986-0026According to the cash contribution agreement dated June 7, 1991, the applicant made a cash contribution in lieu of construction to fulfill proffers B.2 through B.5, which is recorded in proffer sequence number 96124415. A payment of $73,500 was processed on August 22, 1991, $64,605.86 of interest has been applied, no funds have been distributed, the current balance is $138,105.86.

2. Closing of the existing median break closest to Route 7.3. Removal of a portion of the existing raised median at the northwest corner of Routes 7 and 637 to delineate a separate southbound through lane on Route 637 and a separate westbound through lane on Route 7. The dimensions of removal are subject to final engineering and VDOT approval.4. Construction of a deceleration lane on westbound Route 7 to the east of the property's Route 7 entrance and continuing along the frontage to the Route 637 intersection. All construction shall meet VDOT standards.5. Construction of a third through lane on westbound Route 7 from Route 846 (Sterling Boulevard) to Route 637. In addition, Applicant agrees to install a buffer along a portion of Route 7 adjacent to Cardinal Glen as shown on Exhibit B, attached, provided that the Cardinal Glen Homeowners Association grants all necessary permissions. The buffer shall supplement the existing berm and planting and shall consist of ten-foot high cedar trees planted five feet on center.

Additionally, the applicant proffered a cash contribution to fund the interchange at Route 7 west of Route 637 or other projects in the vicinity of Mirror Ridge. A total of $142,595.92 has been contributed, no funds have been disbursed; the current balance is $184,002.93 (proffer sequence numbers 96125909 and 96124548).

(C) Applicant shall contribute $ 150,000 to the Loudoun County Board of Supervisors to be used for the first interchange on Route 7 west of Route 637 (at Potomac Lakes) or for such other project in the general vicinity of this development deemed appropriate by the Loudoun County Board of Supervisors. The contribution shall be made as zoning permits are issued based on the following formula: $ 1.16 per square foot of non-residential space and $ 225.00 per dwelling unit; provided, that the remaining balance of the contribution shall be made at such time as the designated project has been approved by the Board of Supervisors and the Virginia Department of Transportation.

31.Cardinal Glen: ZMAP 0000-0252The proffers for this application do not provide for any improvements to Route 7.

32.Route 7 Partners (Augusta Center): ZMAP 1995-0013Proffer 8 provides for either the lengthening of the eastbound turn lane from Route 7 to August Drive or construction of dual eastbound turn lanes at Augusta Drive. The extended left turn from existing Route 7 was constructed as shown on CPAP 1996-0690, Richland Forest Phase I August Drive, which was bonded by the same party as the improvements for the Westerley (Augusta) subdivision. The proffer is fulfilled and a contribution in lieu of construction is not required.

8. At the option of the County and/or VDOT or at the time of approval of a


record subdivision plat which creates a separate parcel for the PD-CC-NC zoned area of the Property, the Applicant shall either: (a) construct or bond for construction improvements which lengthen the existing eastbound Route 7 left turn lane at Augusta Drive to approximately 350 feet; or (b) construct or bond for construction dual eastbound left turn lanes at Augusta Drive. In the event these improvements are made by others prior to approval of the record subdivision plat which creates a separate parcel for the PD-CC-NC land bay, then the Applicant shall make a lump sum cash contribution to the County in the amount of the actual cost to construct said improvement based on actual paid invoices. The County shall use this cash contribution to fund regional transportation improvements in the Eastern Loudoun Planning Area (i.e. east of Route 28) of the County.

Proffer 9 provides for a cash contribution for a traffic signal at the intersection of Route 7 and Augusta Drive. The Applicant contributed $73,630.60, which is recorded in proffer sequence #97081235; no funds have been distributed, the current balance is $93,196.28. It is also noted that there are two other proffers that provide funds for the same traffic signal: Richland Forest (sequence #97015629) has a current balance of $35,083.12, and Carters Grove (sequence #99021836) has a current balance of $13,709.65. A traffic signal has already been installed at the intersection of Route 7 and Augusta Drive, so these funds may be used to install other signals; or the case of Augusta Center, the funds may be used to construct regional road improvements.

9. If warranted by the County and/or VDOT, at the time of approval of the first record subdivision plan for the R-8 zoned area of the Property, or if not so warranted, then at such time as it is warranted by the County and/or VDOT, but in no event later than the issuance of the zoning permit for the 210th residential unit on the Property, the Applicant shall contribute SEVENTY THOUSAND DOLLARS ($70,000.00) to the County for regional transportation improvements such as, but not limited to, the installation of a traffic signal at the Route 7/Augusta Drive intersection. In the event a traffic signal is installed at the Route 7/Augusta Drive intersection prior to approval of the first record subdivision plat for either the R-8 or PD-CC-NC zoned areas of the Property, then the Applicant shall contribute Seventy Thousand and 00/100 Dollars ($70,000.00) to the County on a pro rata basis (based on 261 residential units) of Two Hundred Sixty-Eight and 20/1 00 Dollars ($268.20) per residential unit concurrently with the issuance of residential zoning permits. The Seventy Thousand Dollar ($70,000.00) contribution shall be adjusted annually from the date of approval of this rezoning in accordance with the CPI published by the Bureau of Labor Statistics, U.S., Department of Labor. The County shall use these funds to construct regional road improvements in the Eastern Loudoun Planning Area (i.e. east of Route 28) of the County including, but not limited to, (a) improvements to the pedestrian and/or vehicular transportation network in the vicinity of the Property, (b) extension of the Route 7 Sterling North Collector Road from the eastern boundary of the PD-CC-NC land bay east to Cedar Drive, (c) if warranted, the installation of a traffic signal at the intersection of Augusta Drive and the Route 7 Sterling North Collector Road, or (d) to provide funds to assist with the cost of installing highway noise mitigation measures (such as, but not limited to, walls, fences, landscape materials, etc.) along Route 7 in the vicinity of the Property and Winchester Drive.

33.Richland Business Center: ZMAP 2002-0010Proffer 9.a provided for the Applicant to install a traffic signal at the intersection of Route 7 and Cedar Drive and entitled the Applicant to receive funds that had been contributed for


the signal as a special exception condition for the Shops at Cedar Lake, SPEX-1996-0014. Pursuant to proffers 9.c and 9.d, if the signal was not warranted, the Applicant would make a cash contribution equal to the estimated cost to install the signal, less the amount already contributed by the Shops at Cedar Lake. The cash contribution may be used for regional transportation improvements.

The Office of Transportation Services sent a letter to the Applicant, dated March 27, 2007, which provided a signal installation estimated cost of $213,850. There is $55,025 available from SPEX 1996-0014 (sequence # 98071785) to reimburse Richland Business Center for signal installation.

9. ROUTE 7/CEDAR DRIVE TRAFFIC SIGNAL.

a.) The Applicant shall install a traffic signal at the intersection of Route 7 and Cedar Drive when warranted by VDOT as a regional transportation contribution.��The�Applicant’s�agreement�to�install�the�signal,�as�set�forth�in�this�proffer, is based on its understanding that, upon installation by the Applicant and subsequent acceptance of the traffic signal for maintenance by VDOT, the Applicant shall be entitled to receive the funds on deposit with the County that have been contributed specifically for the Route 7/Cedar Drive traffic signal. The Applicant understands that there is currently on deposit with the County a balance in an account referred to as LMIS Proffer Sequence Number 98071785, contributed by the Shops at Cedar Lake under Condition #2 of Special Exception SPEX 1996-0014, contributed specifically for the Route 7/Cedar�Drive�traffic�signal�(the�“Cedar�Lake�Account”).

b.) Prior to approval of the first site plan for the Property, the Applicant shall provide the County with an acceptable traffic signal warrant analysis to be reviewed by the County and VDOT for the Route 7/Cedar Drive intersection, which shall include current traffic counts by movement and the projected traffic generated�by�the�Applicant’s�development.��No�Zoning�Permit�shall�be�issued�until after VDOT has made its determination as to the necessity and desirability of the installation of the signal.

c.) Prior to issuance of the first Zoning Permit for the building:i. If, based upon the above traffic signal warrant analysis, VDOT

determines that the signal is warranted and VDOT agrees that a signal should be installed at this intersection, the Applicant shall commence the design/installation process for the traffic signal. The initial Occupancy Permit for the building shall not be issued until the signal has been installed. Notwithstanding the foregoing, if the Zoning Administrator determines that the Applicant has diligently pursued the traffic signal installation process since the date of approval of the site plan, then the Applicant may obtain the initial Occupancy Permit upon furnishing a bond satisfactory to the County to guarantee completion and acceptance of such installation.

(ii) If VDOT determines that a traffic signal is not warranted based upon theabove traffic signal warrant analysis, or otherwise determines thatthe signal is not deemed necessary or desirable, the Applicant shallcontribute to the County a cash contribution in an amount equal tothe County’s estimated cost to install the traffic signal less the thencurrent balance in the Cedar Lake Account. The County’s estimated


cost to install the traffic signal shall be determined by the Director ofBuilding and Development and may be based upon a review of acost estimate, which, if requested by the Director, shall be preparedand submitted on behalf of the Applicant by a qualified traffic signalinstallation firm.

d.) The cash contribution may be used for transportation improvements including but not limited to signalization of the Route 7/Cedar Drive intersection (when warranted in the future); closing the median break at the Route 7/Cedar Drive intersection; construction of the Route 7 North Collector Road; construction of a pedestrian trail or sidewalk along Route 7; or other regional transportation improvements in the vicinity, at the discretion of the County.

34.Cedar Lake Center: ZMAP 1992-0005Proffer 3.B(1) provided for construction of a commercial entrance on Route 7, a westbound right turn lane into the site and an extension of the turn lane west to the Cedar Drive intersection. Proffer 3.B(2) provided for improvements to Route 7 intersections at Lakeland Drive and Cedar Drive. Proffer 3.B(3) provided for modifications to the traffic signal at Lakeland Drive and Route 7. Proffer 3.E releases the applicant’s obligation if proffered roadway improvements are constructed by others. The proffered improvements were constructed by VDOT in 2000; pursuant to proffer 3.E, the Applicant is released from these obligations.

3.B. Onsite Roadway Construction. The Applicant shall construct, or cause to be constructed, in accordance with VDOT standards or Loudoun County requirements, all onsite roadways shown on the Concept Plan that are required to be constructed to service the property as described below:

(1). Route 7 Frontage Construct a commercial entrance approximately midway between Lakeland Drive and Cedar Drive for right-in/out access on westbound Route 7. Construct one (1) westbound right turn lane into the site's right-in/out access and extend the turn lane west to the Cedar Drive intersection.

(2). Route 7 Intersections. Lengthen existing eastbound Route 7 left turn lane at Lakeland Drive from 200 feet to 375 feet storage with 100 foot taper. Lengthen the existing eastbound Route 7 left turn lane at Cedar Drive from 200 feet to 375 feet storage with 100 foot taper.

D. Traffic Signals. The Applicant shall commit to the following traffic signal enhancements adjacent to the property:

The Applicant shall design and install traffic signal modifications at the Lakeland Drive/Route 7 intersection to accommodate the Lakeland Drive widening. Design plans shall be submitted for Virginia Department of Transportation review and approval with submission of the construction plans adjacent to the intersection. The Applicant shall only be responsible for signal modifications associated with the frontage improvements described in Paragraphs B.1, 2 and 3 above including signal pole controller and signal head/assembly modifications in the northwest corner of the intersection.E. Construction By Others. In the event that any one or combination of the individual roadway improvements proffered by the Applicant herein is constructed or bonded for construction by others prior to such construction by the Applicant,�the�Applicant’s�construction�obligation�is�released.�

35.Batman Commecial Center: ZMAP 1985-0001


Proffer 3 provides for a cash contribution equal to the estimated cost of constructing a third eastbound travel lane on Route 7 across the property’s frontage. County records show that the escrow account was established pursuant to a cash escrow agreement dated 9/23/1986 and a total of $16,545.00 was deposited into this fund, which fulfills proffer 3.

3. The developer, as a condition of approval of the site development plan or subdivision, shall establish an escrow account in an amount equal to the estimated cost of constructing a third eastbound travel lane for Route 7 across the property frontage.

36.Lakeland Square: ZMAP 1988-0021The proffers for this application do not provide for any improvements to Route 7.

37.Shurguard Storage: ZMAP 1996-0009Proffer 5 provided for a $9,000 contribution, due at the first zoning permit, to be used by the County for transportation improvements to Route 7 in the general vicinity of the property. The applicant contributed $9,000 on September 24, 1997 as recorded in proffer sequence #97081306. To date, no funds have been distributed and the current balance is $12,928.83.

5. At the time of issuance of the first zoning permit for the Subject Property, the owner of the Subject Property shall contribute nine thousand dollars ($9,000) to the County to be utilized for transportation improvements to Route 7 in the general vicinity of the Subject Property. Said contribution shall escalate on a yearly basis from the base year of 1997 and changing effective each January 1 thereafter based on the Consumer Price Index (CPI).

38.Herndon Junction: ZMAP 1988-0010/ZCPA 1994-0003Proffers associated with ZMAP 1988-0010 ceased when ZCPA 1994-0003 was approved; the latter application did not provide any proffers for Route 7.

39.Great Falls Chase: ZMAP 1987-0035/ZCPA 1992-0002Applicant contributed a total of $831,351.66, which is recorded in proffer sequence #96010637; current balance is $324,342.13. Route 7/Algonkian Parkway interchange is complete.

1. DELETE ORIGINAL C.6 AND SUBSTITUTE AS FOLLOWS:

The Applicant shall contribute Six Hundred Seventy Thousand Dollars ($670,000), to be used for the construction of an interchange at the intersection of Route 7 and Algonkian Parkway in the general vicinity of Route 28 and Countryside. These funds shall be contributed on a pro-rata basis as zoning permits for units 80 through 444 are issued and shall be adjusted annually thereafter in accordance with the Consumer Price Index published by the Bureau of Labor Statistics, U.S. Department of Labor. A pro-rata contribution shall not be required for the first 79 residential units constructed on the Property.

40.Round Hill: ZMAP 1989-0004Proffer 8 provides for the installation of a traffic signal at Route 7 and Evening Star Drive. A warrant study has not been performed for the intersection, this proffer is pending.

8. At the time VDOT warrants, Applicant will construct signalization for the intersection at the northeast quadrant of the circumferential road and Route 7, or place at County request the cash equivalent in escrow with the first record plat approval north of Route


7. Should said signalization be constructed by a party other than the Applicant (such as VDOT), Applicant will contribute a cash equivalent to the Board of Supervisors to be used exclusively for road improvements in the area served by the Round Hill Area Management Plan.

Proffer 9 provides for the construction of a traffic signal at the on ramp to the Route 7 By-pass. A warrant study has not been performed for this signal. The zoning permit trigger of 1,100 permits has not been met, this proffer is pending.

9. Should VDOT warrant, prior to the issuance of the 1100 residential zoning permit, Applicant will construct signalization of the on ramp to the Route 7 By-Pass, at the eastern intersection with existing Route 7. Should signalization be constructed by a party other than the Applicant (such as VDOT), Applicant will contribute a cash equivalent to the Board of Supervisors to be used exclusively for road improvements in the area served by the Round Hill Area Management Plan. If not warranted by the issuance of the 1100 residential zoning permit, Applicant will not be obligated to construct said signalization.

Proffer 10 provides for the construction of a traffic signal at the off ramp from the Route 7 By-Pass. A warrant study has not been performed yet, this proffer remains pending because only 645 residential zoning permits have been issued.

10. Should VDOT warrant, prior to the issuance of the 1100 residential zoning permit, Applicant will construct signalization of the off ramp from the Route 7 By-Pass at the eastern intersection with existing Route 7. Should said signalization be constructed by a party other than the Applicant (such as VDOT), Applicant will contribute a cash equivalent to the Board of Supervisors to be used exclusively for road improvements in the area served by the Round Hill Area Management Plan. If not warranted by the issuance of the 1100 residential zoning permit, Applicant will not be obligated to construct said signalization.

Proffer 11 provides for the construction of two additional travel lanes on existing Route 7 from the exit of the westbound By-Pass to Evening Star Drive. This proffer was fulfilled by the construction of roadway improvements as shown on CPAP 1996-0065.

11. Prior to the time of record plat or site plan approval for any residential unit located north of existing Route 7, Applicant will design and construct two additional travel lanes to existing Route 7 from the exit of the existing westbound Route 7 By-Pass to the intersection of Route 7 and the proposed northeast quadrant of the circumferential road.

Proffer 12 provides for improvements to Route 7 Business, which has been constructed as shown on CPAP 2003-0172.

12. Applicant will lengthen the existing eastbound to northbound left turn lane from Route 7 Business to Route 7 By-Pass, to provide 300 feet of storage lane. Applicant will construct said turn lane prior to the issuance of zoning permits for 800 residential units.

Construction plans have been submitted (CPAP 2003-0172), but have not been bonded. The trigger specified in the proffer has not been met yet. Therefore, this proffer is still pending.

Proffer 23 provides for improvements to existing Route 7 at the entrance to Lakepoint.


23. Applicant will construct a deceleration lane along existing Route 7 eastbound into the neighborhood of Lakepoint. Said deceleration lane shall be constructed or bonded for construction with the first record plat approval lot in the Lakepoint neighborhood.

This proffer was fulfilled by the construction of roadway improvements as shown on CPAP 2002-0012.

Attachment 1: Proffer Accounting and Tracking Report Action Item

Date of Meeting: December 19, 2006

LOUDOUN COUNTY BOARD OF SUPERVISORSACTION ITEM

BOARD MEMBER INITIATIVE

#24SUBJECT: Proffer Accounting and Tracking Report

INITIATED BY: Jim Burton

ELECTION DISTRICT: Countywide

REVIEWED BY STAFF: x YES _______ NO

BACKGROUND:In the past, the development community has committed to provide substantial proffers to the County.These include transportation improvement, cash contributions for regional road improvements andfor the construction of capital facilities, the conveyance of public use sites and various othercommitments. Although the County’s Land Management Information System (LMIS) allows one toview the proffers associated with each rezoning and to perform certain types of searches, it would behelpful to the Board of Supervisors if a comprehensive report were prepared dealing with the receiptand status of various proffers that have already been agreed upon through the rezoning process. Areport of this nature can addresses what proffers the County has already received and when they werereceived (including how those proffers have been spent or allocated), and what proffers are stilloutstanding and why (for example, failure to reach the trigger point, unsuitable land, or othercircumstances related to the development process, etc.). A specific scope of work has beendeveloped and is included as Attachment 1.

DRAFT MOTION:

I move that the Board direct staff to provide an analysis of existing proffers, based on the scope ofwork and schedule included in Attachment 1. I further move that such analysis dealing withtransportation proffers be presented incrementally to the Board’s Transportation/Land UseCommittee based on the timeframes specified in Attachment 1.

Staff Contact(s): Mary Bathory Vidaver, x0210

Attachment 1: Scope of Work


Attachment 1

Scope of Work

“Proffer Accounting and Tracking Report”

December 19, 2006

The following summary will constitute a scope of work for a Proffer Accounting and TrackingReport to be prepared for the Board of Supervisor’s review starting in early 2007. Given the amountof effort to review all existing proffers, this scope proposes that the analysis be divided into fourphases: (1) Update the proffered cash available reports that list proffered cash contributions that theCounty is currently in receipt of and provide current balances to include interest earned and anydistributions that have occurred. (2) Provide an updated description of capital facility/public use sitesthat have been proffered to the County, (3) Provide an accounting of proffered transportationimprovements using a corridor approach, and (4) Provide a case study regarding proffer status forseveral specific applications related to several large development projects.

1. Update Cash Proffer ReportProvide an updated cash proffer report detailing all active proffered cash contributions currently received by Loudoun County. This report will be similar to the report directed bythe Board of Supervisors in February of 2004 and will include the application name andnumber, all proffer sequence numbers, line item entries for revenue, interest earned,expenditures and current balances. Also included will be a text description of the profferedagreement language and the sub-area in which the application was located. The data will besummarized by proffer category such as; capital facilities, roads, board option, etc.

This report will be provided to the Board of Supervisors at the end of February.

2. Report of Proffered Capital Facility/ Public Use SitesProvide an updated report of all proffered capital facility/public use sites that have yet to beconveyed to the County, to include identification of application name and number, asummary of the proffer agreement language and the current status of the proffer

This report will be provided to the Board of Supervisors at the end of February.

3. Report of Proffered Transportation Improvements Prepared by Corridor ApproachGiven the large amount of individual transportation improvement related proffers, thisreport will be prepared using a corridor approach, and the data will be summarized by keynorth/south and east /west roadways as listed below. The categories of transportationproffers will be divided by; a) proffered road improvements (e.g. additional lanes, newroadways, and other specific road improvements), (b) regional transit-related proffers, and(c) commuter facility-related proffers. The report will include all application relatedinformation dealing with the name and number of the application, a summary of the profferagreement language and the current status of the proffer.

The identified corridors for this project are:1. Route 7 (including Russell Branch and Riverside Parkways)2. Route 50 (including north and south collector roads).


3. Existing Route 659 (Belmont Ridge /Gum Springs Road)4. Claiborne Parkway5. Loudoun County Parkway6. Roads parallel to Rte 28; Atlantic and Pacific Boulevards

These reports will be provided to the Board of Supervisors by the end of the first halfof 2007, beginning with one or more of the corridors in the order listed above. Ifacceptable to the Board of Supervisors, staff can bring the corridor reports to theBoard’s Transportation/Land Use Committee, and address specific issues andquestions depending on time constraints and the volume of material to be addressed.Staff will advise the committee if additional time is needed due to resource conflicts.

4. Case StudiesProvide an updated accounting of all proffers related to the development projects listedbelow. This information will summarize the original approvals and list the amendmentsincluded in any zoning concept plan amendment applications approved subsequent to theoriginal applications. The reports will not duplicate any information included in the reportsincluded in items 1, 2 and 3.

Suggested case studies include:1. Brambleton2. Lansdowne3. South Riding4. Villages at Round Hill

These reports will be provided to the Board of Supervisors upon completion of thetransportation analysis included in item 3.


Attachment 2: Map – Route 7 Corridor Proffer Analysis

proffer analysis route 7 corridor

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