Board of Supervisors Public Hearing

Date of Hearing: April 11, 2018

#7 BOARD OF SUPERVISORS

PUBLIC HEARING STAFF REPORT

SUBJECT: ZCPA-2016-0004, Waterside ZMAP-2016-0006 Waterside Town Center

ELECTION DISTRICT: Broad Run

CRITICAL ACTION DATE: April 11, 2018

STAFF CONTACTS: Jacqueline Marsh AICP, Project Manager, Planning and Zoning Ricky Barker, AICP, Director, Planning and Zoning

APPLICANT: Edward J. Hoy, President Chantilly Crushed Stone

PURPOSE: The purpose of this item is to consider a Zoning Map Amendment (ZMAP) to rezone 2.2 acres from the PD-RDP (Planned Development – Research Development Park) zoning district under the 1972 Zoning Loudoun County Ordinance to PD-TC (Planned Development –Town Center) under the Revised 1993 Zoning Ordinance and a Zoning Concept Plan Amendment (ZCPA) to add 305 residential units (multi-family above first floor commercial) to the previously approved Waterside Center. Modifications of the PD-TC district standards are also proposed.

RECOMMENDATIONS: Planning Commission: At the Planning Commission Work Session on February 8, 2018, the Commission voted (6-2-1: Salmon and Scheel opposed; Jennings absent) to forward the applications to the Board of Supervisors (Board) with a recommendation of approval subject to the Proffer Statement (Proffers), dated January 29, 2018, and based on the Conclusions (Attachment 2) as provided to the Commission on February 8, 2018.

Staff: Staff does not support Board approval of the proposal to add additional residential units. Issues for the Board’s consideration include: 1) the proposal to add additional residential density in this area does not conform to the Route 28 Core land use policies, and 2) additional residential development could impact the County’s ability to provide necessary services. The Office of the County Attorney has approved the Proffers to legal form, however the amount for the Route 28 buyout payment has not yet been calculated. An update will be provided at the Public Hearing. Staff recommends forwarding the applications to a Transportation and Land Use Committee (TLUC) for further discussion. The critical action date is April 11, 2018.

Staff does not support the Board’s approval of the request to add 305 multi-family residential units to Waterside for the following reasons:

Item #7, ZMAP-2016-0006 and ZCPA-2016-0004, Waterside Board of Supervisors Public Hearing

April 11, 2018

1. The Revised General Plan (Plan) did not envision the residential that was approved previously with the original Waterside rezoning applications, and the Plan does not support additional residential development. Based on the Plan’s Route 28 Core policies, the subject property is appropriate for high employment generating uses.

2. With the original Waterside rezoning, the Board approved 2,595 residential units as a component of a vibrant, activity-rich, live-work center. The Board found that a mixed-use center would be the best use in the vicinity of the Metrorail and could help attract the employment uses that the Plan envisions for the subject property. The applicant has not demonstrated how increased density could or is necessary to attract additional employment uses beyond the 2,595 already approved.

3. The County’s future economic growth relies on the adherence to a long term perspective

rather than conceding to short term market conditions or ownership circumstances. The additional residential development could impact the County’s ability to provide necessary services and amenities, such as schools, libraries, emergency services, parks, and recreational areas. Existing facilities may be strained and face capacity issues as they attempt to absorb the demands from previously uncontemplated residential development and the new added residential.


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APPLICATION INFORMATION: APPLICANT: Chantilly Crushed Stone Edward J. Hoy, President 703-471-4461 Not an email correspondent

REPRESENTATIVE: Cooley LLP Molly Novotny 703-456-8105 [email protected]

PARCELS/ACREAGE: Waterside:

Tax Map Number PIN Address Acreage

/94/////////33A 035-45-7809 N/A 8.55 /94/////////73A 035-46-3732 23232 Shaw Road, Sterling, VA 4 /94/////////73/ 035-36-7950-001 23266 Shaw Road, Sterling, VA 36.16 /94/////////72/ 035-47-1864 N/A 60.75 /94/////////64/ 034-26-8917 23070 Shaw Road, Sterling, VA 9.68 /94/////////66/ 034-17-4699 N/A 11.35 /94//16//////2/ 034-18-2177 N/A 3.27 /94/////////69/ 034-18-6467 N/A 4.87 /94/////////71/ 034-18-0714-001 N/A 14.93 /94/////////70A 035-48-4264-001 N/A 9.25 /94/////////70/ 035-49-1986 N/A 36.75 /95/////////88/ 034-19-5778 45865 Old Ox Road, Sterling, VA 12.05 /94/////////84/ 035-48-6938-001 N/A 8.2 /94/////////61/ 034-38-9287 N/A 107.23

/94/////////65/ 034-17-4646 N/A 5.71

/94/////////71A 034-18-0464 N/A 1.04 Total Acres 333.79

ACCEPTANCE DATE: June 6, 2016

LOCATION: West and east sides of Shaw Road (Route 636), south of Old Ox Road (Route 606), and north of Innovation Avenue (Route 209)

ZONING ORDINANCE: Revised 1993

EXISTING ZONING: PD-TC (Planned Development – Town Center) Route 28 Taxing District FOD (Floodplain Overlay District) AI (Airport Impact) Overlay District, outside of but within one (1) mile of the Ldn 60 aircraft noise contour QN (Quarry Notification) Overlay District – Loudoun Quarry and Loudoun Note Area

mailto:[email protected]


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POLICY AREA: Suburban Policy Area (Sterling Community)

PLANNED LAND USE: Route 28 Core uses at a recommended FAR of 1.5 to 2.0 for Mixed Use Office Centers and for Route 28 Business uses at a recommended FAR of 0.4 to 1.0.

CONTEXT: Location/Site Access – The subject property is located on both the north and south sides of Old Ox Road (Route 606), on the north side of Realigned Innovation Avenue (Route 209), east of Sully Road (Route 28), and west of Rock Hill Road (Route 605), which marks the Town of Herndon and the County of Fairfax lines. The total subject property consists of 16 parcels and 335 acres. Old Ox Road bisects the subject property with the 108-acre “Centennial Site” located on the north side. Fifteen parcels totaling 225 acres comprise the “Quarry Site”, south of Old Ox Road. Shaw Road (Route 636) provides access to the northwest corner of the Quarry Site, and Old Ox Road provides access to the Centennial Site. At its nearest point, the subject property is 0.5 miles from the future Innovation Metro Station, and the proposed Town Center Core is one mile from the future Innovation Metro Station. Existing Conditions – The entire subject property lies within the Quarry Notification (QN) Overlay District, the Route 28 Taxing District, and Metrorail Tax District. Except for the northeastern corner of the Centennial Site, the subject property lies within the Airport Impact (AI) Overlay of the Washington Dulles International Airport, outside of but within one (1) mile of the Ldn 60 aircraft noise contour.

The Quarry Site south of Old Ox Road contains the active quarry operation, which consists of a 54-acre quarry with a 350-foot deep pit, stone stockpile area, truck and equipment storage, and maintenance facilities. A network of gravel roads and ramps provides access throughout the Quarry Site. An established asphalt plant occupies leased space in the southwestern portion of the Quarry Site. The southeastern portion of the subject property has recently been used as a staging area for construction of the Innovation Avenue interchange. The southern portion of the Quarry Site lies within the Floodplain Overlay District with major floodplain and wetlands associated with Horsepen Run. Minor floodplain and wetlands are found along the east side of the Quarry Site. Existing utilities on the Quarry Site include private wells, private septic, and pump and haul tanks. Surrounding Properties – On the north side of Old Ox Road, surrounding properties include predominantly established and approved warehouse and flex industrial uses to the west, north, and east. Zoning to the north and west is primarily PD-IP (Planned – Industrial Park); zoning to the east is largely PD-GI (Planned Development – General Industry). To the northeast are townhomes (zoned PD-H4, Planned Development – Housing) and to the southwest are convenience store with gas pumps and fast food uses. On the south side of Old Ox Road, surrounding properties to the north include PD-GI property used for self-storage and U-Haul rental and a vacant parcel. Properties to the east, which are zoned PD-GI and R-1, include established flex-industrial uses, scattered single-family residences and vacant residential properties along Rock Hill Road, and established residential subdivisions in Fairfax County and the Town of Herndon.


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Directions - From Leesburg, take Leesburg Pike (Route 7) east to Sully Highway (Route 28). Merge onto Route 28 south. Take Route 28 south to Old Ox Road (Route 606) east towards the Town of Herndon. Turn right onto Shaw Road (Route 636). The land being exchanged is located on both sides of the future extension of Shaw Road.

Figure 1. Vicinity Map


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PROPOSAL: ZCPA-2016-0004, Waterside – The applicant proposes a Zoning Concept Plan Amendment (ZCPA) to revise the proffers and the CDP approved with the 335-acre original Waterside applications that were approved on September 2, 2015. The amendments would reflect the land exchange, the revised Shaw Road alignment, and an additional 305 multi-family residential units on the Waterside property. ZMAP-2016-0006, Waterside Town Center – In the land swap, Waterside acquired 2.2 acres from Dulles East and now seeks to rezone the newly acquired acreage from PD-RDP (Planned Development – Research Development Park) under the 1972 Loudoun County Zoning Ordinance to PD-TC (Planned Development –Town Center) under the Revised 1993 Loudoun County Zoning Ordinance. The 2.2 acres would enlarge the Town Center Core from 14 to 16 acres; 230 multi-family residential units are proposed within the Town Core, and 75 multi-family residential units are proposed within the Town Fringe. BACKGROUND: Waterside, ZMAP-2012-0006 – On September 2, 2015, the Board approved Waterside, ZMAP-2012-0006, SPEX-2012-0011, SPEX-2012-0054, SPMI-2012-0020, and SPMI-2015-0014 (“Original Waterside”). The approval allowed for the redevelopment of the existing 335-acre Chantilly Quarry property, which is generally located at the intersections of Shaw Road and Route 606, into a mixed use development/town center. The approved development program included: 2,200 multi-family residential dwelling units, 395 age-restricted dwelling units at a density of up to 13.3 dwelling units per acre, and 3.8 million square feet of non-residential uses at a collective overall Floor Area Ratio (FAR) of up to 0.48. Also approved were Special Exceptions for an

Figure 2. Land Exchange


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Automotive Service Station, Fire and Rescue Station, and two Public Schools. The property is currently phasing out its existing quarry use; its final project is supplying stone products for Phase 2 of the Metro Silver Line. The 335-acre Waterside development is located entirely within the Metrorail Service District (created on December 5, 2012). At its nearest point, the Waterside development is 0.5 miles from Fairfax County’s Innovation Center Metrorail Station, and Waterside’s Town Center Core is one mile from the future Innovation Station. Waterside is approximately two miles east of future Loudoun Gateway Station and approximately 1.5 miles northeast of the Washington Dulles International Airport Station. ZMAP-2016-0007 – Dulles East – The Waterside ZMAP application was processed concurrently with the Waterside – Dulles East application (ZMAP-2016-0007), the primary purpose of which was to formalize a land swap between Dulles East and Waterside. On March 27, 2017, the Commission forwarded (8-1: Scheel opposed) the Waterside – Dulles East application to the Board with a recommendation of approval. The Commission recommended that rezoning the acquired acreage was reasonable in order to be consistent with the existing Dulles 2000 PD-RDP zoning. The Board approved (9-0) the Waterside – Dulles East application on June 6, 2017. BLAD-2016-0004 – On November 9, 2016, the County administratively approved a Boundary Line Adjustment, which reflects the land exchange proposed in the Waterside and Dulles East applications. Planning Commission – The Commission held a Public Hearing on the current applications on March 28, 2017. One public speaker spoke in favor of both applications. During the Public Hearing, the Commission advised the applicant to separate the request to rezone the exchanged land from the request to increase the residential units. Regarding the Waterside applications, the Commission voted (9-0) to forward the applications to a Work Session for further discussion. Discussion focused upon the earlier proposed additional 405 multi-family residential units. The Commission questioned whether the Proffers required residential units to be located above first floor commercial uses. Staff clarified that the proffers required multi-family units, which could be either in free-standing apartment buildings or over first floor commercial uses. The applicant submitted revised materials in November, 2017 proposing 305 multi-family units (a decrease in 100 units). The Commission held a Work Session on the applications on January 23, 2018. During the discussion, the applicant stated they had revised the Proffers to commit to a phasing plan that would not allow for the start the construction on the new 305 multi-family units until 850,000 square feet of commercial development was built and occupied. The Commission forwarded (9-0) the applications to a Work Session for further discussion. The Commission held a second Work Session on the applications on February 8, 2018. The applicant presented revised proffers that aligned with the Commission discussion at the previous


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Work Session. Staff reiterated their position that the application did not meet Plan polices and could not support the ZCPA request. The Commission voted (6-2-1: Salmon and Scheel opposed; Jennings absent) to forward the applications to the Board with a recommendation of approval subject to the applicant’s Proffers.

The applicant has held community meetings regarding these applications with adjacent property owners; these applications are a result of those meetings. There is one public comment in opposition of the subject applications on Loudoun Online Land Application System (LOLA). Staff has received no email, phone, or in person comments regarding this application. The staff reports and associated attachments can be viewed online on the Loudoun Online Land Applications System (LOLA) at www.loudoun.gov/lola; search “ZMAP-2016-0006”.

OUTSTANDING ISSUES:

There are two outstanding policy issues related to the proposed increase in the number of residential units within the Waterside Town Center.

1. Additional 305 Residential Units – The applicant seeks to increase the number of residentialunits within the Waterside Town Center by an additional 405 residential units. The applicationsprovide no compelling reason to increase the project’s residential units. The Plan did notenvision the residential approved previously with the original Waterside applications, and thePlan does not support additional residential development on the acreage acquired in the landswap. The Route 28 Corridor Plan envisions the Route 28 Corridor as a “business environmentthat supports significant job growth and economic activity in varied settings.” By attractingpremier businesses, the corridor is envisioned to significantly contribute to the County’soverall fiscal health and economy. The Route 28 Corridor Plan identifies the subject propertiesas part of the Route 28 Core. Within the Core, the Route 28 Corridor Plan envisions “high-quality, high intensity office developments that take advantage of the economic opportunitiesassociated with frontage on Route 28.”

With the original Waterside rezoning, the Board approved 2,595 residential units as acomponent of a vibrant, activity-rich, live-work center. The Board found that a mixed-usecenter would be the best use in the vicinity of the Metrorail. One of the reasons for the approvalwas to attract employment uses to the project. The applicant has not demonstrated how thecurrently approved 2,595 units is not sufficient to create a vibrant live-work center and toenliven the evening atmosphere in the Waterside Town Center.

2. Fiscal Impacts – Costs for the full range of public services necessary to support the additionalpopulation growth generated by the applications have not been projected into the County’sbudgetary plans. Residential development in excess of Plan policies generate unanticipateddemands on County services. The County’s future economic growth relies on the adherence toa long-term perspective rather than conceding to short term market conditions or ownershipcircumstances. The additional residential development could impact the County’s ability toprovide necessary services and amenities, such as schools, libraries, emergency services, parks,

http://www.loudoun.gov/lola


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and recreational areas. Existing facilities may be strained and face capacity issues as they attempt to absorb the demands from previously uncontemplated residential development and the new added residential. The fiscal impacts associated with the 305 proposed additional residential units are approximately $6.6 million. The applicant proffers to provide the anticipated capital facilities contribution. The County would be responsible for covering the long-term operating costs associated with the 305 residential units. Additional residential development could potentially place unnecessary pressures on the County’s tax base.

Approval of the additional 305 multi-family residential units means accepting the operating costs associated with unplanned units and converting land planned for Route 28 core uses to residential uses. Disapproval of the additional residential units would mean that the project would develop as currently approved. There would be the potential for zoning concept plan amendments at a later date once the Metrorail has been extended and after the Metro Taxing Districts begin generating revenue to help offset the long-term fiscal impacts associated with adding residential units.

POLICY ANALYSIS:

Zoning Map Amendment Petition (ZMAP) Criteria for Approval - Zoning Ordinance Section 6-1210(E) of the Revised 1993 Zoning Ordinance states that if an application is for a reclassification of property to a different zoning district classification on the Zoning Map, the Planning Commission shall give reasonable consideration to six (6) factors or criteria for approval. These criteria for approval are organized below by category, followed by Staff’s analysis.

A. Land Use: ZO §6-1210(E)(1) Appropriateness of the proposed uses based on the Comprehensive Plan, trends in growth and development, the current and future requirements of the community as to land for various purposes as determined by population and economic studies and other studies and the encouragement of the most appropriate use of land throughout the locality. Analysis – There is one outstanding land use issue, as discussed under the issues section of this staff report and summarized below. Staff supports the Board’s approval of the rezoning to reflect the boundary line adjustment and commends the applicant for collaborating with the adjacent property owner to achieve a mutually beneficial Shaw Road alignment. 1. Residential – As discussed under the issues section of this staff report, the request to increase

the number of residential units by an additional 305 residential units is contrary to the adopted Comprehensive Plan and could impact the County’s ability to provide necessary services and amenities, such as schools, libraries, emergency services, parks, and recreational areas. Existing facilities may be strained and face capacity issues as they attempt to absorb the demands from previously uncontemplated residential development and the newly added


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residential. The applicant has not demonstrated how the currently approved 2,495 units is not sufficient to create a vibrant live-work center and to enliven the evening atmosphere in the Waterside Town Center. The subject properties are visible from Route 28 (Sully Road), which is considered one of the County’s premier business corridors. Based on Route 28 Core Plan policies, the subject property is appropriate for high employment generating uses. Waterside is located within the Sterling Suburban Community and is mapped for Route 28 Core uses with a Mixed-Use Office Center Overlay (Revised General Plan, Chapter 6, Route 28 Corridor Land Development Patterns Map).

B. Compatibility: ZO §6-1210(E)(2) The existing character and use of the subject property and suitability for various uses, compatibility with uses permitted and existing on other property in the immediate vicinity, and conservation of land values. Analysis – There are no outstanding compatibility issues. The County reviewed

compatibility extensively with the original Waterside applications. The applicant has revised the previously approved Design Guidelines to include the acreage gained in the land exchange.

C. Environmental and Heritage Resources: ZO §6-1210(E)(5) Potential impacts on the environment or natural features including but not limited to wildlife habitat, wetlands, vegetation, water quality (including groundwater), topographic features, air quality, scenic, archaeological, and historic features, and agricultural and forestal lands and any proposed mitigation of those impacts. Analysis – There are no outstanding environmental issues. The applicant addressed stormwater management and water quality with the original Waterside applications. No changes are proposed to the previously approved environmental proffers. As proposed, environmental proffers would extend and apply to the acreage added to the Waterside Town Center.

Proposed 305 MF Residential

Units

Figure 3. Location of Proposed Residential.


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D. Transportation: ZO §6-1210(E)(3) Adequacy of sewer and water, transportation, and other infrastructure to serve the uses that would be permitted on the property if it were reclassified to a different zoning district [emphasis added]. Analysis – There are no outstanding transportation issues. As proffered, the proposed 305 multi-family units within Waterside cannot be occupied until Shaw Road is constructed as a four-lane roadway and open to traffic between Old Ox Road and Innovation Avenue. Proffered road improvements can accommodate the additional residential units. However, the additional 305 units would impact the local network at all phases. During Phase 1B of the Waterside project, the 305 additional dwelling units would generate 47 more trips during the AM peak hour, 56 more trips during the PM peak hour, and a total of 878 more daily trips. During Phase II (2025), the 305 additional dwelling units would generate 44 more trips during the AM peak hour, 52 more trips during the PM peak hour, and a total of 801 more daily trips. At Buildout (2030), the 305 additional dwelling units would generate 42 more trips during the AM peak hour, 49 more trips during the PM peak hour, and a total of 817 more daily trips. The surrounding road network will continue to operate at an acceptable level of service (LOS) so long as the applicant fulfills the proffered transportation improvements. The decrease in trips generated by the proposed 305 multi-family units over time is due to additional internal capture of trips within the adjacent development as a greater mix of uses come on line. E. Fiscal Impacts: ZO §6-1210(E)(4) The requirements for airports, housing, schools, parks, playgrounds, recreational areas and other public services. Analysis - The total capital impact of the proposed additional 305 units based is approximately $6.6 million. County policy anticipates that the applicant will pay current Capital Intensity Factors (CIF) of $21,830 per multi-family unit, excluding the 36 proffered unmet housing needs units (UNHU’s). The applicant proffers to provide the current Capital Intensity Factor (CIF) of $21,830 per unit for the additional 348 non-UNHU multi-family units. However, the original Waterside includes a substantial residential component within an area of the County where such uses are not anticipated. The current applications propose 305 additional residential units in an area where residential is not anticipated. As such, the proposed residences are not counted in County service demand projections. Facilities supporting the population generated by the development are unlikely to be planned or constructed for some time. Further, it would be the County’s responsibility to pay for the long-term operating costs of the facilities constructed to serve the additional residential units, and the proposed residential density has not been considered by the County’s budgetary plans. The applicant proposes no additional onsite amenities to serve the additional 305 units in the current applications. As proposed, the amenities proffered with the original Waterside would also serve the additional 305 residential units. With the original Waterside, the applicant proffered


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amenities specifically for the 395 age-restricted units. Recreational amenities previously proffered to serve the 2,605 approved and proposed non-age-restricted units are as follows:

• 15,000 square feet of courtyard space (5,000 per land bay for D-1, D2, and D-3)

• 2,400 square feet of swimming pools

• 15,000 square feet of interior amenity space (5,000 per land bay for D-1, D2, and D-3), which collectively shall include at least 3 of the following:

o Business Center

o Entertainment Room

o Meeting Room

o Yoga/pilates/exercise room

o Fitness Center

• 3,500 square feet of outdoor play area The applicant does not propose additional on-site amenities to serve the 305 added residential units. Increasing the residential component, together with not providing additional amenities, may exceed the provisions of facilities and services in an area not planned to support this type of growth. Public Schools – It should be noted that the original Waterside approval expected to generate 682 students. The applicant has previously proffered to dedicate 3.5 acres to the County as a potential elementary school site. Student generation and the capital and operating costs attributed to the 305 units are listed in Table 2 below. Based on School Board adopted attendance boundaries, Forest Grove Elementary School, Sterling Middle School, and Park View High School would serve the needs of public school students residing in this development. The following table includes the number of enrolled students versus the student capacity for each of the schools that will service the proposed development.

Table 1. Loudoun County Public Schools Generation Factors (2017)

Units

Elementary School (Forest Grove)

Middle School

(Sterling)

High School (Park View)

Total Students

Generated by Proposal

Annual Operating

Costs

Estimated Capital Costs

(MF) 39 20 26 85 $1,163,480 $4,465,633


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Table 2. School Facility Information Forest Grove Sterling Middle School Park View High School

2017 Student Enrollment: 585 2017 Student Enrollment: 1,011

2017 Student Enrollment : 1,520

2017-18 Base Building Capacity: 697

2017-18 Base Building Capacity: 1,339

2017-18 Base Building Capacity: 1,601

Staff has also included an overview of the Eastern Loudoun area schools to assess the overall impact on elementary, middle, and high schools in the area. F. Public Utilities/Public Safety: ZO §6-1210(E)(3) Adequacy of sewer and water, transportation, and other infrastructure to serve the uses that would be permitted on the property if it were reclassified to a different zoning district. (6) The protection of life and property from impounding structure failures [emphasis added]. Analysis – There are no outstanding public utilities/safety issues. The applicant proposes no changes to the previous proffers related to public utilities and public safety. Public water and sanitary sewer service are available to the subject property by extending existing Loudoun Water facilities. The Sterling Fire and Rescue Station would serve the subject property with an approximate response time of 7 minutes and 12 seconds. The applications continue to include a proffered one-time Fire and Rescue contribution, to the County at the time of each zoning permit, of $0.20 per gross square foot of non-residential floor area and $120.00 for each residential unit to be distributed equally to the first response fire and rescue facilities per the Board’s adopted Fire and Rescue policy. ZONING ANALYSIS:

Analysis – Three are no outstanding zoning issues. Subject to approval of the requested zoning modifications, the applications are is in general compliance with the zoning regulations in the PD-TC (Planned Development – Town Center), PD-OP (Planned Development – Office Park), PD-IP (Planned Development – Industrial Park), PD-CC-SC (Planned Development – Commercial Center-Small Regional Center), PD-CC-CC (Planned Development – Commercial Center –Community Center), R-16 (Townhouse/Multifamily Residential), and PD-RDP (Planned Development – Research and Development Park) zoning districts.

ZONING MODIFICATIONS: Zoning Modification (ZMOD) Criteria for Approval - Zoning Ordinance Section 5-1400 of the Revised 1993 Zoning Ordinance authorizes the Board to approve modifications of the buffering and screening requirements as part of a Special Exception. Unlike modifications to Section 6-1500, it is not necessary for modifications to §5-1400 to achieve an innovative design, improve upon the existing regulations, or to exceed the public purpose of the existing regulation. The following modifications are being carried forward from the originally approved Waterside rezoning. It should be noted that some of the modification requests have changed since the original


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Waterside application was approved, as the PD-TC zoning district standards have since been modified through the ZOAM process. Nevertheless, staff is listing the updated modifications.


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Table 1. Previously approved ZMODs associated with ZMAP-2012-0006 Zoning Ordinance Section Proposed Modification

§3-602, Size and Location. Reaffirm the increased maximum size of an R-16 zoning district from 25 acres to 30 acres, previously approved with ZMAP-2012-0006.

§3-606(C)(4)(a), Lot Requirements, Yards, Multifamily Structures.

Reaffirm the reduced minimum front yard for buildings from 40 feet from centerline of travelway which does not include parking and 45 feet from the centerline of travelway which does include parking to 20 feet from centerline of any travelway within the R-16 zoning district, previously approved with ZMAP-2012-0006.

§3-607(B)(2), Building Requirements, Building Height.

Reaffirm the increased maximum building height from 45 feet to 85 feet without any additional setbacks within the R-16 zoning district, previously approved with ZMAP-2012-0006.

§4-205(C) (1)(b) and (c), Lot Requirements, Yards, Adjacent to Roads, Community Center (CC) and Small Regional Center (SC).

Reaffirm the reduced minimum yards for buildings and off-street parking along any road right-of-way, exclusive of Davis Drive (Route 868), Shaw Road (Route 636), and Old Ox Road (Route 606), from 35 feet to 10 feet within the PD-CC-CC and PC-CC-SC zoning districts, previously approved with ZMAP-2012-0006.

§4-205(C)(2), Lot Requirements, Yards, Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses

Reaffirm the reduced minimum yards for buildings and off-street parking adjacent to any agriculture districts, any existing or planned residential district, or land bays allowing residential uses from 100 feet to 85 feet for buildings and to 40 feet for parking within the PD-CC-CC zoning district, previously approved with ZMAP-2012-0006.

§4-305(B)(1) Lot Requirements, Yards, Adjacent to roads.

Reaffirm the reduced minimum 35-foot yard for buildings and 25-foot yard for off-street parking along any road right-of-way, exclusive of Davis Drive, Shaw Road, and Old Ox Road, to 10 feet within the PD-OP zoning district, previously approved with ZMAP-2012-0006.

§4-305(B)(2), Lot Requirements, Yards, Adjacent to Agricultural and Residential Districts and Land Bays Allowing Residential Uses.

Reaffirm the reduced minimum yard for buildings adjacent to any agricultural district, any existing or zoned residential district, or land bay allowing residential uses from 50 feet to 35 feet within the PD-OP zoning district, previously approved with ZMAP-2012-0006.

§4-306(B), Building Requirements, Building Height.

Reaffirm the increased maximum building height from 60 feet to 100 feet without any additional setbacks within the PD-OP zoning district, previously approved with ZMAP-2012-0006.


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§4-505(B)(1), Lot Requirements, Yards, Adjacent to roads.

Reaffirm the reduced minimum 35-foot yard for buildings and 25-foot yard for off-street parking along any road right-of-way, exclusive of Davis Drive, Shaw Road, and Old Ox Road, to 10 feet within the PD-IP zoning district, previously approved with ZMAP-2012-0006.

§4-802, Size, Location, and Components.

Permit a Town Center Core to be located within 10,000 feet of another Town Center Core.

§4-805(C)(2), Lot Requirements, Other yard requirements, Adjacent to Other Districts.

Reduce the minimum 20-foot setback for buildings adjacent to other districts to 16 feet within the 2.2-acre portion of PINs 034-26-8917 and 035-47-1864 within the proposed PD-TC zoning district.

§4-806(B) Building Requirements, Building Height.

Increase the maximum building height from 120 feet to 200 feet within the Town Center Core and from 60 feet to 160 feet within the Town Center Fringe, without any additional setbacks, within the proposed PD-TC zoning district.

§4-808(B)(1) and (C)(1), Land Use Arrangement, Town Center Core and Town Center Fringe.

Increase the maximum perimeter of a full block within the proposed PD-TC zoning district from 1,600 feet to 2,100 feet.

§5-900(A)(8)(a) and (b), Building and Parking Setbacks from Roads, Route 606.

Reaffirm the reduced minimum building setback from 100 feet to 55 feet, and the minimum off-street parking setback from 75 feet to 35 feet, along Route 606 within the PD-OP, PD-CC-CC, and PD-CC-SC zoning districts, previously approved with ZMAP-2012-0006.

§5-900(A)(10)(a), Building and Parking Setbacks from Roads, Other Major Collector Roads.

Reduce the minimum building setback from 75 feet to 35 feet along Innovation Avenue (Route 209) within the proposed PD-TC zoning district. Reaffirm the reduced minimum building setback from 75 feet to 50 feet along Davis Drive within the PD-IP zoning district, previously approved with ZMAP-2012-0006.

§5-900(A)(11)(a) and (b) and (12)(a) and (b), Building and Parking Setbacks from Roads, All other roads in Nonresidential Districts and All other roads in Residential Districts.

Reduce the minimum building setback and off-street parking setback along other roads within the proposed PD-TC zoning district to 10 feet, and reaffirm the reduced minimum building setback and off-street parking setback along other roads within the PD-IP, PD-OP, PD-CC-CC, PD-CC-SC, and R-16 zoning districts to 10 feet, previously approved with ZMAP-2012-0006.

§5-900(A)(8), (10), (11) and (12), Building and Parking Setbacks from Roads

Reaffirm the reduced minimum building and parking setback where additional right-of-way is required for turn lanes, previously approved with ZMAP-2012-0006.

§5-1003, Effect of Buffer. Permit the construction of buildings, parking, and roads within the Scenic Creek Valley Buffer within the proposed PD-TC zoning district.


April 11, 2018

§5-1303(A)(1), Canopy Requirements, Site Planning.

Permit the minimum 10 percent tree canopy requirement to be calculated based on the area of the zoning district, rather than by lot or site, within the proposed PD-TC zoning district, and reaffirm the reduced minimum 10 percent tree canopy requirement to be calculated based on the area of the zoning district, rather than by lot or site, within the proposed PD-IP, PD-OP, PD-CC-CC, and PD-CC-SC zoning districts, previously approved with ZMAP-2012-0006.

Tables 5-1414(A) and 5-1414(B) of §5-1414, Buffer Yard and Screening Matrix.

Modify all minimum buffer yard widths to be consistent with the requested yard and setback modifications within the proposed PD-TC zoning district and reaffirm the modified minimum buffer yard widths to be consistent with the requested yard and setback modifications within the PD-IP, PD-OP, PD-CC-CC, and PD-TC zoning districts, previously approved with ZMAP-2012-0006.

The following modification is new to the currently proposed rezoning and zoning concept plan amendment. These will apply to the Waterside project, but not the Dulles East project. The applicant’s zoning modification request is outlined in the Statement of Justification (Attachment 3).

Table 2. New Zoning Modifications Requested with the Current ZMAP-2016-0006

Zoning Ordinance Section Requested Modification and Justification

§4-805(C)(2), Lot Requirements, Other yard requirements, Adjacent to other non-residential districts.

Reduce the minimum 20-foot setback for buildings adjacent to other districts to 16 feet within the 2.2-acre portion of PINs 034-26-8917 and 035-47-1864 within the proposed PD-TC zoning district. This modification seeks to allow the buildings within the new portion of Waterside to be within 16 feet of an adjacent non-residential district. The modification applies to Road B and the unnamed north-south road on the west side of Building L.

Staff supports approval of the modification. The modification improves upon the existing regulation by providing a consistent building setback while designating road ownership to one entity. The buildings within the newly acquired Waterside acreage would be set back between 16 and 20 feet from the curb, matching the already approved setbacks for internal streets at Waterside (15 to 20 feet). Further, no additional density is sought. No request is being made to the established setback between the buildings and the street.


April 11, 2018

DRAFT MOTIONS:

1. I move that the Board of Supervisors forward ZMAP-2016-0006, Waterside Town Center, and ZCPA-2016-0004, Waterside, to the Transportation and Land Use Committee for further discussion.

OR 2. I move that the Board of Supervisors forward ZMAP-2016-0006, Waterside Town Center,

and ZCPA-2016-0004, Waterside, to the May 1, 2018, Board of Supervisors Business Meeting for action.

OR 3. I move an alternate motion. ATTACHMENTS: 1. Proffer Statement (March 28, 2018) 2. Planning Commission Conclusions 3. Statement of Justification 4. Review Agency Comments 5. Response to Referral Comments 6. Design Guidelines – Waterside and Waterside Town Center (October 31, 2017) 7. Concept Development Plan – Waterside and Waterside Town Center (February 23, 2018)

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CHANTILLY CRUSHED STONE, INC.

WATERSIDE ZMAP 2016-0006/ZCPA 2016-0004

PROFFER STATEMENT

May 25, 2016

Updated October 11, 2016

Updated January 4, 2017

Updated November 13, 2017

Updated January 18, 2018

Updated February 28, 2018

Updated March 16, 2018

Updated March 28, 2018

Chantilly Crushed Stone, Inc. and FEA Properties LLC (collectively, the “Applicant”) the

undersigned owners of the property identified as Loudoun County Tax Map 94 ((16)) Parcel 2

and Tax Map 94 Parcels 33A, 61, 64, 65, 66, 69, 70, 70A, 71, 71A, 72, 73, 73A, and 84, and

Loudoun County Tax Map 95 Parcel 88 (PIN # 035-45-7809, 034-38-9287, 034-26-8917, 034-

17-4646, 034-17-4699, 034-18-6467, 034-18-2177, 035-49-1986, 035-48-4264-001, 034-18-

0464, 034-18-0714-001, 035-47-1864, 035-36-7950-001, 035-46-3732, 035-48-6938-001, and

034-19-5778) (the “Property”), and further identified on Sheet 2 of the Waterside Zoning Map

Amendment Plans more particularly identified in Proffer I below, on behalf of themselves and

their successors in interest, hereby voluntarily proffer, pursuant to Section 15.2-2303, Code of

Virginia (1950), as amended, and Section 6-1209 of the Revised 1993 Loudoun County Zoning

Ordinance, as amended (the “Zoning Ordinance”), that the development of the Property subject

to ZMAP 2016-0006 and ZCPA 2016-0004 shall be in substantial conformance with the proffers

as set forth below.

All proffers made herein are contingent upon approval of (i) ZMAP 2016-0006/ZCPA-

2016-0004 and the rezoning of the Property to the Planned Development – Town Center (“PD-

TC”), Planned Development – Office Park (“PD-OP”), Planned Development – Industrial Park

(“PD-IP”), Planned Development – Commercial Center (Community Center) (“PD-CC(CC)”,

Planned Development – Commercial Center (Small Regional Center) (“PD-CC(SC)”), and

Townhouse/Multifamily Residential (“R-16”) zoning classifications under the Zoning

Ordinance, including the requested modifications as provided in Exhibit A (the “Application”),

to subject the entire Property to be governed under the current version of the Zoning Ordinance,

as amended, to allow a total of 3,800,0000 square feet of Non-Residential Uses, and a total of

2,900 Residential units, both as defined below, at the Property, (ii) SPEX 2012-0011 for an

automobile service station pursuant to Section 4-204(C)(1) of the Zoning Ordinance, (iii) SPEX

2012-0054 to permit a fire and/or rescue station pursuant to Section 4-504(O), (iv) SPMI 2012-

0020 to eliminate the hotel landscape buffers pursuant to Section 5-611(B)(2) of the Zoning

Attachment 1

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Ordinance, (v) SPMI-2015-0003 to permit a public school pursuant to Section 4-504(CC), (vi)

SPMI-2015-0005 to permit a public school pursuant to Section 4-804(A)(9) and (vii) the

Concept Development Plan, as defined below. If approved, these proffers (“Proffers”) shall

supersede all previous proffers applicable to the Property and shall subject future development of

the Property to the terms of these Proffers and the Revised 1993 Zoning Ordinance, as amended

from time to time. In the event that this Application is denied, the proffers accepted by the

Board of Supervisors with ZMAP 2012-0006 will remain in effect.

When any plan submission, signal warrant analysis submission, noise or other impact

study submission, bonding, dedication, conveyance, construction, completion of construction,

opening of a facility or infrastructure to traffic or use, payment of cash, or any other act or

activity required in these Proffers is required to be performed, submitted, recorded, paid, and/or

completed prior to the issuance of an occupancy permit, the said occupancy permit shall not be

issued until the Owner has provided written documentation from County Building and

Development or Zoning Administration staff that the said payment, act, or activity has been

made or completed, or documentation from Zoning Administration staff that the said payment,

act, or activity is no longer a prerequisite for issuance of such occupancy permit.

All references in these Proffers to record plat shall be deemed to include condominium or

condominium plat or any other document or mechanism that legally divides the Property into

separately transferable units of ownership. Any obligation imposed herein with respect to a

record plat shall be deemed to apply to any such condominium declaration or plat or other

similar document that would have the legal effect of dividing the Property into separately

transferable units of ownership.

I. CONCEPT DEVELOPMENT PLAN

The development of the Property shall be in substantial conformance with the Concept

Development Plan (“CDP”) (included by reference as Exhibit B), hereby defined and identified

as Sheets 7 through 11 of the 16-sheet plan set titled “Waterside Zoning Map Amendment” dated

February 26, 2016, and revised through February 23, 2018, prepared by christopher consultants

(the “Plans”). Minor adjustments to the locations of the proposed uses, facilities and

improvements shown on the CDP shall be permitted as reasonably necessary to address grading,

drainage, environmental, cultural and natural features, development ordinance requirements, and

other final engineering considerations, and to accommodate the recommendations of

archaeological studies, provided that any such minor adjustments shall be in accordance with

Section 6-1209 of the Zoning Ordinance. All land development applications, including zoning

permit applications, for development of all or any portion of the Property shall include the

applicable land bay designations noted on the CDP and the applicable Phase designations as set

forth in Proffer III herein, on an individual and cumulative basis.

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II. DEVELOPMENT SCOPE

A. Residential Uses

1. Residential Mix and Density

Development of the Property shall include a maximum of 2,900 dwelling units (the

“Residential units”), inclusive of any required Affordable Dwelling Units (“ADUs”) and Unmet

Housing Needs Units (as defined below), together with related privately owned community

facilities and amenities. The Residential units shall be provided in the R-16, and PD-TC zoned

land bays in accordance with the land bay designations and tabulations on Sheet 7 of the CDP.

The mix of Residential units shall include up to 395 age-restricted, attached multi-family

dwelling units (as defined below) within the R-16 district, and up to 2,505 attached multi-family

dwelling units within the PD-TC district. The Applicant shall receive zoning permits for no

more than 2,595 Residential units at the Property until it has received occupancy permits for at

least 850,000 square feet of Non-Residential uses, as defined in Proffer II.B.1 below, of which at

least 500,000 square feet must be uses other than data center, at the Property.

2. Affordable Dwelling Units

ADUs, as may be required by the Zoning Ordinance, shall be identified on applicable

record plats and site plans in accordance with the Zoning Ordinance. Any required ADUs shall

be provided in accordance with the Affordable Dwelling Unit provisions of Article 7 of the

Zoning Ordinance and in accordance with Chapter 1450 of the Codified Ordinances of Loudoun

County. The Applicant reserves the ability to receive ADU exemptions for multi-family

dwelling units that satisfy the Zoning Ordinance’s exemption requirements.

3. Unmet Housing Needs Units

The Applicant shall provide twelve percent (12%) (maximum of 348) of the Residential units on

the Property (the “Unmet Housing Needs Units” or “UHNUs”) as for-sale and/or rental housing

units that by U.S. Department of Housing & Urban Development (“HUD”) standards will be

affordable for purchase or rental by households whose income is in accordance with the

following thresholds: (a) up to twelve percent (12%) of the Residential units for rent on the

Property shall be affordable for rental by households whose income does not exceed sixty

percent (60%) of the Washington Metropolitan Statistical Area median income as published by

HUD from time to time (the “AMI”) (the “Rental UHNUs”), provided that at least twenty-five

percent (25%) of the Rental UHNUs provided shall be affordable for rental by households whose

income does not exceed thirty percent (30%) of AMI, and the remaining Rental UHNUs

provided shall be affordable for rental by households whose income does not exceed sixty

percent (60%) of AMI; and (b) up to twelve percent (12%) of the Residential units for sale on the

Property shall be affordable for purchase by households whose income does not exceed one

hundred percent (100%) of AMI (the “For-Sale UHNUs”), provided that at least fifty-nine

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percent (59%) of the For-Sale UHNUs provided shall be affordable for purchase by households

whose income does not exceed eighty percent (80%) of AMI, and the remaining For-Sale

UHNUs provided shall be affordable for purchase by households whose income does not exceed

one -hundred percent (100%) of AMI. All Rental UHNUs will serve households whose income

does not exceed sixty percent (60%) of the AMI. Should the Applicant not provide Residential

units for purchase, then all UHNUs at the Property shall be made available for rental by

households whose income does not exceed 60 percent of AMI. Rental prices shall be set by the

County or the Loudoun County Affordable Dwelling Unit Advisory Board (ADUAB), provided

that such pricing shall be consistent with and not more restrictive than contemplated by the

foregoing income limits and percentages, according to HUD’s AMI chart including the

household size requirement, to include utilities, and such rental units shall be subject to

covenants to assure such pricing for a term of thirty (30) years that shall be recorded prior to the

approval of the site plans for multifamily buildings containing UHNUs. For-Sale unit pricing

shall be set by the County or ADUAB according to the methodology established by ADUAB,

provided that such pricing shall be consistent with and not more restrictive than contemplated by

the foregoing income limits and percentages. Covenants to assure the said For-Sale UHNUs

pricing shall be recorded and administered along with covenants established and entitled

“Declaration of Unmet Housing Needs Units Covenants (For Sale Units)”. This proffer will be

administered under the County’s UHNU Rental and Purchase Programs, in accordance with the

foregoing income limits and percentages. The Applicant shall identify the number of UHNUs

previously provided and currently proposed, including a running tally of market rate and UHNUs

on each applicable zoning permit application, record plat and site plan. No occupancy permit

shall be issued for any dwelling unit until the Applicant has provided the information set forth in

the preceding sentence and documentation satisfactory to the County to demonstrate that the

following percentage limitations (UHNU versus market rate) have been or are achieved as of the

issuance of the subject permit. Within each development Phase, as described in Proffer III (e.g.

Phases IA, IB, II, IIIA and IIIB), occupancy permits for no more than fifty percent (50%) of the

market rate dwelling units permitted within such Phase shall be issued prior to issuance of

occupancy permits for fifty percent (50%) of the UHNUs required hereunder. Occupancy

permits for no more than seventy five percent (75%) of the market rate dwelling units permitted

within such Phase shall be issued prior to issuance of occupancy permits for seventy five percent

(75%) of the UHNUs required hereunder. Occupancy permits for no more than ninety percent

(90%) of the market rate dwelling units permitted within such Phase shall be issued prior to

issuance of occupancy permits for 100 percent (100%) of the UHNUs required hereunder.

4. Age-Restricted Units

At least 80 percent of the Residential units within Land Bay F shall be intended for, and

occupied by, households with at least one full-time resident 55 years of age or older per dwelling

unit in accordance with the criteria set forth in Va. Code Ann. §36-96.7, as amended.

Concurrently with the submission of the first record plat or site plan for Land Bay F, the Owner

shall submit for review and approval by the County, a Declaration of Covenants ("Covenants")

governing development in Land Bay F, which will require, in perpetuity, that qualification for

occupancy of any of the designated 80 percent of the dwelling units in Land Bay F shall be

limited to households with at least one full-time resident who is age 55 or older (the “Age-

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Restricted Units”). The Covenants shall also provide that no person under 19 years of age may

reside in such Age-Restricted Units for a period of time exceeding a total of 30 days in any

consecutive 12-month period. Such Covenants shall be approved by the County and recorded

prior to the approval of the first record plat or site plan for Land Bay F, whichever is first in time.

B. Non-Residential Uses

For purposes of these Proffers and the CDP, the development of the Property shall

include a maximum of 3,795,800 square feet of non-residential uses, of which up to 1,755,400

square feet may be Office uses, up to 350,000 square feet may be Hotel uses, up to 645,000

square feet may be PD-IP uses, up to 128,000 square feet may be Public Use, up to 771,400

square feet may be Commercial uses and 146,000 square feet shall be Civic uses, all as defined

below.

1. “Non-Residential” uses shall include all uses on the Property (within the

PD-TC, PD-OP, PD-IP PD-CC(CC) and PD-CC(SC) zoning districts) other than Residential uses

and open space.

2. “Office” uses shall have the meaning ascribed to it in the Zoning

Ordinance.

3. “Hotel” shall have the meaning ascribed to it in the Zoning Ordinance and

further identified in Proffer II.D below.

4. “PD-IP” uses shall mean any uses permitted by-right or by special

exception in the PD-IP zoning district, provided that any use that is a special exception use shall

receive the requisite County approval prior to establishment of such use.

5. “Public Use” shall include such uses as a fire and/or rescue station and

public school, both as shown on Sheet 8 of the CDP, and Sheets 12 and 13 of the Plans, a library,

sheriff’s substation, park, open space, ball fields and/or government offices, provided that any

use that is a special exception use shall receive the requisite County approval prior to

establishment of such use, all as may be developed in Land Bay A-2 of the PD-IP zoning district.

6. “Commercial” uses shall mean all Non-Residential uses at the Property,

other than Office, Civic, PD-IP and Hotel uses, that are permitted by right or pursuant to an

approved special exception in the PD-TC, PD-OP, PD-CC(CC) and PD-CC(SC) zoning districts.

7. “Civic” uses shall mean the uses identified in Proffer VI.B below, any

uses defined or permitted in the Zoning Ordinance as civic uses, and any other similar uses that

the Zoning Administrator, or a designee of the Zoning Administrator, determines to be civic

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uses. Civic uses shall be permitted within any PD-TC zoned land bay, provided that any use that

is a special exception use shall receive the requisite County approval prior to establishment of

such use.

C. Development Mix

1. Development of the PD-TC portion of the Property shall include up to

2,066,700 square feet of Non-Residential uses, of which there may be up to 1,255,400 square

feet of Office uses, up to 350,000 square feet of Hotel uses, per Proffer II.D below, up to 315,300

square feet of Commercial uses, and up to 146,000 square feet of Civic uses per Proffer VI.B.1

below. Should any of the 350,000 square feet of Hotel uses not be used for a Hotel use, the

unused square footage may be developed as Office.

a. Multi-family Design

The 305 attached multi-family dwelling units within Land Bay D-1 of the PD-TC district west of

Proposed Shaw Road – Route 636 that have been added to the previously approved development

pursuant to this ZMAP 2016-0006/ZCPA 2016-0004 shall be provided in buildings in which the

ground floors shall be developed with at least 60 percent pedestrian-oriented businesses,

preferably retail stores, restaurants and shops, fronting along the streets. Entrances to hallways

providing access to upper levels and lobbies supporting upper floor residential or office uses may

be credited toward satisfaction of that 60 percent requirement, provided such ground-floor spaces

shall not contain residential sales/ rental offices, fitness centers, clubhouses or other residence-

serving uses.

2. Development of the PD-OP portion of the Property shall include up to

521,600 square feet of any uses permitted by-right or by special exception in the PD-OP district,

provided that any use that is a special exception use shall receive the requisite County approval

prior to establishment of such use.

3. Development of the PD-CC(CC) portion of the Property shall include up

to 200,500 square feet of any uses permitted by-right or by special exception in the PD-CC(CC)

district, provided that any use that is a special exception use shall receive the requisite County

approval prior to establishment of such use.

4. Development of the PD-CC(SC) portion of the Property shall include up

to 234,000 square feet of any uses permitted by-right or by special exception in the PD-CC(SC)

district, provided that any use that is a special exception use shall receive the requisite County

approval prior to establishment of such use.

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5. Development of the PD-IP portion of the Property shall include up to

645,000 square feet of PD-IP uses in Land Bay A1, as well as up to 128,000 square feet of Public

Use in Land Bay A2, per Proffer II.B.5 above.

D. Full-Service Hotels

Development of the PD-TC portion of the Property may include up to two (2) Hotels as

described on Sheet 7 of the CDP. Each Hotel shall have a minimum of 150 guest rooms.

Collectively, the Hotels may have a maximum of 375 guest rooms. At least one of the Hotels

shall include a minimum of 175 guest rooms and be a full-service hotel that provides a range of

services and amenities, which, at a minimum shall include, one or more restaurants, room

service, concierge services, bell and valet service, 24-hour front-desk service, business services,

spa service, fitness center, and accessory meeting room/conference center space. A Hotel within

Land Bay D-1 may contain Residential units. Nothing within this Proffer II.D shall require a

Hotel be built at the Property. Square footage assigned to Hotel uses may instead be developed

as Office uses within the PD-TC portion of the Property without the need for a ZCPA, provided

the overall Non-Residential density in the PD-TC portion of the Property does not exceed

2,066,700 square feet.

E. Office Building Heights and Square Footage

1. Office Buildings in PD-TC

Buildings within Land Bay D-1 that are either wholly or partially developed with Office

uses shall be constructed to heights of at least five (5) stories, or sixty (60) feet, whichever is

less. Land Bay D-1 shall contain at least 600,000 square feet of Office uses for which occupancy

permits have been issued by the County prior to the approval of the zoning permit that would

result in the cumulative total of zoning permitted Non-Residential square footage of development

on the Property (inclusive of the Office uses) exceeding 2,800,000 square feet of gross floor area.

The buildings containing Office uses within Land Bay D-1 may include Commercial uses on the

ground floor in accordance with the Land Bay tabulations on Sheet 7 of the CDP.

2. Office Buildings in PD-OP

Buildings within Land Bay C-1 that are either wholly or partially developed with Office

uses shall be constructed to heights of at least four (4) stories, or forty-eight (48) feet, whichever

is less. Land Bay C-1 shall contain at least 150,000 square feet of Office uses for which

occupancy permits have been issued by the County prior to the approval of the zoning permit

that would result in the cumulative total of zoning permitted Non-Residential square footage of

development on the Property (inclusive of the Office uses) exceeding 2,800,000th square feet of

gross floor area.

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3. Federal Aviation Administration Review

Concurrently with the submission of each zoning permit application for buildings subject

to any necessary Federal Aviation Administration (the “FAA”) approvals, the Applicant shall

provide documentation to the County of any necessary FAA approvals.

F. Parking

1. Parking shall be provided in accordance with Section 5-1100 of the

Zoning Ordinance and the Facilities Standards Manual (“FSM”), provided, however, that the

Applicant may provide parking pursuant to a future parking reduction approved in accordance

with procedures set out in the Zoning Ordinance.

2. Any areas reflected on the CDP for development (including, but not

limited to private roads, buildings, parking, structured parking or other future development) may

be used, on an interim and phased basis, for surface parking unless and until the future phases are

developed (in which case, the surface parking will be replaced by the intended development).

3. Prior to the issuance of the occupancy permit that would result in the

cumulative total of occupancy permitted Non-Residential square footage of development in the

PD-TC and PD-OP land bays exceeding 1,300,000 square feet of gross floor area, and at all

times thereafter, at least thirty percent (30%) of the required parking spaces for that Non-

Residential development within the PD-TC and PD-OP land bays shall be provided within

parking structures. Prior to the issuance of the occupancy permit that would result in the

cumulative total of occupancy permitted Non-Residential square footage of development in the

PD-TC and PD-OP land bays exceeding 1,800,000 square feet, and at all times thereafter, at least

sixty percent (60%) of the required parking spaces for that Non-Residential development within

the PD-TC and PD-OP land bays shall be provided within parking structures. Parking structures

shall not exceed a height of seven (7) stories, or eighty five (85) feet above grade, whichever is

greater. Freestanding parking structures shall not be located adjacent to Route 28, Route 606, or

Innovation Avenue unless treated with individual design elements such as, but not limited to,

false fenestration, glass, colored or stamped concrete panels, vegetation, or any combination

thereof, for the purpose of masking or screening the parking structure from these roadways and

having the parking structures conform to the design standards established by the Design Review

Committee.

G. Public and Private Streets

The Applicant shall provide and construct a network of public and private streets to serve

the proposed development on the Property in the locations shown on Sheets 8 and 9 of the CDP

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and as further labeled and described in the Design Guidelines (as defined below in Proffer IV.C).

The Applicant shall construct the public streets in accordance with Virginia Department of

Transportation (“VDOT”) standards. The Applicant shall construct the private streets in

accordance with the applicable standards in Chapter 4 of the Facilities Standards Manual (the

“FSM”). All private streets proposed for the Property shall be maintained by the Waterside

Property Owners Association (the “Waterside POA”) established pursuant to Proffer IV herein.

III. DEVELOPMENT PHASING

The Residential and Non-Residential uses within the Property shall be developed in three

(3) primary phases, in the following order of development:

A. Phase I

1. Phase IA. Phase IA shall comprise and be limited to the Non-Residential

development described in this paragraph. Prior to the issuance of any occupancy permits for

Phase IA development, as illustrated on Page 1 of Proffer Exhibit E, Road Phasing Exhibit, July

6, 2015 (“Exhibit E”), the transportation improvements identified in Proffers IX.A. and IX.B.

(“Phase IA Transportation Improvements”) shall be bonded and constructed in accord with the

provisions of those proffers. The bonding of such improvements for construction shall allow the

approval of zoning permits for up to 879,000 square feet of Non-Residential development on the

Property north of Route 606, of which 128,000 square feet shall be reserved for Public uses. Of

the remaining 751,000 square feet, no more than 234,000 square feet can be Commercial and no

more than 645,000 square feet can be PD-IP uses. (Collectively, the 128,000 square feet of

Public Uses and remaining 751,000 square feet as described above is the “Phase IA

Development”.) After the construction of such Phase IA Transportation Improvements,

occupancy permits may be issued for the Phase IA Development.

2. Phase IB. Phase IB shall comprise and be limited to the Non-Residential

and Residential development described in this paragraph and no permits shall be approved for

any Phase IB development until the Phase IA Transportation Improvements have been

constructed. Prior to the issuance of any occupancy permits for Phase IB development, the

transportation improvements identified in Proffer IX.C. (“Phase IB Transportation

Improvements”), in addition to the improvements identified in Proffer III.A.1 above and

illustrated on Page 2 of Exhibit E, shall be bonded and constructed in accord with the provisions

of those proffers. The bonding of such improvements for construction shall allow the approval

of zoning permits for up to 1,080,000 square feet of Non-Residential development on the

Property south of Route 606 and the approval of zoning permits for up to 1,505 Residential units

south of Route 606 (the “Phase IB Development”). After the construction of such Phase IB and

Phase IA Transportation Improvements, occupancy permits may be issued for the Phase IB

Development (for a cumulative total in Phases IA and IB of 1,959,000 square feet of Non-

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Residential development and 1,505 Residential units. Twelve percent (12%) of the Residential

units developed within Phase IB shall be UHNUs provided in accordance with Proffer II.A.3. If

the required percentage of UHNUs results in a fractional UHNU, the number of required

UHNUs shall be rounded up to the nearest whole number.

B. Phase II

Phase II shall comprise and be limited to the Non-Residential and Residential

development described in this paragraph and no permits shall be approved for any Phase II

development until the transportation improvements referenced above in Phase IA and Phase IB

have been constructed. Prior to the issuance of any occupancy permits for Phase II development,

as illustrated on Page 3 of Exhibit E, the transportation improvements identified in Proffers

III.A.1 and III.A.2 above, in addition to the transportation improvements specific to the land bay

being developed and/or as specified below in Proffers IX.E, IX.F, IX.G, IX.H, IX.I and IX.J

(“Phase II Transportation Improvements”), shall be bonded and constructed in accord with the

provisions of those proffers. The bonding of such improvements for construction shall allow the

approval of zoning permits for up to an additional 885,000 square feet of Non-Residential

development on the Property and the approval of zoning permits for up to an additional 1000

Residential units on the Property south of Route 606 (“the Phase II Development”). After the

construction of such Phase II Transportation Improvements, occupancy permits may be issued

for the Phase II Development (for a cumulative total of 2,844,000 square feet of Non-Residential

development and a cumulative total of 2,505 Residential units within Phases IA, IB and II).

Twelve percent (12%) of the Residential units developed within Phases IB and II shall be

UHNUs provided in accordance with Proffer II.A.3. If the required percentage of UHNUs

results in a fractional UHNU, the number of required UHNUs shall be rounded up to the nearest

whole number.

C. Phase III

1. Phase IIIA. Phase IIIA shall comprise and be limited to the Non-

Residential and Residential development described in this paragraph and no permits shall be

approved for any Phase IIIA development until the transportation improvements referenced

above in Phase IA and Phase IB have been constructed. Prior to the issuance of any occupancy

permits for Phase IIIA development, as illustrated on Page 5 of Exhibit E, the transportation

improvements identified in Proffer IX.D below (“Phase IIIA Transportation Improvements”), in

addition to the transportation improvements identified in Proffers III.A.1 and III.A.2 above

(Phase IA and Phase IB), shall be bonded and constructed in accord with the provisions of those

proffers. The bonding of such improvements for construction shall allow the approval of zoning

permits for up to an additional 335,400 square feet of Non-Residential development on the

Property and the approval of zoning permits for up to an additional 395 Residential units on the

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Property (the “Phase IIIA Development”). After the construction of such Phase IIIA

Transportation Improvements, occupancy permits may be issued for the Phase IIIA Development

(for a cumulative total in Phases IA, IB, II and IIIA of 3,179,400 square feet of Non-Residential

development and 2,900 Residential units). Twelve percent (12%) of the Residential units

developed within Phases IB, II and IIIA shall be UHNUs provided in accordance with Proffer

II.A.3. If the required percentage of UHNUs results in a fractional UHNU, the number of

required UHNUs shall be rounded up to the nearest whole number, provided, however, that the

Applicant shall not be required to provide more than the cumulative maximum of 348 UHNUs in

accordance with Proffer II.A.3.

2. Phase IIIB. Phase IIIB shall comprise the Non-Residential development

described in this paragraph and no permits shall be approved for any Phase IIIB development

until the transportation improvements referenced above in Phase IA and Phase IB have been

constructed. Prior to the issuance of any occupancy permits for Phase IIIB development the

transportation improvements and/or cash payments as applicable identified in Proffers IX.K and

IX.L below (“Phase IIIB Transportation Improvements”) in addition to the transportation

improvements identified in Proffers III.A.1, III.A.2 and III.C.1 above (Phase IA, Phase IB and

Phase III), shall be bonded and constructed in accord with the provisions of those proffers. The

bonding of such improvements for construction shall allow the approval of zoning permits for up

to 620,600 square feet of additional Non-Residential development on the Property (the “Phase

IIIB Development”). After the construction of, or cash in lieu payments for, such Phase IIIB

Transportation Improvements, occupancy permits may be issued for the Phase IIIB Development

(for a cumulative total of 3,800,000 square feet of Non-Residential development in Phases IA,

IB, II, IIIA and IIIB).

D. Land Bay E

Notwithstanding any other phasing requirements in this Phasing Proffer III,

occupancy permits shall not be issued for more than 15,000 square feet of Commercial

development in Land Bay E until completion of one of the following three (3) scenarios: (a)

Roads A and C2 have been constructed per Proffer IX.E and IX.H; or (b) Roads C1 and C2 have

been constructed per Proffers IX.G and IX.H; or (c) a four-lane section of Davis Drive between

Route 606 and either of the two vehicular entrances to Land Bay E have been constructed, all as

shown on Page 4 of Exhibit E. Prior to the opening to traffic of at least one of the above three

(3) scenarios, the Applicant shall be limited to receiving occupancy permits for up to 15,000

square feet of Commercial development in Land Bay E only if the Phase IA transportation

improvements per Proffers IX.A and IX.B have been constructed.

E. Limitation on Development Prior to Quarry Reclamation

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1. A stone quarry currently exists and is in active operation on portions of the

Property located south of Route 606. There shall be no limitation associated with the operation

of the quarry on the Applicant’s ability to obtain building permits and zoning permits, commence

construction activities, and obtain occupancy permits for any of the uses located in Land Bays A-

1, A-2 and B north of Route 606 while the quarry is still operating.

2. The Applicant shall not commence any vertical construction activities in

land bays south of Route 606 until the fencing of the quarry, as part of the quarry Reclamation

process described in Proffer VIII.A below, has been installed in the land bay where the vertical

construction is to occur. Upon the installation of such fencing, in consultation with and in

accordance with the applicable regulations promulgated by the Virginia Department of Mines,

Minerals, and Energy, (the “VADMME”) and with review by the Loudoun County Zoning

Administrator or his/her designee, the Applicant may obtain building permits and zoning

permits, and commence vertical construction activities in any of the land bays south of Route

606 and obtain occupancy permits for any of the Non-Residential uses located in Land Bays C-1

and E.

3. The Applicant shall not be entitled to obtain occupancy permits for Land

Bay D-1 until the completion of the site preparation blasting and Reclamation described in

Proffer VIII, the delivery of the written notification to the Loudoun County Zoning

Administrator in accordance with Proffer VIII.A.1, and the closure of the asphalt plant in Land

Bay D-1.

4. The Applicant shall not be entitled to obtain occupancy permits for Land

Bays D-2, D-3 and F until the completion of the site preparation blasting and Reclamation

described in Proffer VIII, and the delivery of the written notification to the Loudoun County

Zoning Administrator in accordance with Proffer VIII.A.1.

IV. PROPERTY OWNERS ASSOCIATION

A. POA General Responsibilities

All property owners within the Property shall be a member of a Property Owners

Association (“POA”) established to regulate use and provide standards for the construction,

landscaping and use of privately owned land and structures within the Property. The Applicant

shall establish an overall, umbrella POA (the “Waterside POA”) with a number of sub-

associations which may include any one or more of the following: an office/office/flex/hotel

POA, a commercial POA, a residential POA, and/or residential condominium associations. In

addition to any other responsibilities described elsewhere in this Proffer Statement, the

Waterside POA shall have the responsibility to provide landscaping and lawn maintenance for all

13 131698047 v8

common areas and open space, snow removal on all private streets, maintenance of all bus

shelters constructed in accordance with Proffer IX.P.2 below, and trash removal and recycling

services. The Waterside POA shall also be responsible for the maintenance of all common

recreational facilities and buildings, all storm drainage easements and stormwater management

facilities not maintained by the County, all private streets and street lights, and all sidewalks and

multi-use trails located outside of public road right-of-way and not otherwise maintained by

Loudoun County or VDOT. The Waterside POA shall retain responsibility for compliance with

the provisions of this Proffer IV.A unless and until it contractually assigns or delegates its

responsibilities to a sub-association or sub-associations pursuant to association documents

approved by the County. Notwithstanding the above, the Public Use Site, per Proffer VI.A

below and the Civic site, per Proffer VI.B below, shall not be subject to the POA nor be a

member of nor subject to any covenants or restrictions of any sub association.

B. Establishment of the POA

Prior to the approval of the first record plat or site plan, whichever is first in time, for any

portion of the Property, draft documents for the establishment of the Waterside POA and the

imposition of the covenants required by these Proffers IV.A, IV.B, IV.C, IV.D, VII.A, VIII.C,

XI.A.1, XI.A.2, XI.A.3, XI.C, XII.C, XII.D.4, XII.E, XII.G and XII.I. (the “POA Covenants”)

shall be submitted to the County for review and approval. In addition to any other requirements

set forth in these Proffers, the POA Covenants shall provide for the Applicant or successor

developer/declarant to have the unilateral right, without approval or consent of any other land

owner, to record amendments to the POA Covenants as necessary to comply with Proffer XI or

any other Proffer that may require amendments to the POA Covenants. The Waterside POA

shall be established and the POA Covenants as approved by the County shall be recorded in the

land records of the County prior to the approval of the first record plat or site plan for the

Property, whichever is first in time. Sub-associations shall be established as needed. If

established, the Applicant shall provide draft documents for the establishment of any and all sub-

associations and the imposition of any additional covenants to the County for review and

approval, which documents shall be recorded in the land records prior to approval of the first

record plat or site plan, whichever is first in time, for any portion of the Property to be subject to

such sub-association.

C. POA Design Standards

1. In order to provide for the implementation of design concepts which further the

design commitments provided throughout these Proffers, the POA Covenants shall require the

establishment of a “Design Review Committee” and shall require said committee to adopt design

standards in substantial conformance, as also affirmed by the Loudoun County Zoning

Administrator, or his/her designee, with the “Waterside -- Design Guidelines” created by Lessard

Design Inc., dated May 26, 2015 and revised through October 31, 2017, presented with this

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Application and included by reference as Exhibit C. The POA Covenants shall require all

development plans for development of any portion of the Property except the Public use site and

the Civic site, both of which shall not be subject to the POA per Proffer IV.A above, to be

submitted to and approved by the Design Review Committee prior to commencement of any

construction pursuant to such development plans.

2. The Design Review Committee shall be established prior to the approval of the

first site plan on the Property. The Design Review Committee shall consist of five (5) members,

at least one of whom shall be an architect or other licensed design professional and at least one of

whom shall be appointed by the Board of Supervisors.

3. The Design Review Committee shall be responsible for establishing specific

design and architecture standards for the Property and may establish one comprehensive set of

standards or separate standards for the different zoning districts (the “Design Standards”). The

Design Standards shall provide for the regulation of street frontages, landscaping, streetscapes

and building architecture that will ensure the development of a unified, attractive and vibrant

community throughout the Property. The streetscapes shall be in compliance with Proffer VII.A

and the Street Sections identified on Sheets 19 through 22 of the Waterside Design Guidelines.

The Design Review Committee shall establish the Design Standards within six (6) months of the

creation of the Waterside POA or prior to submission of the first site plan for the Property,

whichever is first in time.

4. The Design Review Committee shall review all development plans for the

Property. In addition to establishing the Design Standards, the Design Review Committee shall

be responsible for upholding the Design Guidelines and approving any needed amendments to

those Design Guidelines, provided the amendments are in keeping with the original intent of the

Design Guidelines and acceptable to the Loudoun County Zoning Administrator or designee.

D. Property Owner Notification

The POA Covenants shall include a written disclosure statement regarding aircraft

overflights and aircraft noise which shall be provided to all prospective purchasers of Residential

units in accordance with Section 4-1404(A)(1) of the Zoning Ordinance. Such written disclosure

statement shall include an illustrative map showing the Ldn 60 and Ldn 65 aircraft noise contour

lines and the areas within one (1) mile of the Ldn 60 boundary.

V. CAPITAL FACILITIES AND ROUTE 28 TAX DISTRICT

A. Capital Facilities Contribution

The proposed 2,900 Residential units have a total anticipated capital facilities

contribution of $56,832,362.30 (2,505 multi-family market-rate units at $21,830.33 per unit

15 131698047 v8

equals $54,684,976.65 and 395 age-restricted units at $16,050.71 per unit equals $6,340,030.45

less a credit of $4,192,644.80 for the 80 by-right R-1 single-family detached units at $52,408.56

per unit for a total anticipated contribution of $56,832,362.30), subject to adjustment pursuant to

Proffer XVI.B below. This total anticipated capital facilities contribution amount shall be

reduced by (i) the land value of the proffered Public Use Site (Proffer VI.A) ($10,500,000.00),

(ii) the value of the costs to construct Shaw Road and Davis Drive north and south and to widen

Route 606, all CTP roads, (Proffers IX.C.2, IX.B.2, IX.D.2 and IX.A2, respectively) (cumulative

value of $9,124,141.00), (iii) the value to acquire off-site right of way needed to widen Route

606 (Proffer IX.A.1) ($551,724.00), (iv) the value to widen Route 606 east of PIN 034-19-5778

to Oak Grove Road (Proffer IX.A.3) ($320,000.00), (v) the value to acquire off-site right of way

needed to construct Davis Drive South (Proffer IX.D.1) ($2,250,000.00), (vi) fifty-three percent

(53%) of the value to construct the Pacific Boulevard Connection (Proffer IX.K)

($2,249,316.00), (vii) fifty-two percent (52%) of the value to construct the Greenway Ramp

(Proffer IX.L) ($893,196.00), (viii) thirty-five percent (35%) of the value of the structural fill

needed to construct Davis Drive south ($13,720,000.00), (ix) design costs for the urban

elementary school (Proffer VI.B.3) ($250,000.00), (x) contribution to the County for design and

development of the Public Use Site (Proffer IV.A.5) ($150,000), and (xi) cost of the Davis

Drive/Road C2 traffic signal (Proffer X.G) ($300,000.00), resulting in a net total capital facilities

reduction of $40,308,377.00 for a total anticipated net capital facilities contribution of

$16,523,985.30, which results in a one-time capital facilities contribution in the amount of

$5,697.92 per Residential unit for each of the 2,900 dwelling units on the Property. Provided the

Applicant makes the second payment to the County or School Board in the amount of $172,000

for design and development of the Public Use Site, per Proffer VI.A.5 below, the Applicant’s

total anticipated net capital facilities contribution shall be further reduced by $86,000, which

would reduce the total anticipated net capital facilities contribution to $16,437,985.30 or

$5,668.275 per Residential unit for each of the 2,900 dwelling units on the Property. No

resulting reduction in the per dwelling unit contribution shall be effective with respect to or

applied to any dwelling unit for which a zoning permit has been approved at the time such

reduction becomes applicable.

The amount of the said capital facilities contribution payable for each dwelling unit, adjusted

pursuant to Proffer XVI.B. below, shall be calculated at the time of the approval of the zoning

permit for each said dwelling unit and shall be payable prior to the issuance of the occupancy

permit for such dwelling unit. Said capital facilities contributions shall be used at the discretion

of the Board of Supervisors for any capital facility improvement in the Sterling Planning Subarea

of the County.

B. Route 28 Buy-Out Payment

Simultaneously with the Board’s approval of this ZMAP 2016-0006 the Applicant has

paid, or in the event the Board has approved this ZMAP 2016-0006 with a deferred effective date

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and prior to such effective date the Applicant shall pay, to the Treasurer of Loudoun County the

sum of $_____, such sum representing Loudoun County’s estimate of the present value of the

future special improvements taxes that would have been payable to the Route 28 Highway

Transportation Improvement District attributable to the portion of the Property under the current

PD-RDP zoning classification and hereby rezoned to be developed with residential uses in Land

Bay D-1, such amount having been determined in accordance with the formula and provisions as

adopted by the Board of Supervisors for optional residential development within the Route 28

Tax District pursuant to §15.2-4608 of the Code of Virginia. In the event that the approval of

this ZMAP 2016-0006 should be appealed and subsequently overturned by a final, unappealable

court order after the foregoing payment has been made to the County, the County shall refund

the $______ payment to the Applicant and the Property shall return to its pre-zoning approval

tax status and conditions as of the date just prior to the said rezoning approval.

The Applicant’s previous payment of $146,965 to the Treasurer of Loudoun County

following the Board’s approval of ZMAP 2012-0006 together with the payment of the aforesaid

$__________ to the Treasurer of Loudoun County following the Board’s approval of this ZMAP

2016-0006 shall fulfill the Applicant’s Route 28 tax payments for Land Bay F and the portions of

Land Bays D-1, D-2 and D-3 contained within PINs 035-47-1864 and 034-26-8917.

Because it is contemplated that (i) buildings in Land Bays D-1, D-2, and D-3 may have

Commercial uses on the ground floor and residential uses on the floors above the ground floor,

(ii) the potential development in Land Bay D-1 will be predominantly Non-Residential, and (iii)

the potential development in Land Bays D-2 and D-3 will be predominantly Residential, the

following provisions shall also apply within said land bays:

1. In order to permit all Non-Residential uses on the Property to be and

remain subject to the applicable special improvements taxes for the Route 28 Tax District (the

“Route 28 Tax”),

a. All Residential uses on the Property shall be constructed on a

separate parcel that does not include any Non-Residential uses or shall be constructed within a

separately taxable condominium, which may comprise only a portion of a building, in which no

condominium unit or residential common element shall include or permit any Non-Residential

uses.

b. All Non-Residential uses in Land Bays D-2 and D-3 shall be

constructed on a separate parcel that does not include any Residential uses or shall be

constructed within a separately taxable condominium, which may comprise only a portion of a

building, in which no condominium unit or non-residential common element shall include or

permit any Residential uses.

17 131698047 v8

2. After payment of the said sum of $146,965 to Loudoun County as set forth

above, and after all of the property within each of Land Bays D-2 and D-3 has been established

as a separate tax map parcel by recordation of a County-approved subdivision plat, each such

Land Bay shall for the tax year following recordation of such subdivision and thereafter not be

subject to the Route 28 Tax until and unless any portion of such land bays is developed with

Non-Residential uses per the following conditions:

a. If and when any portion of any of said land bays D-2 or D-3 is

subdivided off into a separate tax parcel by recordation of a County-approved subdivision plat, it

shall be presumed, unless otherwise certified by the subdivider on the subdivision plat and in an

instrument recorded with such plat, to be for a Non-Residential use (e.g., a separately owned

commercial building), and such portion of the Property shall, for the tax year following the

approval by the County of such subdivision plat and thereafter, become subject to and be

required to pay the Route 28 Tax. The Applicant shall notify the County’s Commissioner of the

Revenue and Zoning Administrator within thirty (30) days of the subdivision plat being

approved.

b. If and when any portion of said land bays D-2 or D-3 is the subject

of an approved site plan for the construction of a building, and thereafter, by the recordation of a

condominium instrument pursuant to the provisions of the Virginia Condominium Act, or other

instrument that would have the legal effect of dividing the Property into separately transferable

units of ownership, such building, or any separate and distinct portion thereof, is constituted and

established as a separate condominium or unit for Non-Residential use with separately taxable

units and common elements, then the portion of the Property constituting such Non-Residential

unit, including any common elements, and including any withdrawable land, shall, for the tax

year following the recordation of such condominium or other instruments and thereafter, become

subject to and be required to pay the Route 28 Tax. The Applicant shall notify the County’s

Commissioner of the Revenue and Zoning Administrator within thirty (30) days of the

condominium plat or other such instrument being recorded.

c. If and when any portion of Land Bays D-2 or D-3 becomes subject

to and required to pay the Route 28 Tax pursuant to Proffer V.B.2.a or b above, neither the

Applicants nor their successors or assigns shall then or thereafter be entitled to any refund of any

portion of the payment made to Loudoun County pursuant to the first paragraph of Proffer V.B.

above, and the Applicants hereby waive and relinquish, on behalf of themselves and their

successors, any right or claim they may have or have had to any refund of any portion of such

payment.

3. After payment of the said sums of $146,965, paid in 2015, and $_____

paid in 2018 pursuant to this ZMAP-2016-0006, to Loudoun County as set forth above, the

18 131698047 v8

property within Land Bay D-1 shall remain subject to the Route 28 Tax until and unless any

portion of such land bay is developed with Residential uses per the following conditions:

a. If and when any portion of said Land Bay D-1 is subdivided off

into a separate tax parcel for a Residential use (e.g., a separately owned apartment or

condominium building) by recordation of a County-approved subdivision plat upon which the

subdivider certifies that such parcel shall be restricted to a Residential use and in conjunction

with which the subdivider records a covenant limiting the use of such parcel to residential use,

such portion of the land bay shall, for the tax year following the recordation of such subdivision

plat and thereafter, no longer be subject to the Route 28 Tax, provided, however, that the

Applicant shall have timely, and no later than the last week day business day of the year of

recordation notified the County’s Commissioner of the Revenue and Zoning Administrator of the

subdivision plat being recorded.

b. If and when any portion of said Land Bay D-1 is the subject of an

approved site plan for the construction of a building, and thereafter, by the recordation of a

condominium instrument pursuant to the provisions of the Virginia Condominium Act, or other

instrument that would have the legal effect of dividing the Property into separately transferable

units of ownership, such building, or any separate and distinct portion thereof, is constituted and

established as a separate Residential condominium or unit for Residential use with separately

taxable units and common elements restricted by recorded covenants to residential use, then the

portion of the Property constituting such Residential unit, including the common elements, but

not including any withdrawable land (unless such withdrawable land is restricted by recorded

covenant to residential use), shall, for the tax year following the recordation of such

condominium or other instruments and thereafter, no longer be subject to the Route 28 Tax;

provided that, no common element of such Residential condominium, such as a garage structure

or portion thereof, shall be permitted to be used by or for any user other than the Residential

condominium residents or their guests or invitees; and provided further that the Applicant shall

have promptly, and no later than the last week day business day of the year of such recordation,

notified the County’s Commissioner of the Revenue and Zoning Administrator of the

condominium plat or other such instrument being recorded.

4. After payment of the said sums of $146,965, paid in 2015, and $_____,

paid in 2018 pursuant to this ZMAP-2016-0006, to Loudoun County, Land Bays A-1, B, C-1 and

E shall continue to be subject to the Route 28 Tax.

5. After payment of the said sums of $146,965, paid in 2015, and $____,

paid in 2018 pursuant to this ZMAP-2016-0006, to Loudoun County, and after all of the property

within Land Bay F has been established as a separate tax map parcel by recordation of a County-

approved subdivision plat, such Land Bay F shall, for the tax year following recordation of such

subdivision and thereafter not be subject to the Route 28 Tax.

19 131698047 v8

6. The portion of the Property currently zoned R-1 is not subject to the Route

28 Tax and, thus, was not included in the calculation of the sum payable to the County as set

forth above in the first paragraph of Proffer V.B.

VI. PUBLIC/CIVIC USES AND SITES

A. Public Use Site

1. The Applicant shall dedicate to the County, or, as directed by the County,

directly to the Loudoun County School Board, approximately 25 acres of land for a public use

site (the “Public Use Site”) to be used as a fire and/or rescue station and/or a public school in the

location designated as Land Bay A-2 on Sheets 7 and 8 of the CDP and Sheets 12 and 13 of the

Plans, or to be used as further described in Proffer II.B.5. The Applicant shall have no obligation

or responsibility to construct any uses within Land Bay A-2.

a. The Applicant shall take all actions necessary, including

processing of any subdivision application, to create, dedicate, and convey directly to the County,

or, as directed by the County, directly to the School Board, at no public cost within 180 days of

written request by the County provided that such request by the County shall not be made until

after the construction of and opening to traffic of Davis Drive north of Route 606 as identified in

Proffer IX.B below.

b. Prior to the dedication and conveyance of the Public Use Site in

accordance with this Proffer VI.A., the Applicant shall prepare and submit to Loudoun County

and the Loudoun County School Board, as applicable, an ALTA survey for the Public Use Site.

c. Prior to the dedication and conveyance of the Public Use Site in

accordance with this Proffer VI.A., the Applicant shall submit to Loudoun County and the

Loudoun County School Board, as applicable, a title report setting forth the title encumbrances,

easements and other title exceptions applicable to the Public Use Site. The Public Use Site shall

be conveyed free and clear of any protective covenants and shall not be subject to the provisions

of the Property Owners Association, per Proffer IV.A. Such title report shall show the absence

of any easements, liens, covenants, encumbrances, or other matters that would prevent the

development of the site for its intended purposes or that the County reasonably objects to.

d. Concurrently with the dedication and conveyance of the Public

Use Site, the Applicant shall provide to the County or the Loudoun County School Board, as

applicable, with a paid policy of title insurance insuring the title to the Public Use Site. The title

insurance amount shall be approximately equal to the fair market value, as determined by the

office of the County’s Commissioner of the Revenue, of a similarly situated, similarly zoned

20 131698047 v8

parcel, improved with public utilities but unencumbered by any proffer or approval conditions,

of the same acreage as the Public Use Site.

2. If not already required by the County in conjunction with the review and

approval of the subdivision of the Public Use Site as contemplated in Proffer VI.A.1 above, the

Applicant shall construct at least two points of vehicular access to Davis Drive benefitting the

Public Use Site concurrently with the dedication of the Public Use Site. The final locations of

those points of access shall be coordinated among the County and/or School Board and the

Department of Fire, Rescue and Emergency Management, and may shift from those points

shown on Sheet 8 of the CDP and Sheets 12 and 13 of the Plans, provided the entrances meet

VDOT requirements, as may be modified, without the need for a ZCPA.

3. The Applicant shall not use the Public Use Site for staging, dumping,

stockpiling of construction debris, storage of hazardous materials, or land disturbing activities,

including the removal of trees, prior to the dedication and conveyance of the Public Use Site to

the County or the Loudoun County School Board (the “School Board”), without the prior written

consent of the County, or the School Board, whichever is the recipient of the land.

Notwithstanding the above, portions of the Public Use Site may be disturbed as reasonably

necessary during construction of the abutting roads and the provision of the utilities referenced

immediately below. The Applicant reserves the right to establish easements within the Public

Use Site as required for the development of the Property, provided that the location, character

and extent of any such easements will be first coordinated with and approved by the County, or,

if the site is to be developed as a school, then coordinated with and approved by the School

Board in order to avoid conflicts with the development and use of Land Bay A-2.

4. If not already required by the County in conjunction with the review and

approval of the subdivision of the Public Use Site as contemplated in Proffer VI.A.1 above, the

Applicant shall install and construct, at no public cost, public central water supply lines, electric

lines and public central sanitary sewer lines to the periphery of the Public Use Site prior to the

Applicant’s dedication of the Public Use Site to the County or School Board. To the extent that

other public utilities such as but not limited to gas, cable and fiber are available along Davis

Drive the Applicant shall also extend such utilities to the periphery of Land Bay A-2.

5. If wetlands are disturbed as a result of the Applicant’s subdivision and/or

dedication of Land Bay A-2 to the County or School Board for a Public Use Site, the Applicant

shall pay for the required wetland mitigation. Further, the Applicant shall contribute $150,000 to

the County or School Board for design and development of the Public Use Site. If the County or

School Board utilize that entire $150,000 to pay the costs of wetland mitigation and/or stream

credits within 10 (ten) years of receipt of such contribution, as evidenced by paid receipts, then

the Applicant shall contribute $172,000 that may be used for further wetland mitigation or

21 131698047 v8

stream credits, if needed, or any other design or development work at the County or School

Board’s election. The Applicant shall make the first $150,000 contribution prior to the first

submission of the site plan for the school, or at the time of the dedication and conveyance of the

Public Use Site, whichever occurs first; the $172,000 contribution, if necessary, shall be made

within 120 days of the Applicant receiving written documentation that the first $150,000 was

entirely spent on wetland mitigation and/or stream credits.

6. Concurrently with site plan submission for the fire and/or rescue station in

Land Bay A-2, a representative from the Department of Fire, Rescue and Emergency

Management shall convene at least one community meeting with the adjacent Autumn Oaks

Community Association to review and discuss such items as buffers, site design, traffic

circulation, site lighting, pre-emption traffic signal and noise related to the operation of a fire

and/or rescue station. Such notice shall be coordinated through the Autumn Oaks Community

Association in conjunction with the Broad Run District Supervisors’ Office.

B. Civic Uses

1. The Applicant shall reserve approximately three and a half (3.5) acres in

Land Bay D-2 for a collocated library and urban-designed, public elementary school (the

“Preferred Civic Site”) as shown on Sheet 9 of the CDP as the Preferred Civic Site and shown on

Sheet 16 of the Plans. The Applicant shall reserve said land for a period of five (5) years

following issuance of the occupancy permit for the first Residential unit in the Land Bays D-1,

D-2 or D-3 (the “Reservation Period”) during which period of time the County shall deliver

written notice to the Applicant of its intention to proceed with the use of the Preferred Civic Site

as either an urban-designed elementary school, library or both. Within 180 days of the County

providing said written notice of its intention to proceed with the Preferred Civic Site, the

Applicant shall take all actions necessary, including processing of any subdivision application, to

create and prepare the 3.5-acre parcel for conveyance, be it for sale or lease. If the County has

not delivered said written notice to the Applicant by the date which is six (6) months prior to the

expiration of the Reservation Period, then the Applicant, six (6) months prior to the expiration of

the Reservation Period, shall provide written notice to the Loudoun County Public School

(“LCPS”) Superintendent and to the Director of the Loudoun County Public Library (“Library”),

with copies sent to the Director of Planning and Zoning, the Zoning Administrator and County

Administration’s Office indicating the impending expiration of the Reservation Period. If, prior

to the end of the Reservation Period, the County does not provide said written notice to the

Applicant of its intention to use or not use the Preferred Civic Site, then the County will be

deemed to have elected to allow the Reservation Period to expire and the County shall thereafter

have no right, through these proffers to require the Applicant to dedicate and convey the

Preferred Civic Site.

22 131698047 v8

2. Should the County elect to utilize the Preferred Civic Site for a library,

elementary school, or both, the Applicant and County shall, in good faith, negotiate a lease or

purchase agreement as follows:

a. Should the County elect to lease the Preferred Civic Site, the

Applicant and County shall, in good faith, negotiate a lease for a period of at least 20 years, at a

rate no greater than 75 percent (75%) of the fair market value rent for comparably constructed

Class A office space within the Reston-Herndon corridor between Wiehle Avenue to the east and

Dulles Airport to the West in the immediate vicinity of the Property (the “Comparable Area”),

with at least two ten (10) year extension options exercisable by the County, the first at a rate no

greater than 80 percent (80%) of the fair market value rent within the Comparable Area and the

second extension at a rate no greater than 85 percent (85%) of the fair market value rent within

the Comparable Area. The Applicant shall be responsible for constructing the building on the

Preferred Civic Site up to six (6) stories and a minimum of 146,000 square feet, and associated

parking, to accommodate an urban elementary school, a library, or a collocated urban elementary

school and library.

b. Should the County elect to purchase the Preferred Civic Site, the

Applicant and County shall, in good faith, negotiate a purchase and sale agreement at a price no

greater than 85 percent of fair market value for comparably constructed Class A office space in

the Comparable Area. Should the County elect to purchase the Preferred Civic Site, the

Applicant shall take all actions necessary, including processing of any subdivision application or

creation of any condominium, to sell and convey, and provide title insurance to assure, good and

marketable title to the Preferred Civic Site within 180 days of written request by the County,

provided Shaw Road is built and open to traffic. The Applicant shall have no obligation to

construct the urban elementary school, library, or a collocated urban elementary school and

library if the County elects to purchase the Preferred Civic Site.

c. In the event Applicant and County, and/or LCPS, as applicable, are

unable to agree upon the lease rate (75 percent of the fair market value rent for comparably

constructed Class-A office space as set forth in Proffer VI.B.2.a above) or purchase price (85

percent of fair market value for comparably constructed Class-A office space in the comparable

area as set forth in Proffer VI.B.2.b above), each may select and employ an independent certified

general real estate appraiser licensed in Virginia to perform an appraisal to determine the said

fair market value rent for comparably constructed Class-A office space or the said fair market

value for comparably constructed Class-A office space, as applicable (“Appraisal”) and if the

higher of the two Appraisals is ten percent (10%) (or less) higher than the lower Appraisal, the

lease rate or purchase price shall be the average of the two Appraisals; and if more than 10%

higher, and the parties remain unable to agree, the two appraisers shall select a third independent,

certified general real estate appraiser licensed in Virginia who shall perform such an Appraisal,

23 131698047 v8

and the lease rate or purchase price shall be the average of the three appraisals, with the parties

being each responsible for payment of one-half of the fee of the third appraiser.

3. Should the County elect to locate an urban-designed elementary school or

a collocated library/urban-designed elementary school at the Preferred Civic Site, per Proffer

IV.B.1 above, the Applicant shall contribute $250,000 toward the design of such urban-designed

elementary school or a collocated library/urban-designed elementary school. Alternatively,

should LCPS choose to use Lessard Design, Inc., as the architect for the school design, the

Applicant shall fund up to $250,000 of the design work directly to the architect. This direct

payment option would relieve the Applicant of paying the $250,000 directly to LCPS. Such

contribution shall be made within 180 days of the County’s formal notification to the Applicant

of its election to locate an urban elementary school at the Preferred Civic Site.

4. Should the County elect to locate a library, urban-designed elementary

school or a collocated library/urban-designed elementary school on the Preferred Civic Site, the

construction of such facilities by the Applicant, per Proffer VI.B.2.a above, or by the County, per

Proffer VI.B.2.b above, shall satisfy the Applicant’s Civic use obligation under the PD-TC

zoning district. To the extent that the County elects to use the Preferred Civic Site for one but

not both of the uses identified above, then the Applicant shall have the right to develop Civic

uses elsewhere in the PD-TC district, such that the overall total of Civic uses shall be a minimum

of 146,000 square feet. If the County elects or is deemed to have elected to not use the Preferred

Civic Site as identified herein, the Applicant shall be permitted to develop any other Non-

Residential uses permitted in the PD-TC zoning district on the Preferred Civic Site and shall

locate such required square footage of Civic uses elsewhere within the Land Bays D-1, D-2

and/or D-3, both without the need for a Zoning Concept Plan Amendment (“ZCPA”).

5. Provided the Civic uses are located in alternate locations throughout the Town Center and

not at the Preferred Civic Site, the Applicant shall phase the provision of such uses as follows: A

minimum of 48,000 square feet of Civic uses shall be established within the Land Bays D-1, D-2

and/or D-3 prior to the issuance in the PD-TC district of the occupancy permit that would result

in the cumulative total of occupancy permitted Non-Residential square footage of development

in the PD-TC exceeding 644,000 square feet or the cumulative total of occupancy permitted

Residential units exceeding 800, whichever occurs first; an additional 48,000 square feet of

Civic uses shall be established at the Property prior to the issuance of occupancy permits in the

PD-TC district that would result in the cumulative total of occupancy permitted Non-Residential

square footage of development in the PD-TC exceeding 1,288,000 square feet or the cumulative

total of occupancy permitted Residential units exceeding 1,600, whichever occurs first; and the

remaining square feet of Civic uses shall be established at the Property, for a minimum of

146,000 square feet of Civic uses established prior to the issuance of occupancy permits in the

PD-TC district that would result in the cumulative total of occupancy permitted Non-Residential

square footage of development in the PD-TC exceeding 1,900,000 square feet or the cumulative

24 131698047 v8

total of occupancy permitted Residential units reaching 2,200, whichever occurs first. The

Applicant shall identify the amount of 1) Civic use square footage, 2) Non-Residential, non-

Civic use square footage, and 3) number of dwelling units previously occupancy permitted and

currently proposed, including a running tally of Civic use square footage, Non-Residential, non-

Civic use square footage, and number of dwelling units, on each applicable zoning permit

application, record plat and site plan. No occupancy permit shall be issued for any non-civic use

(residential or non-residential) in the PD-TC district until the Applicant has provided

documentation satisfactory to the County to demonstrate that the foregoing civic vs. non-civic

use percentages have been or are achieved as of the issuance of the subject permit. The above

phasing in this Proffer VI.B.5 shall not be enforced against the Applicant until after the

Reservation period has expired or the County has elected or has been deemed to have elected to

not use the Preferred Civic Site as identified herein.

6. Provided the Preferred Civic Site is developed with Civic Uses, the

building and associated garage to house the Civic Uses shall be subject to the Design Guidelines

referenced in Proffer IV.C., but, pursuant to Proffer IV.A., shall not be subject to the owner

association covenants.

C. Interpretive Signage

1. Within forty eight (48) months of the approval of the first zoning permit in

Land Bay D-1, the Applicant shall install an interpretive sign on the Property to identify the Oak

Grove settlement that previously occupied the Property. The Applicant shall coordinate the sign

location, design and content with Department of Planning and Zoning staff, in consultation with

the preservation planner. The sign shall be located, designed and erected for pedestrians

accessibility and be located in a portion of Land Bay D-1 that promotes pedestrian activity. The

sign shall include an illustration.

2. Within forty eight (48) months of the approval of the first zoning permit in

Land Bay D-1, the Applicant shall install an interpretive sign on the Property to identify the

quarry operations that previously occupied the Property. The Applicant shall coordinate the sign

location, design and content with Department of Planning and Zoning staff, in consultation with

the preservation planner. The sign shall be located, designed and erected for pedestrians

accessibility and be located in a portion of Land Bay D-1 that promotes pedestrian activity. The

sign shall include an illustration and description of the quarry operations.

VII. PEDESTRIAN, BICYCLE, AND RECREATIONAL AMENITIES

A. Pedestrian Network

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1. The Applicant shall construct a network of sidewalks throughout the

Property as shown on Sheets 8 and 9 of the CDP. Sidewalks shall be provided on both sides of

all internal public and private streets within the Property, with the exception of alleys and

locations where the Applicant provides a multi-use trail in accordance with Proffer VII.A.2

below. Sidewalks shall be constructed of asphalt, concrete, brick, or other similar material

compliant with VDOT or FSM standards and shall be a minimum width of ten (10) feet in the

Town Center Core and six (6) feet in the Town Center Fringe of the PD-TC district and a

minimum width of five (5) feet throughout the remainder of the Property, provided that

sidewalks along Davis Drive and Shaw Road shall be a minimum of six (6) feet in width. All

sidewalks shall be constructed prior to or concurrently with the construction of the road which

they align and be open to pedestrian traffic concurrently with said road opening to traffic. All

sidewalks along public streets shall be located either completely within the public right-of-way

or completely outside of the public right-of-way within public access easements granted to the

County, except as otherwise provided by the County and/or VDOT, provided that transitions

between public right-of-way and public access easement may be necessary at road crossings and

other areas. All sidewalks shall be constructed in accordance with VDOT standards or the FSM,

as applicable. All sidewalks located within public access easements shall be maintained by the

Waterside POA, established pursuant to Proffer IV.

2. The Applicant shall construct a network of multi-use trails along portions

of Davis Drive, Shaw Road, Innovation Avenue and Route 606 in the locations shown as “Prop.

10’ Asphalt Trail” on Sheets 8 and 9 of the CDP (the “Multi-Use Trails”). The Multi-Use Trails

shall be asphalt and constructed to a minimum width of ten (10) feet. All Multi-Use Trails shall

be shown upon and bonded as part of the plans for, and constructed prior to or concurrently with

the construction of the road which they align and be open to pedestrian traffic concurrently with

said road opening to traffic except for the multi-use trail along Innovation, which the Applicant

shall construct and open to foot traffic prior to or concurrently with the opening of Shaw Road to

traffic. The Multi-Use Trails shall be located either completely within the public right-of-way or

outside of the public right-of-way within fourteen foot (14’) wide public access easements

granted to the County, except as otherwise approved by the County and/or VDOT, provided that

transitions between public right-of-way and public access easement may be necessary at road

crossings and other areas, and shall be constructed in accordance with VDOT standards or the

FSM, as applicable. All Multi-Use Trails located within public access easements shall be

maintained by the Waterside POA, established pursuant to Proffer IV.

3. The Applicant shall construct a lakefront trail surrounding the perimeter of

the lake to be created within Land Bay C-2, also shown on Sheet 9 of the CDP and in the

Waterside Design Guidelines. The lakefront trail shall be asphalt and be a minimum of 10 (ten)

feet in width within a fourteen foot (14’) wide public access easement granted to the County.

The Applicant shall construct the lakefront trail in segments concurrently with building

26 131698047 v8

construction in the land bay in which the segment of trail is located. Each such segment of the

trail shall be shown upon and bonded as part of the construction plans or site plan for the land

bay in which the segment of trail is located. The segments of the trail in each land bay shall be

open to the public prior to the issuance of the occupancy permits that would result in the

cumulative total of occupancy permitted Non-Residential square footage of development in such

land bay exceeding 200,000 square feet or the cumulative total of occupancy permitted

Residential units exceeding 250 in the land bay in which the trail is located, whichever occurs

first. The entire lakefront trail shall be open to the public prior to the issuance of the occupancy

permit for the first Residential unit in Land Bay F.

B. Recreational Amenities

1. Prior to the issuance of the occupancy permit for the 300th Residential unit

in PD-TC land bays D-2 and D-3 and prior to the issuance of the occupancy permit for the 250th

Residential unit in PD-TC land bay D-1 the Applicant shall provide and open for use within each

land bay the following amenities/facilities for the use of the Residential units within the PD-TC

district:

a. A cumulative minimum of 5,000 square feet of courtyard space per

land bay (D-1, D-2, and D-3) to include such amenities as informal seating areas, landscaping,

hardscape areas, and passive recreation areas;

b. A cumulative minimum of 2,400 square feet of swimming pool

surface area per land bay (D-1, D-2, and D-3) to be provided in one or more pools, with each

swimming pool having a minimum surface area of 800 square feet, such that all residents within

said land bay will have access to at least one swimming pool;

c. A cumulative minimum of 5,000 square feet of interior amenity

space per land bay (D-1, D-2, and D-3), such that all residents within said land bays will have

access, which collectively shall include at least three (3) of the following:

i. Business center, which shall include broadband or high-

speed data connections, computer(s), printer(s), and facsimile

machine

ii. Community/entertainment room

iii. Meeting room

iv. Yoga/pilates/exercise room

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v. Fitness center with equipment such as stationary treadmills,

weight machines, free weights, etc.

d. A minimum of 3,500 square feet of urban play area, with play

equipment and outdoor seating, to be provided in one or more areas, such that all residents will

have access to at least one play area;

2. Prior to the issuance of the occupancy permit for the 180th Residential unit

in Land Bay F, the Applicant shall provide the following amenities/facilities for the active adult

units in Land Bay F:

a. A cumulative minimum of 2,000 square feet of swimming pool

surface area to be provided in one or more pools with each pool having a minimum water surface

area of 800 square feet;

b. A minimum of three of the following amenities/facilities:

i. Grass or sand volleyball court

ii. Bocce court

iii. Putting green

iv. Horseshoes

v. Tetherball

vi. Chess and/or checkers tables

vii. Outdoor exercise equipment

c. A cumulative minimum of 2,500 square feet of interior amenity

space for the benefit of the residents, which may include, but is not limited to:

i. Business center, which shall include broadband or high-

speed data connections, computer(s), printer(s), and facsimile

machine

ii. Community/entertainment room

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iii. Yoga/pilates/exercise room

iv. Fitness center with equipment such as stationary treadmills,

weight machines, free weights, etc.

v. Game Room/Library

vi. Communal kitchen

d. A cumulative minimum of 5,000 square feet of courtyard space to

include such amenities as informal seating areas, landscaping, hardscape areas and passive

recreation areas.

C. Lakefront Amenities

The lakefront, which includes and refers to all portions of the Property fronting

upon the lake to be created within Land Bay C-2, shall be developed with a minimum of five

distinct areas, as shown and located on Sheet 32 of the Design Guidelines. The five areas shall

be amenitized as further described on Pages 32 and 33 of the Design Guidelines such that at a

minimum the lake will be provided with a multi-purpose trail around the lake, per Proffer

VII.A.3 above, an amphitheater, a beachfront entry, at least one urban plaza, an interactive water

feature, picnic areas, tables and seating, outdoor games, play equipment, restaurants with outdoor

dining along the water and public art. The above amenities shall be phased in with development

as specified below in Proffers VII.D, VII.E and VII.F.

D. Town Center Promenade

The Promenade to be located in Land Bay D-1 west of Shaw Road as shown and

described on Sheets 42 and 43 of the Waterside Design Guidelines shall fulfill the PD-TC’s

Town Green requirements and measure at least two acres in size of landscaped and hardscaped

area. The Promenade shall be highly activated and accommodate seasonal open air markets,

festivals and other community gathering events, and shall be developed with at least five (5) of

the amenities listed on Sheet 42 of the Waterside Design Guidelines. The Town Center

Promenade shall be constructed and amenitized as specified above prior to the approval of

zoning permits that would result in the cumulative total of zoning permitted Non-Residential

square footage of development in Land Bay D-1 exceeding 600,000 square feet.

E. Lakeview Park

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Between Route 606 and the lake in Land Bay C-1, the Applicant shall establish

Lakeview Park and incorporate at least five (5) of the program suggestions described and

illustrated on Sheet 41 of the Design Guidelines. An entry plaza shall welcome those from

Route 606 into the community and be supported and complemented by a garden and great lawn.

Outdoor seating, specialty paving and landscaping shall all support the passive park. Lakeview

Park shall be constructed and amenitized as specified above prior to the approval of zoning

permits that would result in the cumulative total of zoning permitted Non-Residential square

footage of development in Land Bay C-1 exceeding 260,000 square feet.

F. Town Square Plaza

The Town Square Plaza to be located in Land Bay C-2 shall be amenitized

consistent with the vision described on Sheet 44 of the Waterside Design Guidelines and include

at least six (6) of the program suggestions on Sheet 44, including an expansive lawn for

unprogrammed recreation and gathering in addition to outdoor seating and tables, all supported

by ornamental lighting and landscaping. An urban plaza shall complement the great lawn adding

a hardscaped element to the plaza. Town Square Plaza shall be established and amenitized as

specified above prior to the approval of the zoning permit for the 570th Residential Unit in Land

Bay D-2.

VIII. QUARRY AND CREATION OF THE LAKE

A. Closure and Stabilization of the Quarry

The Applicant shall cease active quarrying activities on the Property upon the

opening of Phase II of the Metrorail Silver Line (the “Silver Line”) for passenger service. Prior

to the opening of the Silver Line to passenger service, but after the approval of this ZMAP 2012-

0006, quarrying may continue provided blasting is limited to locations within the existing pit.

1. The Applicant shall use good faith and commercially reasonable

efforts in accordance with all state, federal and local laws to commence the process of shutting

down the quarry operations and begin reclamation activities as soon as possible after the

approval of this ZMAP 2012-2006. The quarry reclamation activities shall include such things

as, but not limited to, site preparation blasting (as defined in Proffer VIII.A.3 below), depositing

clean fill into the pit (as defined in Proffer VIII.A.2 below), compacting the layers of clean fill,

smoothing the edges of the quarry rim, fencing the perimeter of the quarry pit, testing the soil for

any environmental contamination, sealing the quarry, and any necessary inspections all in

accordance with the applicable regulations promulgated by the Virginia Department of Mines,

Minerals, and Energy (the “Reclamation”). Aside from the site preparation blasting described in

Proffer VIII.A.3 below, the Applicant shall complete all Reclamation activities prior to the

30 131698047 v8

earlier of a) receipt of written notification from VDOT that the foundation for Davis Drive

through the Property is adequate to support construction of Davis Drive, 2) approval of zoning


footage of development south of Route 606 exceeding 1,500,000 square feet, or 3) approval of

the zoning permit for the 1,301st Residential unit on the Property. The Applicant shall provide

written notification to the Zoning Administrator within ten (10) business days of the completion

of the Reclamation. In no case shall blasting associated with site development be considered

quarrying or site preparation blasting per Proffer VIII.A.3 below.

2. For purposes of Proffer VIII.A.1, “clean fill” shall be defined as

debris and materials including dirt and incidental materials such as brick, rock, concrete, and

stone all as typically unearthed in the excavation of a construction project, but excluding any

asphalt, metal or wood. All clean fill brought to the quarry as part of the Reclamation shall be

documented and be subject to a third party inspector who will be responsible for certifying the

fill and its placement and compaction. The Applicant shall maintain records about where the

clean fill is from.

3. For purposes of Proffer VIII.A.1 “site preparation blasting” shall

mean non-production level blast using less than 50,000 pounds of explosive and performed for

such purposes as, but not limited to, manipulation of the perimeter and ridge of the quarry to

create the desired shoreline, perimeter and benches, and re-contouring aspects of the pit. Site

preparation blasting shall be completed no later than 24 months following the Silver Line being

open to passenger service. The Applicant shall provide written notice to the Zoning

Administrator within ten (10) business days of the completion and cessation of site preparation

blasting for the quarry.

4. Any rock loosened from the quarry pit during site preparation

blasting following the opening of the Silver Line shall not be sold and shall not be considered as

quarrying for the purpose of the Proffers.

5. The Applicant shall install the fencing around the perimeter of the

quarry pit, referenced in Proffer VIII.A.1. above, in segments and in consultation with and in

accordance with regulations promulgated by the Virginia Department of Mines, Minerals, and

Energy (“VADMME”). The fencing shall be a minimum height of six (6) feet and be designed

and located to separate Reclamation activities, as defined in Proffer VIII.A.1 above, from

construction activities and to maintain a safe separation distance between construction-related

activities away and the edge of the pit. The Applicant reserves the right to remove the perimeter

fencing in phases as the quarry Reclamation is completed, all in accordance with the VADMME.

Notwithstanding the above, sections of the lake without a gradual entry, per Proffer VIII.C.3,

will be permanently fenced.

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B. Limitation on Residential Occupancy Permits

Per Proffer III.E above, the Applicant shall not be entitled to receive occupancy permits

for any Residential units at the Property until site preparation blasting per Proffer VIII.A.3 has

been completed and the written notification has been delivered to the Loudoun County Zoning

Administrator in accordance with Proffer VIII.A.1.

C. Creation of the Lake

1. When VADMME, another state agency appropriate to make such

determination, or a third-party engineer deemed by the Zoning Administrator to be qualified to

make such a determination, determines that the reclaimed quarry area is safe, sufficiently filled

with water, and suitable for recreational uses, Applicant shall provide documentation of such

determination to the Zoning Administrator. Thereafter, the Applicant shall provide for passive

and active recreational activities for the enjoyment of the lake and surrounding area. Such

recreational activities may include hiking paths, trails, bird watching, boating, fishing, water

sports, and other water-dependent activities. The Applicant shall exert good faith efforts to

dedicate and convey the lake in Land Bay C-2 to a local, regional or state agency or group

capable of operating and maintaining the lake for the benefit of the public. Until such dedication

and conveyance, the Waterside POA, per Proffer IV.A. and B., shall be responsible for managing

and maintaining the lake.

2. Within ten (10) years of this ZMAP 2012-0006 being approved, the

Applicant and a representative of the Design Review Committee shall meet on-site with County

officials selected by the Zoning Administrator to attend such meeting (the “Lake Study Group”)

to evaluate the level of the lake.

a. The site visit shall occur no later than a) the lake reaching an

elevation of 310 feet or b) ten (10) years following the approval date of this ZMAP 2012-0006,

whichever occurs first. The purpose of the site visit shall be to determine the then-current

elevation of the lake. If the lake has reached the desired water elevation of 310 feet, this Proffer

VIII.C.2.a shall be satisfied.

b. If the lake has not reached the desired 310-foot water elevation as

of the date of said site visit, the Lake Working Group shall embark in a collaborative discussion

to determine if the lake is likely to reach the desired 310-foot elevation within two (2) years. If,

based upon available information and study, the Zoning Administrator, or his/her designee,

determine that it is not likely, the Lake Working Group, in conjunction with the Design Review

Committee, shall implement appropriate amendments to the Waterside Design Guidelines to

32 131698047 v8

ensure an attractive transition around the totality of the lake. Such revisions may include, but not

be limited to, additional grading and perimeter manipulation to provide the desired lakefront

environment, additional hardscaping, fencing, landscaping, recreational facilities and other

measures as deemed appropriate by the Lake Working Group. Performance of the actions

described in this Proffer VIII.C.2.b shall not require a ZCPA.

3. Prior to any segments of the perimeter fencing per Proffer VIII.A.5 above

being removed, the Applicant shall establish a “gradual entry”, as defined herein, to all segments

of the lake where the water is to be accessible by any pedestrian facility and shall install

“permanent fencing”, as defined herein, along all segments where pedestrians are not intended to

access the water’s edge. The “gradual entry” shall incorporate a slope of no more than 15

percent for the first 10 feet from the water’s edge at which the water shall be no more than 18

inches deep along that same 10 feet. The “permanent fencing” may vary in height between four

(4) feet and approximately eight (8) feet in height depending upon its location and shall be

subject to review and approval by the Zoning Administrator, or a designee of the Zoning

Administrator. Where such “permanent fencing” is installed, the Applicant shall erect signage

every 50 yards notifying pedestrians that they are prohibited from accessing the lake.

IX. TRANSPORTATION IMPROVEMENTS

A. Route 606 Widening

1. Subject to the acquisition of any necessary off-site right-of-way or

easements, pursuant to the provisions of Proffer IX.O.1 below, the Applicant shall acquire and

shall dedicate to the County or VDOT, as applicable, at no public cost, right-of-way, up to 120

feet in width, and additional right-of-way as necessary to replace existing turn lanes, along with

all necessary related easements located outside of the right-of-way, such as slope maintenance,

storm drainage, temporary construction, and utility relocation easements to accommodate a six-

lane divided section of Route 606 from the western property limit of PIN 034-26-8917 along

Route 606 to the eastern property limit of PIN 034-19-5778 along Route 606 in the general

location as shown on Exhibit D.

2. Unless relieved of its obligation in accordance with Proffer IX.O.2 below,

and subject to VDOT approval and the granting of any necessary related easements located

outside of the right-of-way, such as slope maintenance, storm drainage, temporary construction,

and utility relocation easements, the Applicant shall bond, prior to the approval of the first

zoning permit for Phase IA Development, and shall construct (See Proffer IX.Q), prior to the

issuance of the first occupancy permit for Phase IA Development, a third eastbound lane and a

third westbound lane on Route 606, along with constructing replacements for the existing turn

33 131698047 v8

lanes, from the western property limit of PIN 034-26-8917 along Route 606 to the eastern

property limit of PIN 034-19-5778 along Route 606 as graphically shown on Exhibit D.

3. Unless relieved of its obligation in accordance with this Proffer IX.A.3,




zoning permit for Phase IA Development, and shall construct, prior to the issuance of the first

occupancy permit for Phase IA Development, a third eastbound lane and a third westbound lane

on Route 606 from the eastern property limit of PIN 034-19-5778 to the intersection of Oak

Grove Road (Route 824) along Route 606. Nothing in this Proffer IX.A.3 shall require the

Applicant to obtain the off-site right of way needed to make this improvement. If, for any

reason, the right of way is not available at no cost to the Applicant for either the eastbound or

westbound third lane of this off-site improvement, the Applicant shall pay $160,000 to the

County for the eastbound lane, and $160,000 to the County for the westbound lane, to be used by

the County for regional road or transportation improvements in the vicinity of the Property.

Payment of either of the above contributions shall relieve the Applicant of physically

constructing said improvement in lieu of which such payment is made.

B. Davis Drive Extension – North of Route 606



shall dedicate to the County, at no public cost, right-of-way, up to 70 feet in width, and

additional right-of-way as necessary to accommodate required turn lanes, along with all

necessary related easements located outside of the right-of-way, such as slope maintenance,

storm drainage, temporary construction, and utility relocation easements, to accommodate a four-

lane undivided road section of Davis Drive, and any required turn lanes, from its current

terminus south of Sterling Boulevard to Route 606 as shown on Exhibit D.





zoning permit for Phase IA Development, and shall construct (See Proffer IX.Q), prior to the

issuance of the first occupancy permit for Phase IA Development, a four-lane undivided section

of Davis Drive, and any required turn lanes, from its current terminus south of Sterling

Boulevard to Route 606 as shown on Exhibit D.

C. Shaw Road Extension

34 131698047 v8







lane median divided road section of Shaw Road, and any required turn lanes, between Route 606

and the southern Property boundary as shown on Exhibit D.



outside of the right-of-ways, such as slope maintenance, storm drainage, temporary construction,


zoning permit for Phase IB Development, and shall construct (See Proffer IX.Q.), prior to the

issuance of the first occupancy permit for Phase IB Development, a four-lane median divided

road section of Shaw Road, and any required turn lanes between Route 606 and the southern

Property boundary as shown on Exhibit D, to connect realigned Innovation Avenue and Route

606.

D. Davis Drive Extension – South of Route 606







lane undivided road section of Davis Drive, and any required turn lanes, from Route 606 to the

southern boundary of the parcel identified as PIN #035-49-1986 as shown on Exhibit D.




and utility relocation easements, the Applicant shall bond, prior to the issuance of the first zoning

permit for Phase IIIA Development, and shall construct (See Proffer IX.Q.), prior to the issuance

of the first occupancy permit for Phase IIIA Development, a four-lane undivided section of

Davis Drive, and any required turn lanes, from Route 606 to the southern boundary of the parcel

identified as PIN #035-49-1986 as shown on Exhibit D.

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E. Connection from Road C1/C2 to Route 606: Road A

1. In addition to the transportation improvements identified in Proffers IX.A,

IX.B and IX.C, the Applicant shall dedicate to the County, at no public cost, right-of-way, up to

50 feet in width, and additional right-of-way as necessary to accommodate required turn lanes,

along with all necessary related easements located outside of the right-of-way, such as slope

maintenance, storm drainage, temporary construction, and utility relocation easements, to

accommodate a two-lane undivided road section shown as Road A on Exhibit D.

2. Applicant shall bond, prior to the approval of the first zoning permit in

Land Bay C-1, and shall construct (See Proffer IX.Q), prior to the issuance of the first occupancy

permit in Land Bay C-1, a two-lane undivided connector road in accordance with VDOT

standards, between Route 606 and its intersection with Road C1 and C2 (to be constructed per

Proffer IX.G and Proffer IX.H.) and shown as Road A on Exhibit D. Construction of Road A,

along with construction of Road C2 per Proffer IX.H shall entitle the Applicant, upon fulfilling

all other permitting requirements, to receive occupancy permits for up to 200,500 square feet of

development in Land Bay E prior to the Applicant’s fulfilment of the road improvements

identified in Proffer IX.D or IX.G.

F. Connection from Road C1 to Shaw Road: Road B




along with all necessary related easements located outside of the right-of-way such as slope


accommodate a two-lane undivided road section shown as Road B on Exhibit D.

2. The Applicant shall bond, prior to the approval of the first zoning permit

in Land Bay D-2, and shall construct (See Proffer IX.Q), prior to the issuance of the first

occupancy permit in Land Bay D-2, a two-lane undivided connector road in accordance with

VDOT standards, shown as Road B on Exhibit D.

G. Connection from Shaw Road to Road A: Road C1





36 131698047 v8


accommodate a two-lane undivided road section shown as Road C1 on Exhibit D.

2. Applicant shall bond, prior to the approval of the first zoning permit in

Land Bay D-2, and shall construct (See Proffer IX.Q), prior to the issuance of the first occupancy

permit in Land Bay D-2, a two-lane undivided road section in accordance with VDOT standards

shown as Road C1 on Exhibit D.

H. Connection from Road A to Davis Drive: C2






accommodate a two-lane undivided road section shown as Road C2 on Exhibit D.

2. Applicant shall bond, prior to the approval of the first zoning permit for

Phase IIIA Development, and shall construct (See Proffer IX.Q), prior to the issuance of the first

occupancy permit for Phase IIIA Development, a two-lane undivided road section in accordance

with VDOT standards shown as Road C2 on Exhibit D.

I. Connection from Shaw Road to Road A: Road D






accommodate a two-lane undivided road section shown as Road D on Exhibit D.


in Land Bay C-1 or Land Bay D-2, whichever occurs first, and shall construct (See Proffer

IX.Q), prior to the issuance of the first occupancy permit in Land Bay C-1 or Land Bay D-2,

whichever occurs first, a two-lane undivided connector road section shown as Road D on Exhibit

D.

J. Connection from Davis Drive to points west: Road E

37 131698047 v8

1. In addition to the transportation improvements identified in Proffer IX.A

and IX.B, the Applicant shall dedicate to the County, at no public cost, right-of-way up to 50 feet

in width, and additional right-of-way as necessary to accommodate required turn lanes, along

with all necessary related easements located outside of the right-of-way, such as slope

maintenance, storm drainage, temporary construction and utility relocation easements, to

accommodate a two-lane undivided road section between Davis Drive and the western boundary

of PIN 034-38-9287 to accommodate a future interparcel connection shown as Road E on

Exhibit D.


in Land Bay A-1, and shall construct (See Proffer IX.Q), prior to the issuance of the first

occupancy permit in Land Bay A-1, a two-lane undivided road section shown as Road E on

Exhibit D.

3. At such time as others are preparing construction plans to establish an off-

site, interparcel connection with Road E, the Applicant shall make available to the County and or

other appropriate party, at no public cost, any right of way and permanent or temporary

easements to facilitate such connection in the alignment shown on Exhibit D. Nothing in this

proffer shall require the Applicant to construct or fund the construction of such connection for

Road E.

K. Pacific Boulevard Connection

Prior to the approval of the first zoning permit for Phase IIIB Development, the

Applicant shall pay to the County the sum of $4,236,000 to be used to construct an extension of

Pacific Boulevard from its current southern terminus to the western right-of-way limits of the

Route 28/Innovation Avenue interchange or for regional road or transportation improvements

within three miles of the Property, provided that such location is within Loudoun County.

Provided the Applicant makes the above payment to the County, this proffer shall be deemed

fulfilled and the Applicant shall be allowed to proceed with Phase IIIB Development.

L. Dulles Greenway Connection

In addition to the transportation improvements identified in Proffers IX.A,

IX.B and IX.C, and subject to VDOT and MWAA approval, and the granting of any necessary

right of way, access, and related easements located outside of the right-of-way, such as slope

maintenance, storm drainage, temporary construction, and utility relocation easements, by

MWAA and/or Toll Road Investors Partnership II, LP, as applicable, the Applicant shall bond,

prior to the approval of the first zoning permit for Phase IIIB Development, and shall construct

(See Proffer IX.Q), prior to the issuance of the first occupancy permit for Phase IIIB

38 131698047 v8

Development, a one-lane, one-way section of road from Pacific Boulevard connecting to the

westbound travel lanes on the Dulles Greenway. Nothing within this proffer shall require the

Applicant to purchase the right of way needed to construct this said Dulles Greenway

Connection. If any right of way, approvals, or off-site easements necessary to accommodate the

construction of this said Dulles Greenway Connection are not granted prior to the approval of the

first zoning permit for Phase IIIB Development, the Applicant shall, in lieu of such bonding and

construction, contribute to the County, prior to the approval of the first zoning permit for Phase

IIIB Development, the sum of $1,731,000 to the County to be used for construction projects

within three miles of the Property, provided that such location is within Loudoun County.

Provided the Applicant makes the above payment to the County, the Applicant’s requirement to

complete the Dulles Greenway Connection as described in this proffer shall be deemed fulfilled

and the Applicant shall be allowed to proceed with Phase IIIB Development.

M. Rock Hill Road Future Connection

Prior to the approval of the first zoning permit in Land Bay F, the Applicant shall reserve

by recordation of a Deed of Reservation granted to the County in form approved by the County

Attorney, 25 feet of right of way, south of the 50-foot open space buffer in Land Bay F, as

depicted on Sheet 9 of the CDP as “25’ ROW Reservation For Future Road Connection by

Others” for a two-lane undivided connector road between Davis Drive and Rock Hill Road along

the southern boundary of Land Bay-F to accommodate the road shown on the 2010 Countywide

Transportation Plan (the “CTP”) connecting Rock Hill Road and Davis Drive (the “Rock Hill

Connection”). At such time as funding has been secured and preliminary engineering completed

for the Rock Hill Connection, at the request of the County, the Applicant shall dedicate to the

County at no public cost, such reserved right of way, along with any necessary related easements

located outside of the right of way, such as slope maintenance, storm drainage, temporary

construction, and utility relocation easements. The Applicant shall have no obligation to

contribute monies for, engineer, or construct the Rock Hill Connection. At such time as a

different alignment that does not include any portion of the said reserved right-of-way is

constructed to connect Rock Hill Road with Davis Drive in the vicinity of the said Rock Hill

Connection, the Applicant’s reservation of the Rock Hill Connection shall expire.

N. Construction of Improvements by Others

In the event the funding and construction of any portion of any of the improvements

identified in Proffers IX.A, IX.B, IX.C, IX.D, IX.E, IX.F, IX.G, IX.H, IX.I and IX.J is

performed by others, the Applicant shall contribute to Loudoun County an amount equivalent to

the verified actual cost of such improvements. All such cash equivalent contributions to be made

by the Applicant will be equal to the total of all project construction costs incurred by such other

party, to include engineering, surveying, bonding, permit fees, utility relocation, and other hard

39 131698047 v8

costs of construction based on actual costs expended as verified by invoices for project expenses

by the party who completed such road construction. In the event that paid invoices for the work

cannot be obtained to verify actual costs expended for road construction, the cash equivalent

contribution will be based upon a County-approved bond estimate. Such cash equivalent

contribution shall be paid to the County at the time the Applicant would have otherwise been

required to bond such road improvements. Unless otherwise provided herein, all cash equivalent

contributions shall be used by the County for regional road or transportation improvements in the

vicinity of the Property.

O. Off-Site Right-of-Way Acquisition

1. The Applicant shall make good faith efforts to acquire any off-site right-

of-way and/or easements necessary for the road improvements identified in Proffers IX.A.1,

IX.B, IX.C and IX.D, as proffered above. The Applicant shall advise the County of such

acquisition efforts and shall, to the best of its ability, attempt to acquire such off-site rights-of-

way and/or easements without the need for eminent domain proceedings. Where right-of-way

and/or easements necessary for proffered road improvements cannot be obtained despite such

good faith efforts, either (i) voluntarily through donation or proffer to the County, or (ii) through

purchase by the Applicant at a fair market value, the Applicant shall request that the County

acquire such right-of-way and/or easements by appropriate eminent domain proceedings by the

County, with all costs associated with the eminent domain proceedings to be borne by the

Applicant, including, but not limited to, land acquisition costs and appraisal fees. The initiation

of such eminent domain proceedings is solely at the discretion of the County.

2. If any necessary off-site right-of-way or easements cannot be acquired by

the Applicant and the County chooses not to exercise its right of eminent domain, the Applicant

shall be released from the obligations to acquire such right-of-way and/or easement and released

from the obligations of the applicable Proffer IX.A.1, IX.B, IX.C and IX.D. If the County

chooses to defer the exercise of its right of eminent domain to acquire any necessary off-site

right-of-way or easements, the Applicant’s obligation to complete the improvements associated

with such necessary off-site right-of-way or easements, as identified in any of the applicable

Proffers IX.A.1, IX.B, IX.C and IX.D shall be likewise deferred until the said off-site right-of-

way and/or easement is available. In the event of such deferral by the County, the Applicant

shall not be precluded from obtaining the permits for additional development that could have

been obtained upon completion of the improvements for which the County has chosen to defer

the exercise of its right of eminent domain.

3. If condemnation costs for the land needed to create Davis Drive South exceed the

appraised value of $2,250,000, the Applicant shall be permitted to receive additional capital

facility credit for any value above that amount, provided that any entitlement to any such credit

40 131698047 v8

shall not entitle the Applicant to demand, recover, receive, or require any cash payment or refund

from the County for any payments or contributions made to the County prior thereto, and no

such additional capital facility credit shall be effective with respect to or applied to any dwelling

unit for which a zoning permit has been approved at the time such additional credit becomes

applicable.

P. Shuttle Bus Service

1. Prior to the earlier to occur of: (i) the approval of the zoning permit for

the 801st Residential unit on the Property, or (ii) the approval of the zoning permit that would

result in the cumulative total of zoning permitted Non-Residential square footage of development

south of Route 606 exceeding 1,000,000 square feet, the Applicant shall provide a shuttle bus

system that facilitates transport of employees, residents and guests of the Property to and from

the Innovation Center Metrorail Station (or the nearest operational Metrorail station). The

shuttle bus system shall serve at least three of the bus shelters described in Proffer IX.P.2 below

every 15 minutes between the hours of 6:30 am and 9:00 am and between 4:30 pm and 7:00 pm

Monday through Friday, excluding Federal holidays, and every 40 minutes between the hours of

9:00 a.m. and 4:30 p.m. and between 7:00 p.m. and 10:00 p.m. Monday through Friday,

excluding Federal holidays. The Applicant reserves the right to construct and serve any

additional bus shelters/stops within the Property in its sole discretion. The Applicant shall

coordinate with the County’s Department of Transportation and Capital Infrastructure (“DTCI”)

or such other department as designated by the County Administrator in determining the most

appropriate route(s) for the shuttle bus service.

2. The Applicant shall construct a minimum of six (6) bus shelters on the

Property among the potential bus shelter locations generally shown as “Proposed Transitway

Stops” on Sheet 26 of the Design Guidelines and in coordination with DTCI or such other

department as may be designated by the County Administrator. At least three (3) bus shelters

shall be constructed and open to the public prior to the earlier to occur of: (i) the approval of the

zoning permit for the 801st Residential unit on the Property, or (ii) the approval of the zoning


footage of development south of Route 606 exceeding 1,000,000 square feet. Any bus shelter

constructed in accordance with this Proffer IX.P.2 shall be enclosed on three (3) sides, have a

roof, and meet the County’s minimum bus shelter design standards. The Applicant reserves the

right to construct additional bus shelters and/or provide additional bus stops (without shelters)

within the Property in its sole discretion.

Q. Meaning of Construct

For the purposes of these proffers, the word “construct” with respect to a road or

transportation improvement (including traffic signals) means the roadway or other such

41 131698047 v8

transportation improvement is open to traffic but not necessarily accepted for maintenance by

VDOT.

R. Construction Traffic

Construction traffic related to the construction or development at the Property shall not

use Rock Hill Road for access to the Property. This prohibition shall be included in all

construction contracts, and the Applicant shall use its best efforts to assure that this prohibition is

enforced.

S. VDOT Review

All public road improvements, per Proffer IX herein, including installation of traffic

signals, per Proffer X below, are subject to VDOT’s review and shall follow VDOT’s Access

Management Standards. A design exception/waiver shall be processed for instances where

VDOT standards are not met.

X. TRAFFIC SIGNALS

A. Davis Drive/Site Access Intersection

The Applicant shall submit to the County and VDOT for review and approval a

traffic signal warrant analysis for the intersection of Davis Drive and the site access road into

Land Bay B, identified as intersection “1” on Exhibit D, as part of the submission of the first site

plan application in Land Bay B. If the analysis concludes, and VDOT concurs, that a traffic

signal is warranted at this intersection, the Applicant shall design and bond the traffic signal prior

to the approval of the first zoning permit in Land Bay B, and shall construct and install the traffic

signal prior to the issuance of the first occupancy permit in Land Bay B. If such traffic signal is

not warranted by VDOT prior to the final approval of the first site plan in Land Bay B, the

Applicant’s obligation to design, bond, construct, and install the traffic signal shall be deferred

until the traffic signal is first warranted regardless of who submits the traffic signal warrant

analysis pursuant to which the signal is determined to be warranted. The Applicant shall submit

a traffic signal warrant analysis to the County and VDOT for review and approval for the said

intersection in conjunction with the first site plan in each of the development phases designated

in Proffer III as Phase IB, Phase II and Phase IIIA, provided any record plat or site plan

application or permit application has been submitted for development in Land Bay B, unless the

said traffic signal has previously been warranted. In the event the traffic signal warrant analysis

submitted with any said development Phase concludes, and VDOT concurs, that a traffic signal

is warranted at said intersection, the Applicant shall design and bond the signal prior to the

approval of the first zoning permit in whichever Phase (Phase IB, Phase II or Phase IIIA) the said

traffic signal warrant analysis was submitted with, and shall construct and install the signal prior

to the issuance of the first occupancy permit in such Phase. If, following the initial development

in Land Bay B, a traffic signal warrant analysis is submitted by someone other than the

42 131698047 v8

Applicant and VDOT concurs that the signal is warranted, the Applicant shall, within one (1)

year of receiving written notification from the County that the signal is warranted, either install

the signal or contribute $300,000 to the County to be used for the installation of the traffic signal.

If no signal has yet been warranted and the Phase IIIA traffic signal warrant analysis concludes,

and VDOT concurs, that such traffic signal is not warranted prior to the approval of the first

zoning permit in Phase IIIA, then, upon receipt of said decision or determination from VDOT,

the Applicant shall contribute $300,000 to the County to be used for the installation of the traffic

signal when warranted or to be used for regional road or transportation improvements in the

vicinity of the Property. Notwithstanding the forgoing, upon making said contribution to the

County, the Applicant shall have no further obligation with respect to said traffic signal

described in this paragraph.

B. Route 606/Road A Intersection


traffic signal warrant analysis for the intersection of Route 606 and Road A, identified as

intersection “2” on Exhibit D, as part of the submission of the first site plan application in Land

Bay B. If the analysis concludes, and VDOT concurs, that a traffic signal is warranted at this

intersection, the Applicant shall design and bond the traffic signal prior to the approval of the

first zoning permit in Land Bay B, and shall construct and install the traffic signal prior to the

issuance of the first occupancy permit in Land Bay B. If such traffic signal is not warranted by

VDOT prior to the final approval of the first site plan in Land Bay B, the Applicant’s obligation

to design, bond, construct, and install the traffic signal shall be deferred until the traffic signal is

first warranted regardless of who submits the traffic signal warrant analysis pursuant to which

the signal is determined to be warranted. The Applicant shall submit a traffic signal warrant

analysis to the County and VDOT for review and approval for the said intersection in

conjunction with the first site plan in each of the development phases designated in Proffer III as

Phase IB, Phase II and Phase IIIA, unless the said traffic signal has previously been warranted.

In the event the traffic signal warrant analysis submitted with any said development Phase

concludes, and VDOT concurs, that a traffic signal is warranted at said intersection, the

Applicant shall design and bond the signal prior to the approval of the first zoning permit in

whichever Phase (Phase IB, Phase II or Phase IIIA) the said traffic signal warrant analysis was

submitted with, and shall construct and install the signal prior to the issuance of the first

occupancy permit in such Phase. If, following the initial development in Land Bay B, a traffic

signal warrant analysis is submitted by someone other than the Applicant and VDOT concurs

that the signal is warranted, the Applicant shall, within one (1) year of receiving written

notification from the County that the signal is warranted, either install the signal or contribute

$300,000 to the County to be used for the installation of the traffic signal. If no signal has yet

been warranted and the Phase IIIA traffic signal warrant analysis concludes, and VDOT concurs,

that such traffic signal is not warranted prior to the approval of the first zoning permit in Phase

IIIA, then, upon receipt of said decision or determination from VDOT, the Applicant shall

43 131698047 v8

contribute $300,000 to the County to be used for the installation of the traffic signal when

warranted or to be used for regional road or transportation improvements in the vicinity of the

Property. Notwithstanding the forgoing, upon making said contribution to the County, the

Applicant shall have no further obligation with respect to said traffic signal described in this

paragraph.

C. Route 606/Davis Drive Intersection


traffic signal warrant analysis for the intersection of Route 606 and Davis Drive, identified as

intersection “3” on Exhibit D, as part of the submission of the first site plan or record plat

application in Land Bays A-1, A-2 or B, whichever occurs first. If the analysis concludes, and

VDOT concurs, that a traffic signal is warranted at this intersection, the Applicant shall design

and bond the traffic signal prior to the approval of the first zoning permit in Land Bay A-1, A-2

or B, whichever occurs first, and shall construct and install the traffic signal prior to the issuance

of the first occupancy permit in Land Bays A-1, A-2 or B, whichever occurs first. If such traffic

signal is not warranted by VDOT prior to the final approval of the first site plan or record plant

in Land Bays A-1, A-2 or B, whichever occurs first, the Applicant’s obligation to design, bond,

construct, and install the traffic signal shall be deferred until the traffic signal is first warranted

regardless of who submits the traffic signal warrant analysis pursuant to which the signal is

determined to be warranted. The Applicant shall submit a traffic signal warrant analysis to the

County and VDOT for review and approval for the said intersection in conjunction with the first

site plan in each of the development phases designated in Proffer III as Phase IB, Phase II and

Phase IIIA , unless the said traffic signal has previously been warranted. In the event the traffic

signal warrant analysis submitted with any said development Phase concludes, and VDOT

concurs, that a traffic signal is warranted at said intersection, the Applicant shall design and bond

the signal prior to the approval of the first zoning permit in whichever Phase (Phase IB, Phase II

and Phase IIIA) the said traffic signal warrant analysis was submitted with, and shall construct

and install the signal prior to the issuance of the first occupancy permit in such Phase. If,

following the initial development in Land Bays A-1, A-2 or B, a traffic signal warrant analysis is

submitted by someone other than the Applicant and VDOT concurs that the signal is warranted,

the Applicant shall, within one (1) year of receiving written notification from the County that the

signal is warranted, either install the signal or contribute $300,000 to the County to be used for

the installation of the traffic signal. If no signal has yet been warranted and the Phase IIIA traffic

signal warrant analysis concludes, and VDOT concurs, that such traffic signal is not warranted

prior to the approval of the first zoning permit in Phase IIIA, then, upon receipt of said decision

or determination from VDOT, the Applicant shall contribute $300,000 to the County to be used

for the installation of the traffic signal when warranted or to be used for regional road or

transportation improvements in the vicinity of the Property. Notwithstanding the forgoing, upon

44 131698047 v8

making said contribution to the County, the Applicant shall have no further obligation with

respect to said traffic signal described in this paragraph.

D. Shaw Road/Road C1 Intersection


traffic signal warrant analysis for the intersection of Shaw Road and Road C1, identified as


Bay D-2. If the analysis concludes, and VDOT concurs, that a traffic signal is warranted at this


first zoning permit in Land Bay D-2, and shall construct and install the traffic signal prior to the

issuance of the first occupancy permit in Land Bay D-2. If such traffic signal is not warranted by

VDOT prior to the final approval of the first site plan in Land Bay D-2, the Applicant’s

obligation to design, bond, construct, and install such traffic signal shall be deferred until the

signal is first warranted regardless of who submits the traffic signal warrant analysis pursuant to

which the signal is determined to be warranted. The Applicant shall submit a traffic signal

warrant analysis to the County and VDOT for review and approval for the said intersection in

conjunction with the first site plan in each of the development phases designated in Proffer III as

Phase II and Phase IIIA, unless the said traffic signal has previously been warranted. In the

event the traffic signal warrant analysis submitted with any said development Phase concludes,

and VDOT concurs, that a traffic signal is warranted at said intersection, the Applicant shall

design and bond the signal prior to the approval of the first zoning permit in whichever Phase

(Phase II or Phase IIIA) the said traffic signal warrant analysis was submitted with, and shall

construct and install the signal prior to the issuance of the first occupancy permit in such Phase.

If, following the initial development in Land Bay D-2, a traffic signal warrant analysis is

submitted by someone other than the Applicant and VDOT concurs that the signal is warranted,

the Applicant shall, within one (1) year of receiving written notification from the County that the

signal is warranted, either install the signal or contribute $300,000 to the County to be used for

the installation of the traffic signal. If no signal has yet been warranted and the Phase IIIA traffic

signal warrant analysis concludes, and VDOT concurs, that such traffic signal is not warranted

prior to the approval of the first zoning permit in Phase IIIA, the Applicant shall, upon receipt of

said decision or determination from VDOT, contribute $300,000 to the County to be used for the

installation of the traffic signal when warranted or to be used for regional road or transportation

improvements in the vicinity of the Property. Notwithstanding the forgoing, upon making said

contribution to the County, the Applicant shall have no further obligation with respect to said

traffic signal described in this paragraph.

45 131698047 v8

E. Shaw Road/Road B Intersection


traffic signal warrant analysis for the intersection of Shaw Road and Road B, identified as


Bay D-1 or Land Bay D-2, whichever occurs first. If the analysis concludes, and VDOT

concurs, that traffic signal is warranted at this intersection, the Applicant shall design and bond

the traffic signal prior to the approval of the first zoning permit in Land Bay D-1 or Land Bay D-

2, whichever occurs first, and shall construct and install the traffic signal prior to the issuance of

the first occupancy permit in Land Bay D-1 or Land Bay D-2, whichever occurs first. If any

such traffic signal is not warranted by VDOT prior to the final approval of the said first site plan

in Land Bay D-1 or Land Bay D-2, the Applicant’s obligation to design, bond, construct, and

install such traffic signal shall be deferred to Phase IIIA. The Applicant shall submit a traffic

signal warrant analysis to the County and VDOT for review and approval for the said

intersection in conjunction with the first site plan in Phase IIIA, unless the said traffic signal has

previously been warranted. In the event the traffic signal warrant analysis submitted with

development Phase IIIA concludes, and VDOT concurs, that a traffic signal is warranted at said

intersection, the Applicant shall design and bond the signal prior to the approval of the first

zoning permit in Phase IIIA and shall construct and install the signal prior to the issuance of the

first occupancy permit in Phase IIIA. If no signal has yet been warranted and the Phase IIIA

traffic signal warrant analysis concludes, and VDOT concurs, that such traffic signal is not

warranted prior to the approval of the first zoning permit in Phase IIIA, then, upon receipt of said

decision or determination from VDOT, the Applicant shall contribute $300,000 to the County to

be used for the installation of the traffic signal when warranted or to be used for regional road or

transportation improvements in the vicinity of the Property. Notwithstanding the forgoing, upon

making said contribution to the County, the Applicant shall have no further obligation with

respect to said traffic signal described in this paragraph.

F. Shaw Road/Site Access Intersection

The Applicant shall submit to the County and VDOT for review and approval a traffic

signal warrant analysis for the intersection of Shaw Road and the site access road into Land Bay

D-3, identified as intersection “6” on Exhibit D, as part of the submission of the first site plan

application for Land Bay D-3. If the analysis concludes, and VDOT concurs, that a traffic signal

is warranted at this intersection, the Applicant shall design and bond the traffic signal prior to the

approval of the first zoning permit in Land Bay D-3, and shall construct and install the traffic

signal prior to the issuance of the first occupancy permit in Land Bay D-3. If such traffic signal

is not warranted by VDOT prior to the final approval of the first site plan in Land Bay D-3, the

Applicant’s obligation to design, bond, construct, and install the traffic signal shall be deferred to

Phase IIIA. The Applicant shall submit a traffic signal warrant analysis to the County and

46 131698047 v8

VDOT for review and approval for the said intersection in conjunction with the first site plan in

Phase IIIA unless the said traffic signal has previously been warranted. In the event the traffic

signal warrant analysis submitted with development Phase IIIA concludes, and VDOT concurs,

that a traffic signal is warranted at said intersection, the Applicant shall design and bond the

signal prior to the approval of the first zoning permit in Phase IIIA and shall construct and install

the signal prior to the issuance of the first occupancy permit in Phase III.A. If no signal has yet

been warranted and the Phase IIIA traffic signal warrant analysis concludes, and VDOT concurs,

that such traffic signal is not warranted prior to the approval of the first zoning permit in Phase

IIIA, then, upon receipt of said decision or determination from VDOT, the Applicant shall

contribute $300,000 to the County to be used for the installation of the traffic signal when

warranted or to be used for regional road or transportation improvements in the vicinity of the

Property. Notwithstanding the forgoing, upon making said contribution to the County, the

Applicant shall have no further obligation with respect to said traffic signal described in this

paragraph.

G. Davis Drive/Road C2 Intersection


traffic signal warrant analysis for the intersection of Davis Drive and Road C2, identified as


Bay E, provided the segment of Davis Drive connecting Route 606 and Road C2 has been

constructed. If the analysis concludes, and VDOT concurs, that a traffic signal is warranted at

this intersection, the Applicant shall design and bond the traffic signal prior to the approval of

the first zoning permit in Land Bay E, and shall construct and install the traffic signal prior to the

issuance of the first occupancy permit in Land Bay E. If such traffic signal is not warranted by

VDOT, or if such analysis is not submitted due to the segment of Davis Drive connecting Route

606 and Road C2 not having been constructed, prior to the final approval of the first site plan in

Land Bay E, the Applicant’s obligation to design, bond, construct, and install the traffic signal

shall be deferred until the signal is first warranted regardless of who submits the traffic signal

warrant analysis pursuant to which the signal is determined to be warranted. The Applicant shall

submit a traffic signal warrant analysis to the County and VDOT for review and approval for the

said intersection in conjunction with the first site plan in each of the development phases

designated in Proffer III as Phase IIIA and Phase IIIB unless the said traffic signal has previously

been warranted. In the event the traffic signal warrant analysis submitted with development

Phase IIIA or IIIB concludes, and VDOT concurs, that a traffic signal is warranted at said


zoning permit in whichever Phase (Phase IIIA or IIIB) the said traffic signal warrant analysis

was submitted with, and shall construct and install the signal prior to the issuance of the first

occupancy permit in such Phase. If, following the initial development in Land Bay E, a traffic

signal warrant analysis is submitted by someone other than the Applicant and VDOT concurs

47 131698047 v8

that the signal is warranted, the Applicant shall, within one (1) year of receiving written

notification from the County that the signal is warranted, either install the signal or contribute

$300,000 to the County to be used for the installation of the traffic signal. If the traffic signal

warrant analysis submitted with development Phase IIIB concludes, and VDOT concurs, that

such traffic signal is not warranted prior to the approval of the first zoning permit in Phase IIIB,

then, upon receipt of said decision or determination from VDOT, the Applicant shall contribute

$300,000 to the County to be used for the installation of the traffic signal when warranted or to

be used for regional road or transportation improvements in the vicinity of the Property.

Notwithstanding the forgoing, upon making said contribution to the County, the Applicant shall

have no further obligation with respect to said traffic signal described in this paragraph.

H. Davis Drive/Road E Intersection


traffic signal warrant analysis for the intersection of Davis Drive and Road E, identified as


Bay A-1. If the analysis concludes, and VDOT concurs, that a traffic signal is warranted at this


first zoning permit in Land Bay A-1 and shall construct and install the traffic signal prior to the

issuance of the first occupancy permit in Land Bay A-1. If such traffic signal is not warranted by

VDOT prior to the final approval of the first site plan in Land Bay A-1, the Applicant’s

obligation to design, bond, construct, and install the traffic signal shall be deferred until the

traffic signal is first warranted regardless of who submits the traffic signal warrant analysis

pursuant to which the signal is determined to be warranted. The Applicant shall submit a traffic

signal warrant analysis to the County and VDOT for review and approval for the said

intersection in conjunction with the first site plan in each of the development phases designated

in Proffer III as Phase IB, Phase II and Phase IIIA unless the said traffic signal has previously

been warranted. In the event the traffic signal warrant analysis submitted with any said

development Phase concludes, and VDOT concurs, that a traffic signal is warranted at said


zoning permit in whichever Phase (Phase IB, Phase II or Phase IIIA) the said traffic signal

warrant analysis was submitted with, and shall construct and install the signal prior to the

issuance of the first occupancy permit in such Phase. If, following the initial development in

Land Bay A-1, a traffic signal warrant analysis is submitted by someone other than the Applicant

and VDOT concurs that the signal is warranted, the Applicant shall, within one (1) year of

receiving written notification from the County that the signal is warranted, either install the

signal or contribute $300,000 to the County to be used for the installation of the traffic signal. If

no signal has yet been warranted and the Phase IIIA traffic signal warrant analysis concludes,

and VDOT concurs, that such traffic signal is not warranted prior to the approval of the first

zoning permit in Phase IIIA, then, upon receipt of said decision or determination from VDOT,

48 131698047 v8

the Applicant shall contribute $300,000 to the County to be used for the installation of the traffic

signal when warranted or to be used for regional road or transportation improvements in the

vicinity of the Property. Notwithstanding the forgoing, upon making said contribution to the

County, the Applicant shall have no further obligation with respect to said traffic signal

described in this paragraph.

I. Signal Modification for Shaw Road

The Applicant shall submit a signal design modification plan for the intersection of Route

606 and Shaw Road concurrently with the submission of the construction plans and profiles that

will be required for the bonding of the Route 606 Widening per Proffer IX.A.2. Subject to

VDOT approval, the Applicant shall modify the Route 606/Shaw Road signals to accommodate

the revised lane configuration construction concurrently with the construction of the Route 606

Widening per Proffer IX.A.2.

J. Pre-Emption Signal

The Applicant, in conjunction with the Department of Fire, Rescue and Emergency

Management and prior to approval of the first site plan in Land Bay A-2, shall submit to the

County and VDOT for review and approval a request, including a signal design for a pre-

emption traffic signal to serve the proposed Fire/Rescue Station in Land Bay A-2 and, if

approved by VDOT, shall install such pre-emption signal prior to the issuance of the first

occupancy permit for Land Bay A-2.

K. Payment In-Lieu

If any of the above signals or signal modifications in Proffers X.A, X.B, X.C. X.D, X.E,

X.F, X.G, X.H or X.I are constructed or installed by others prior to the Applicant’s trigger

identified in said proffer, the Applicant shall make a payment in lieu to the County not to exceed

$300,000 for each signal or signal modification installed. The Applicant shall make such

payment in lieu at the time the signal would have been triggered according to Proffers X.A, X.B,

X.C. X.D, X.E, X.F, X.G, X.H or X.I.

XI. TRANSPORTATION DEMAND MANAGEMENT

A. Vehicle Trip Reduction Requirements – Area South of Route 606

1. Prior to the approval of the first zoning permit for Phase IB Development,

the Applicant shall submit to the County for review and approval, for implementation by the

Applicant and/or the POA, a Transportation Demand Management (“TDM”) program consisting

49 131698047 v8

of voluntary management measures identified in Proffer XI.B.1 below to reduce single

occupancy vehicle trips generated by development of the portion of the Property south of Route

606 (the “South TDM Program”). Said South TDM Program shall be approved by the County

prior to the issuance of the first occupancy permit for Phase IB Development. The Applicant

shall incorporate the provisions of the South TDM Program into the POA Covenants by

appropriate recorded amendment of said covenants and the POA shall not amend such provisions

without the express written permission of the County. Prior to the issuance of the first

occupancy permit for any Phase II Development, the Applicant shall achieve a reduction of

eleven percent (11%) of the volume of AM and PM peak hour vehicle trips from those set forth

in the Institute of Transportation Engineers Trip Generation (9th Edition) by employing the South

TDM Program. The Applicant shall submit documentation to the County to confirm the

achievement of the eleven percent (11%) reduction in AM and PM peak hour vehicle trips. Such

documentation may be in the form of data from the surveys described in Proffer XI.B below or

vehicle trip counts conducted by the Applicant.

2. Prior to the approval of the first zoning permit for any Phase II

Development south of Route 606, the Applicant shall submit to the County for review and

approval, for implementation by the Applicant and/or the POA, an updated South TDM Program

consisting of voluntary management measures to reduce single occupancy vehicle trips generated

by development of the portion of the Property south of Route 606. Said updated South TDM

Program shall be approved by the County prior to the issuance of the first occupancy permit for

Phase II Development. The Applicant shall incorporate the provisions of the updated South TDM

Program into the POA Covenants by appropriate recorded amendment of said covenants and the

POA shall not amend such provisions without the express written permission of the County.

Prior to the issuance of the first occupancy permit for any use Phase IIIA Development, the

Applicant shall achieve a reduction of eleven percent (11%) of the volume of AM and PM peak

hour vehicle trips from those set forth in the Institute of Transportation Engineers Trip

Generation (9th Edition) by employing any combination of the TDM measures identified in the

South TDM Program. The Applicant shall submit documentation to the County to confirm the

achievement of the eleven percent (11%) reduction in AM and PM peak hour vehicle trips. Such

documentation may be in the form of data from the surveys described in Proffer XI.B.1.i below

or vehicle trip counts conducted by the Applicant.

3. Prior to the issuance of the first occupancy permit for any Phase III

Development, the Applicant shall submit to the County for review and approval, for

implementation by the Applicant and/or the POA, an updated South TDM Program consisting of

voluntary management measures to reduce single occupancy vehicle trips generated by

development of the portion of the Property south of Route 606. Said updated South TDM

Program shall be approved by the County prior to the issuance of the first occupancy permit for

any Phase III Development. The Applicant shall incorporate the provisions of said updated

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South TDM Program into the POA Covenants by appropriate recorded amendment of said

covenants and the POA shall not amend such provisions without the express written permission

of the County. Prior to the issuance of the occupancy permits that would result in the cumulative

total of occupancy permitted Non-Residential square footage on the Property exceeding

3,200,000 square feet, the Applicant shall achieve a reduction of ten percent (10%) of the volume

of AM and PM peak hour vehicle trips from those set forth in the Institute of Transportation

Engineers Trip Generation (9th Edition) by employing the South TDM Program. The Applicant

shall submit documentation to the County to confirm the achievement of the ten percent (10%)

reduction in AM and PM peak hour vehicle trips. Such documentation may be in the form of

data from the surveys described in Proffer XI.B.1.i below or vehicle trip counts conducted by the

Applicant, which shall be submitted on a biennial basis until such surveys and/or vehicle trip

counts demonstrate that the Applicant has achieved the ten percent (10%) reduction in AM and

PM peak hour vehicle trips.

B. Vehicle Trip Reduction Measures – Area South of Route 606

The South TDM Program shall include provisions for a combination of one, some

or all of the following elements which shall be appropriate to the size, scale and location of the

proposed uses and which are intended to produce a reduction in the traffic and related impacts of

the uses:

1. Transit Incentive Program: Ride-sharing and transit incentive program,

which may include activities to encourage and assist the formation of car, van, and bus pools,

such as cash payments or subsidies, preferential parking charges or parking locations, and other

analogous incentive programs.

2. Transit Information: Maintain permanent public information displays in

all employment and residential buildings and provide information on employers’ and residential

buildings’ intranet or internet sites for distribution of alternative commute information, including

transit schedules, park-and-ride lot maps, rideshare programs, and telework programs.

3. Bicycle and Pedestrian Incentives: Bicycle and pedestrian incentive

measures will include provisions for a comprehensive pedestrian and bicycle network throughout

the Property.

4. Flexible Work Schedules/Telework: Variable work hours, flex-time, and

telework programs under which employees may stagger their work hours in order to affect a

reduction in the amount of peak period traffic levels to and/or from the Property which would

otherwise not occur.

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5. Transit Benefits Program: Encourage employer provided qualified

transportation fringe benefits, as provided under Section 132(a) and (f) of the Internal Revenue

Code.

6. Preferential Parking: A minimum of five percent (5%) of total parking

spaces for each employment building or building containing residential uses as preferred parking

spaces for (a) carpool/vanpool vehicles, (b) fuel efficient vehicles, and/or (c) car sharing

vehicles.

7. Transportation Coordinator: Designate a transportation coordinator to

manage all commuter transportation initiatives and incentive programs, assist with the formation

and support of ride-sharing programs, administer preferential parking, distribute transit fare cards

and support teleworking.

8. Miscellaneous TDM Measures: Measures to reduce the reliance on single-

occupancy vehicles by employees and others who will travel to and from the Property which

may include parking fee structures tailored to encourage multiple occupancy vehicles, time and

other access controls to encourage use of parking spaces in on-site parking facilities by multiple

occupancy vehicles, and a program to support and encourage the utilization of alternative

transportation modes.

9. Upon receipt of County approval of the South TDM Program and each

update of said South TDM Program, the Applicant and/or the POA shall implement the approved

provisions of said South TDM Program or updated South TDM Program immediately thereafter.

The Applicant shall conduct initial and biennial commuting surveys of the employees of the

Office, Commercial, and Hotel uses and the residents of buildings containing Residential uses on

the portion of the Property south of Route 606 to benchmark and measure progress toward the

reduction of single-occupant vehicle trips and provide such surveys to the County.

C. Vehicle Trip Reduction Measures – Area North of Route 606

Prior to the approval of the first zoning permit for any development north of

Route 606, the Applicant shall submit to the County for review and approval, for implementation

by the Applicant and/or the POA, a TDM program consisting of voluntary management

measures identified in Proffer XI.C.2 below to reduce single occupancy vehicle trips generated

by development of the portion of the Property north of Route 606 (the “North TDM Program”).

Said North TDM Program shall be approved by the County prior to the issuance of the first

occupancy permit for any Phase IA Development outside of Land Bay A-2. The Applicant shall

incorporate the provisions of the North TDM Program into the POA Covenants by appropriate

recorded amendment of said covenants and the POA shall not amend such provisions without the

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express written permission of the County. The North TDM Program shall include provisions for

a combination of one, some or all of the following elements which shall be appropriate to the

size, scale and location of the proposed uses and which are intended to produce a reduction in the

traffic and related impacts of the uses:

1. Transit Incentive Program: Ride-sharing and transit incentive program,

which may include activities to encourage and assist the formation of car, van, and bus pools,

such as cash payments or subsidies, preferential parking charges or parking locations, and other

analogous incentive programs.

2. Transit Information: Maintain permanent public information displays in

all employment buildings and provide information on employers’ intranet or internet sites for

distribution of alternative commute information, including transit schedules, park-and-ride lot

maps, rideshare programs, and telework programs.

3. Bicycle and Pedestrian Incentives: Bicycle and pedestrian incentive

measures will include provisions for a comprehensive pedestrian and bicycle network throughout

the Property.

4. Flexible Work Schedules/Telework: Variable work hours, flex-time, and

telework programs under which employees may stagger their work hours in order to affect a

reduction in the amount of peak period traffic levels to and/or from the Property which would

otherwise not occur.

5. Transportation Fringe Benefits: Employer provided qualified

transportation fringe benefits, as provided under Section 132(a) and (f) of the Internal Revenue

Code.

6. Preferential Parking: A minimum of five percent (5%) of total parking

spaces for each employment building as preferred parking spaces for (a) carpool/vanpool

vehicles, (b) fuel efficient vehicles, and/or (c) car sharing vehicles.

7. Transportation Coordinator: Designate a transportation coordinator to

manage all commuter transportation initiatives and incentive programs, assist with the formation

and support of ride-sharing programs, administer preferential parking, distribute transit fare cards

and support teleworking.

8. Miscellaneous TDM Measures: Measures to reduce the reliance on single-

occupancy vehicles by employees and others who will travel to and from the Property which

may include parking fee structures tailored to encourage multiple occupancy vehicles, time and

53 131698047 v8

other access controls to encourage use of parking spaces in on-site parking facilities by multiple

occupancy vehicles, and a program to support and encourage the utilization of alternative

transportation modes.

9. Upon receipt of County approval of the North TDM Program, the

Applicant and/or the POA shall implement the approved provisions of said North TDM Program.

The Applicant shall conduct initial and biennial commuting surveys of the employees of the

Office and Commercial uses on the portion of the Property north of Route 606 to benchmark and

measure progress toward the reduction of single-occupant vehicle trips and provide such surveys

to the County.

XII. ENVIRONMENT

A. Minimum Tree Canopy Area

The Applicant shall, on each approved site plan for the Property, provide sufficient tree

canopy coverage so as to assure a minimum of ten percent (10%) tree canopy coverage pursuant

to Sec 5-1303(A)(1) of the Zoning Ordinance, or fifteen percent (15%) tree canopy coverage

pursuant to Sec. 5-1303(A)(3) of the Zoning Ordinance, as applicable, within the land bay in

which the site plan is located. The tree canopy coverage shall be measured on a land bay basis,

and each site plan shall contain an updated tabulation of tree canopy coverage approved on

previous site plans within the applicable land bay and shall clearly demonstrate that the provision

of such required tree canopy coverage within the land bay will be maintained. The Applicant

shall maintain the trees within the required tree canopy in accordance with Proffer XII.B below.

B. General Tree Protection

Construction plans and profiles and site plans for all permitted improvements shall

clearly define the limits of clearing, and all areas where trees are required to be preserved shall

be clearly marked in the field as “Tree Conservation Areas”. Tree protection fencing shall be

placed outside the drip lines along all clearing limits in treed areas prior to commencing land-

disturbing activities. The Applicant reserves the right to remove, in consultation with the County

Urban Forester, any dead, damaged, dying or diseased trees and vegetation, and any tree or

vegetation that interferes with the construction, proper functioning and/or use of any street or

utility or drainage easement, or creates a danger to property or persons.

C. Tree Preservation/Management Programs

1. The Applicant shall engage an urban forester/arborist to prepare tree

management and maintenance programs for the Tree Conservation Areas. Such programs shall

be prepared and submitted with each preliminary subdivision plan or site plan application,

54 131698047 v8

whichever is first, in conjunction with tree conservation plans required by the Facilities

Standards Manual. Such programs shall allow the removal of any dead, damaged, dying or

diseased trees and vegetation, and any tree or vegetation that interferes with the proper

functioning and use of any street or utility or drainage easement, or creates a danger to property

or persons. The POA will be responsible for implementing the tree care programs. The POA

Covenants will include restrictions to prevent the POA from clearing within the Tree

Conservation Areas.

2. The Owner shall submit a riparian reforestation plan, prepared by a

professional forester, landscape architect, or certified arborist, for the two replanting areas

identified on Sheet 9 of the CDP. The reforestation planting plan shall be submitted at the time of

submission of the first site plan in Land Bay D-3 or at the time of submission for the first CPAP

for the road defined in Proffer XII.J, whichever is first, for review and approval by the County

Urban Forester. Such plan shall address site preparation, including the removal of invasive

species, and shall provide for three (3) gallon, containerized, native, deciduous trees to be

planted at a density of 300 trees (180 canopy trees and 120 understory trees) per acre on a 12-

foot by 12-foot staggered grid. The approved reforestation planting plan shall be implemented

concurrently with the development of the above-referenced site plan (or construction plan and

profiles) prior to occupancy in Land Bay D-3. A targeted stocking of 75 percent survival with

uniform distribution shall be achieved within one year of planting as determined by the County

Urban Forester. In the event that the targeted stocking is not achieved, the Applicant shall

provide a one-time supplemental planting to achieve the full, initial stocking.

D. Tree Conservation Areas

1. The Applicant shall establish tree save areas in the locations shown on

Sheets 8 and 9 of the CDP as the “Tree Conservation Area.” Clearing in these areas shall be

permitted only for the construction of utility crossings, storm water management facilities, best

management practices, low impact development design facilities and trail crossings and any such

clearing shall be limited to the minimum area required for said construction. The Tree

Conservation Areas shall be established with contiguous site and/or subdivision plans within the

land bay in which the Tree Conservation Area is located. Boundaries of all Tree Conservation

Areas shall be clearly marked in the field prior to land disturbing activities and delineated on

each site plan or record plat containing any portion of a Tree Conservation Area. All Tree

Conservation Areas other than those located north of Route 606 or any other publicly owned site

provided pursuant to Proffer VI, shall be located on POA property and shall not be located on

any parcel or lot that includes any Residential unit.

2. A minimum of eighty percent (80%) of the tree canopy within the

cumulative Tree Conservation Areas depicted on the CDP will be preserved, exclusive of stands

of Virginia Pine over 25 years in age. The extent of the existing tree canopy within each Tree

55 131698047 v8

Conservation Area shall be determined based on a Tree Stand Evaluation prepared by a certified

arborist (the “Tree Stand Evaluation”) prepared and submitted to the County prior to the

approval of the first site plan in the land bay in which the Tree Conservation Area is located. In

the event any clearing in excess of twenty (20) percent of the cumulative Tree Conservation

Areas occurs, the Applicant shall replace such lost canopy onsite in other locations, to be

designated at the discretion of the Applicant in consultation with the County Urban Forester, as

additional Tree Conservation Areas in order to achieve at least eighty percent (80%) tree cover

for the cumulative Tree Conservation Areas. Boundaries of all Tree Conservation Areas shall be

delineated on each applicable record plat or easement plat recorded for the development.

Construction plans shall clearly define the limits of the Tree Conservation Areas and all such

areas shall be clearly marked in the field. Tree protection fencing shall be placed outside the drip

lines along the limits of the Tree Conservation Areas prior to commencing land-disturbing

activities. The Applicant reserves the right to remove, in consultation with the County Urban

Forester, any dead, damaged, dying or diseased trees and vegetation, and any tree or vegetation

that interferes with the construction, proper functioning and/or use of any utility or drainage

easement, or creates a danger to property or persons.

3. If, during construction on the Property, it is determined by the Applicant’s

certified arborist and/or the County Urban Forester that any healthy tree located within the

boundaries of any of the Tree Conservation Areas described in this Proffer has been damaged

during construction and will not survive, then the Applicant shall remove each such tree and

replace each such tree with two (2) 2½ - 3 inch caliper native, non-invasive deciduous trees. The

species and placement of replacement trees shall be proximate to the area of each such damaged

tree so removed, or in another area determined in consultation between the Applicant and the

County Urban Forester.

4. The Waterside POA documents shall include a provision that prohibits

removal of trees in Tree Conservation Areas, as shown on any record plat or site plan, after

construction has been completed by the Applicant, without specific permission of the County

Urban Forester, and any such removal shall be performed by and recommended by a professional

forester or certified arborist as necessary to protect or enhance the viability of the tree canopy. In

consultation with a professional forester or certified arborist, the Applicant may employ forest

management techniques, such as, without limitation, pruning and the removal of vines, invasive

species, trees uprooted or damaged by extreme weather conditions, and trees or limbs that are

diseased, insect-infested, dead, or are considered a hazard to life or property. The POA

Covenants shall clearly state that such provisions prohibiting tree removal shall not be amended

by the Applicant or the POA without written approval from the County. Each record plat or site

plan for each portion of the Property containing a Tree Conservation Area shall contain a note

stating that the removal of trees within a Tree Conservation Area is prohibited except in

accordance with the Declaration of Covenants.

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5. The Applicant shall grant a tree conservation easement to the County at

time of site plan approval or record plat recordation, as applicable, providing the County with

access to said Tree Conservation Areas for the purpose of enforcing this Proffer.

E. Recycling Program

The Applicant shall establish a recycling program for all uses within the Property. Such

program shall be administered by the Waterside POA and reflected in the POA Covenants. The

recycling program shall include: (i) the provision of recycling bins in the plazas, parks, squares

and other public spaces throughout the Property, (ii) consideration of waste deposit chutes and

roll-off containers for buildings of four or more stories, the implementation of which shall be

determined in Applicant’s sole discretion, and (iii) consideration of recycling dumpster pads

adjacent to the solid waste dumpster pads, the implementation of which shall be determined in

the Applicant’s sole discretion.

F. PD-IP Enhanced Buffer

1. The Applicant shall install Type 4 Buffer Yard plantings within a 60-foot

wide buffer between the right of way of Davis Drive and the property line abutting the Autumn

Oaks community as shown as Exhibit F, (PD-IP Enhanced Landscape Buffer). Additionally, the

Applicant shall create a 5-foot tall berm within that buffer and install a 6-foot tall board fence at

the top of the berm within the Enhanced Buffer. The Enhanced Buffer shall be provided prior to

the opening of Davis Drive to traffic. The fence shall not preclude pedestrian access between the

Autumn Oaks community and Davis Drive; rather it shall buffer against noise and headlights.

2. Within six (6) months of the approval of this ZMAP 2012-0006, the

Applicant’s certified arborist shall meet with representatives from the Autumn Oaks Community

Association on site to evaluate the plantings on the Autumn Oaks property that are adjacent to

the Waterside property line to identify trees that are diseased, dying or dead and can be removed.

Provided the written consent of the Autumn Oaks Community Association is obtained, the

Applicant shall then remove those trees identified as diseased, dying or dead as part of its

construction work for Davis Drive.

3. Provided the written consent of the Autumn Oaks Community Association

is obtained, the Applicant shall install additional trees on the Autumn Oaks property adjacent to

the Waterside Property to ensure the plantings associated with a Type 4 Buffer Yard are

provided on the Autumn Oaks property. The existing trees and the supplemental planting

provided by Waterside should establish a landscaped buffer on the Autumn Oaks property

adjacent to the Enhanced Minimum 60-foot Type 4 Buffer that includes, at a minimum, two (2)

canopy trees, five (5) understory trees, ten (10) shrubs and eight (8) evergreen trees for every 100

linear feet. The buffer north of the Enhanced Minimum 60-foot Type 4 Buffer and adjacent to

57 131698047 v8

the Fire and Rescue Station shall also be further landscaped such that within the 30-foot buffer

on the Waterside property and the 30-foot existing Autumn Oaks buffer (the cumulative 60-foot

buffer), the Applicant shall install Type 4 Buffer Yard plantings that includes, at a minimum, two

(2) canopy trees, five (5) understory trees, ten (10) shrubs and eight (8) evergreen trees for every

100 linear feet. The plantings shall occur at the earliest appropriate planting opportunity, but no

later than six (6) months following the meeting.

G. Highway Noise

1. Davis Drive. The Applicant will provide a noise impact study to the

County that will determine the need for any additional buffering and noise attenuation measures

along Davis Drive, including adjacent to the existing Autumn Oaks community. The noise

impact study shall be based upon traffic volumes for such roadway at a time 10 to 20 years from

the start of construction based upon the most recent, applicable forecast available from the

Department of Transportation and Capital Infrastructure, the ultimate road configuration as

defined in the 2010 Countywide Transportation Plan (“CTP”), and the ultimate design speed,

pavement type and proposed topography. This noise impact study will be conducted by a

certified professional engineer and submitted to the County concurrently with the submission of

the first site plan or construction plan, whichever is first in time. The noise impact study will be

prepared using the latest version of the Federal Highway Administration's Traffic Noise

Prediction Model. Noise impacts shall be deemed to occur if predicted highway noise levels

substantially exceed the existing noise levels (a 10 decibel increase over existing levels) or

approach (one decibel less than), meet, or exceed the Noise Abatement Criteria identified in the

CTP. For all uses within the Property deemed to be subject to such noise impacts, noise

attenuation measures shall be provided along Davis Drive sufficient to mitigate the anticipated

noise impacts prior to the issuance of any occupancy permits for any impacted structures. For all

uses in the existing Autumn Oaks community deemed to be subject to such noise impacts, noise

attenuation measures shall be provided along Davis Drive adjacent to the Autumn Oaks

community sufficient to mitigate the anticipated noise impacts prior to the issuance of any

occupancy permits for the Property. Such noise attenuation measures shall be shown on the

applicable site plan or construction plan. Noise attenuation measures shall result in noise levels

less than impact levels (2 decibels less than the Noise Abatement Criteria) and shall result in a

noise reduction of at least 5 decibels below predicted highway noise levels. Where noise

attenuation measures are determined to be required, priority shall be given to passive measures

(to include adequate setbacks, earthen berms, wooden fences, and vegetation). Structural noise

attenuation measures (e.g., noise walls) shall be used only if adequate noise attenuation cannot

otherwise be achieved. The first occupancy permit for any dwelling unit or other noise-sensitive

use adjacent to Davis Drive shall not be issued until the Applicant has provided written

documentation from County Building and Development staff or the Zoning Administrator that

such required attenuation measures along Davis Drive have been constructed or installed or are

not required. All such noise attenuation measures shall be located on Waterside POA owned

58 131698047 v8

property, and the POA Covenants shall clearly state that all required noise attenuation measures

shall be maintained by the POA and shall not be removed without written approval from the

County.

2. Shaw Road. The Applicant will provide a noise impact study to the


along Shaw Road. The noise impact study shall be based upon traffic volumes for such roadway

at a time 10 to 20 years from the start of construction based upon the most recent, applicable

forecast available from the Department of Transportation and Capital Infrastructure, the ultimate

road configuration as defined in the 2010 Countywide Transportation Plan (“CTP”), and the

ultimate design speed, pavement type and proposed topography. This noise impact study will be

conducted by a certified professional engineer and submitted to the County concurrently with the

first site plan or construction plan, whichever is first in time. The noise impact study will be





CTP. For all uses deemed to be subject to such noise impacts, noise attenuation measures shall

be provided along Shaw Road sufficient to mitigate the anticipated noise impacts prior to the

issuance of any occupancy permits for any impacted structures. Such noise attenuation measures

shall be shown on the applicable site plan or construction plan. Noise attenuation measures shall

result in noise levels less than impact levels (2 decibels less than the Noise Abatement Criteria)

and shall result in a noise reduction of at least 5 decibels below predicted highway noise levels.

Where noise attenuation measures are determined to be required, priority shall be given to

passive measures (to include adequate setbacks, earthen berms, wooden fences, and vegetation).

Structural noise attenuation measures (e.g., noise walls) shall be used only if adequate noise

attenuation cannot otherwise be achieved. The first occupancy permit for any dwelling unit or

other noise-sensitive use adjacent to Shaw Road shall not be issued until the Applicant has

provided written documentation from County Building and Development staff or the Zoning

Administrator that such required attenuation measures have been constructed or installed or are

not required. All such noise attenuation measures shall be located on Waterside POA owned

property, and the POA Covenants shall clearly state that all required noise attenuation measures

shall be maintained by the POA and shall not be removed without written approval from the

County.

3. Innovation Avenue. The Applicant will provide a noise impact study to the


for the Residential units or other noise-sensitive uses proximate to Innovation Avenue. The

noise impact study shall be based upon traffic volumes for such roadway at a time 10 to 20 years

from the start of construction based upon the most recent, applicable forecast available from the

Department of Transportation and Capital Infrastructure, the ultimate road configuration as

59 131698047 v8

defined in the 2010 Countywide Transportation Plan (“CTP”), and the ultimate design speed,

pavement type and proposed topography. This noise impact study will be conducted by a

certified professional engineer and submitted to the County concurrently with the submission of

the first site plan or construction plan for Land Bays D-1 or D-3. The noise impact study will be





CTP. For all uses deemed to be subject to such noise impacts, noise attenuation measures shall

be provided along Innovation Avenue sufficient to mitigate the anticipated noise impacts prior to

the issuance of any occupancy permits for any impacted structures in Land Bays D-1 or D-3.

Such noise attenuation measures shall be shown on the applicable site plan or construction plan

for Land Bays D-1 or D-3. Noise attenuation measures shall result in noise levels less than

impact levels (2 decibels less than the Noise Abatement Criteria) and shall result in a noise

reduction of at least 5 decibels below predicted highway noise levels. Where noise attenuation

measures are determined to be required, priority shall be given to passive measures (to include

adequate setbacks, earthen berms, wooden fences, and vegetation). Structural noise attenuation

measures (e.g., noise walls) shall be used only if adequate noise attenuation cannot otherwise be

achieved. The first occupancy permit for any dwelling unit or other noise-sensitive use adjacent

to Innovation Avenue shall not be issued until the Applicant has provided written documentation

from County Building and Development staff or the Zoning Administrator that such required

attenuation measures have been constructed or installed or are not required. All such noise

attenuation measures shall be located on Waterside POA owned property, and the POA

Covenants shall clearly state that all required noise attenuation measures shall be maintained by

the POA and shall not be removed without written approval from the County.

H. Deep Water Cooling

Prior to site plan approval for the first building in Land Bays D-1, D-2 or D-3, the

Applicant shall conduct, and provide a report to the County of, further engineering study to

determine whether the lake water could be used for deep water cooling for any of the buildings

within the Town Center. Should the study indicate it is feasible, it shall be at the Applicant’s

sole discretion on whether to move forward with deep water cooling for any of the buildings in

the Town Center land bays. Notwithstanding the above, nothing in this proffer shall apply to the

urban school/library building.

I. Wildlife Management Plan

1. Prior to any development on the Property per this ZMAP 2012-0006, the

Applicant shall work cooperatively with Loudoun County and MWAA’s existing Wildlife

60 131698047 v8

Hazard Working Group (whose membership currently includes a wildlife damage management

biologist and other specialists) (the “Working Group”) and allow the Working Group’s

appointee(s) access to the Property to monitor wildlife.

2. Prior to approval of the first site plan south of Route 606, the Applicant

shall adopt a Waterside Wildlife Management Plan (the “WWMP”) for the Property that is

reviewed and commented on by MWAA, the United States Department of Agriculture through

its working relationship with MWAA, and/or the Working Group. The WWMP shall establish a

governing board that is responsible for making decisions related to discouraging wildlife that are

considered hazardous to airport operations and for working cooperatively with MWAA’s

Wildlife Hazard Working Group. The WWMP’s governing board, with guidance from

MWAA’s Working Group, shall encourage design elements be incorporated at the Property with

the objective that those elements discourage birds from roosting at Waterside, provided those

design elements are not contrary to any of the safety features required as part of these proffers.

Further, the WWMP shall include strategies and procedures to disrupt the nesting and roosting

habits of waterfowl at the Waterside lake and shall provide for perpetual permission to MWAA’s

Working Group to access the Property south of Route 606 and perform all available methods,

subject to FAA and USDA approval, to control wildlife populations that are deemed to be

hazardous to airport operations. Written notice from either MWAA’s Working Group or the

governing board of the WWMP shall be provided to the POA at least three (3) days prior to any

such harassment techniques being employed at the Property.

3. Prior to September 1, 2020, the Applicant shall meet with USDA

representatives at the Property to discuss mitigation techniques and the timing for mitigation

efforts and funding. Should the USDA determine that the Waterside lake is attracting wildlife

that needs to be mitigated and/or controlled, the Applicant shall commence annual payments to

the USDA for such mitigation, as specified in Proffer XII.I.4 below. Should the USDA

determine that the lake at Waterside is at a level that is not yet attracting wildlife, then the

USDA, at its sole discretion, may elect to defer the annual mitigation payments and shall re-

evaluate the lake prior to each September 1 until it determines the payments should commence.

4. Upon election by USDA, but no sooner than September 1, 2020, the POA

shall make 30 annual payments to the USDA, its designated contractor or MWAA to help offset

the mitigation costs. Each of the first 15 such payments shall be for $12,500, paid on or prior to

September 1 of the year in which it is due. The next 15 payments each shall be for $15,000, paid

on or prior to September 1 of the year in which it is due. Once the USDA elects that the

payments shall commence, they shall occur annually until all 30 payments are made.

5. During and after such annual payments are made, the Applicant, its

assigns and successors and/or the POA will continue to communicate with USDA and will

61 131698047 v8

consider additional funding to the USDA for continued monitoring and discouraging wildlife

populations south of Route 606 at the Property. Further, the working cooperation between the

WWMP’s governing board and MWAA’s Working Group in addressing wildlife that is

considered hazardous to airport operations shall be perpetual.

J. Shaw Road/Site Access Road Intersection (Traffic Signal 6) Alignment

The ultimate road configuration for the site access road west of future Shaw Road, south

of Land Bay D1 and north of Land Bay D3, and at the general intersection of Traffic Signal 6 on

Exhibit D to the Proffer Statement, shall be subject to all and shall comply with the Floodplain

Overlay District, Scenic Creek Valley Buffer, and Steep Slope Standards of the Zoning

Ordinance in effect at the time of plan submission for such road or intersections.

XIII. WATER AND SEWER SERVICE

A. Water Service

The Property will be served by the public central water supply system. At the time of

submission of the first site plan for development of the Property, the Applicant shall provide the

Loudoun County Sanitation Authority (“Loudoun Water”) with an analysis of the capacity of the

water lines serving the Property. This water line capacity analysis shall be based on approved

development and planned development identified on Loudoun Water’s water master plan. If

Loudoun Water determines that any water line serving the Property is inadequate to serve the

total development authorized for the Property, the Applicant shall provide a phasing plan for

additional extensions, connections, upgrades and/or improvements to offsite water lines

demonstrating that the Applicant can provide sufficient water service for each phase of

development. The Applicant shall construct and install any necessary water line extensions to

the Property and shall provide all connections necessary for development of the Property. The

Applicant shall extend, connect, upgrade and/or improve offsite water lines to serve the

development proposed with the first site plan and each subsequent site plan in accordance with

the water phasing plan. All extensions, connections, upgrades, and/or improvements to offsite

water lines and within the Property shall be constructed in accordance with Loudoun Water

standards and at no expense to Loudoun Water or Loudoun County, except that, for those

improvements identified as “system wide improvements” by Loudoun Water and which may

serve users other than the Applicant’s development, the Applicant may enter into a standard

reimbursement agreement with Loudoun Water for such system wide improvements. In

addition, the Applicant shall grant an easement to Loudoun Water on the Property with a

minimum easement width that will accommodate a 16-inch water transmission line along Davis

Drive.

B. Sanitary Sewer Service

62 131698047 v8

The Property will be served by the public central sanitary sewer system. At the time of

submission of the first site plan for development of the Property, the Applicant shall provide

Loudoun Water with an analysis of the capacity of the sanitary sewer lines serving the Property.

This sewer line capacity analysis shall be based on approved development and planned

development identified on Loudoun Water’s sewer master plan and shall include analysis of

downstream facilities to determine, for the portion of the Property north of Route 606, the

adequacy of the Indian Creek Interceptor and its tributary trunk from the Property and, for the

portion of the Property south of Route 606, the adequacy of the Horsepen Run and Potomac

Interceptors. If Loudoun Water determines that any sewer line serving the Property is

inadequate to serve the total development authorized for the Property, the Applicant shall

provide a phasing plan for additional extensions, connections, upgrades and/or improvements to

offsite sanitary sewer lines demonstrating that the Applicant can provide sufficient sanitary

sewer service for each phase of development. The Applicant shall construct and install any

necessary sanitary sewer line extensions to the Property and shall provide all connections

necessary for development of the Property. The Applicant shall extend, connect, upgrade and/or

improve offsite sanitary sewer lines to serve the development proposed with the first site plan

and each subsequent site plan in accordance with the sanitary sewer phasing plan. The Applicant

acknowledges that amendment of the existing agreements among Loudoun Water, Fairfax

County, and the District of Columbia Water and Sewer Authority may be necessary to allow the

sanitary sewer extensions, connections, upgrades, and/or improvements required to serve the

total development authorized for the Property and that full build-out of the proposed

development may not be possible in the absence of such an amendment. All extensions,

connections, upgrades, and/or improvements to offsite sanitary sewer lines and within the

Property shall be constructed in accordance with Loudoun Water standards and at no expense to

Loudoun Water or Loudoun County, except that for those improvements identified as “system

wide improvements” by Loudoun Water and which may serve users other than the Applicant’s

development, the Applicant may enter into a standard reimbursement agreement with Loudoun

Water for such system wide improvements.

XIV. EMERGENCY SERVICES

A. Fire and Rescue Contribution - Residential Uses

The Applicant shall make a one-time contribution of $120.00 for each Residential unit

constructed on the Property, payable to the County for distribution by the County to the

volunteer fire and rescue companies providing service to the Property. The amount of such

contribution payable for each Residential unit, adjusted pursuant to this Proffer XIV.A, shall be

calculated at the time of the approval of the zoning permit for each said Residential unit and shall

be payable prior to the issuance of the occupancy permit for such unit. The amount of the

contribution shall be adjusted on a yearly basis from the base year of 1988 and change effective

each January 1 thereafter, in accordance with the Consumer Price Index for all urban consumers

63 131698047 v8

(CPI-U), 1982-1984=100 (not seasonally adjusted), as published by the Bureau of Labor

Statistics, U.S. Department of Labor, for the Washington-Baltimore, DC-MD-VA-WV

Consolidated Metropolitan Statistical Area (the “CPI”). Contributions pursuant to this paragraph

shall be divided equally between the servicing fire and rescue companies providing service to the

Property. Notwithstanding the foregoing, if at the time of the application for any said zoning

permit, the primary servicing fire and rescue companies no longer utilize, to any significant

extent, either volunteer staff or apparatus owned by a volunteer organization, then the Applicant

may elect to make no contributions. The intent of this provision is to support volunteer fire and

rescue staffing and operations so long as any significant element of the primary provider of fire

and rescue services to the Property is volunteer-owned or operated. If only one of these services

has ceased to utilize volunteer staff and apparatus, then the contribution may be halved and shall

be provided to the remaining company.

B. Fire and Rescue Contribution - Non-Residential Uses

Prior to the approval of each zoning permit for Non-Residential uses on the Property, the

Applicant shall make a one-time contribution of $0.20 per gross square foot of Non-Residential

floor area to the County for distribution by the County to the volunteer fire and rescue companies

providing service to the Property. The amount of such contribution shall be adjusted on a yearly

basis from the base year of 1988 and change effective each January 1 thereafter, in accordance

with the Consumer Price Index for all urban consumers (CPI-U), 1982-1984=100 (not seasonally

adjusted), as published by the Bureau of Labor Statistics, U.S. Department of Labor, for the

Washington-Baltimore, DC-MD-VA-WV Consolidated Metropolitan Statistical Area (the

“CPI”). Contributions pursuant to this paragraph shall be divided equally between the servicing

fire and rescue companies providing service to the Property. For the purpose of this section,

Non-Residential floor area includes all Non-Residential uses as defined in Proffer II.B.,

excluding POA facilities and County owned facilities such as schools and fire and/or rescue

stations. Contributions pursuant to this paragraph shall be divided equally between the servicing

fire and rescue companies providing service to the Property. Notwithstanding the foregoing, if at

such time of the application for any such zoning permit, the primary servicing fire and rescue

companies no longer utilize, to any significant extent, either volunteer staff or apparatus owned

by a volunteer organization, then the Applicant may elect to make no contributions. The intent

of this provision is to support volunteer fire and rescue staffing and operations so long as any

significant element of the primary provider of fire and rescue services to the Property is

volunteer-owned or operated. If only one of these services has ceased to utilize volunteer staff

and apparatus, then the contribution may be halved and shall be provided to the remaining

company.

XV. LIGHTING

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All external lighting for the Property shall be designed and constructed/installed with full

cutoff and fully shielded lighting fixtures so that the light will be directed inward and downward

toward the interior of the Property to minimize light trespass offsite and to limit the view of

lighting from off-site, and all lighting shall be in conformance with the lighting standards of the

Zoning Ordinance and the FSM. Nothing in this Proffer XV shall require the Applicant to

replace existing lighting at the Property.

XVI. MISCELLANEOUS

A. Severability

Any portion of the Property may be the subject of a Proffered Condition Amendment,

Zoning Concept Plan Amendment, Rezoning, Special Exception, Commission Permit, Zoning

Modification, Variance or other zoning application without the joinder and/or consent of the

owners of the other land areas within the Property, provided that such application is compatible

with these Proffers, would have no material, adverse impact upon any other land within the

Property or the performance of any of these Proffers by the owners of the other land within the

Property, complies with applicable Zoning Ordinance and Virginia Code provisions, includes a

proffer audit outlining the status of each commitment in these Proffers, and that the applicant for

such application complies with all applicable laws, including those regarding required written

notice to owners of other land, in accordance with Sections 15.2-2302 and 15.2-2204 of the Code

of Virginia as they may be in effect at the time of such application, and shall not be approved by

the Board of Supervisors unless the application has been presented and considered at such public

meetings or hearings as required by law. Previously approved proffered conditions or

development conditions applicable to a particular portion of the Property which are not the

subject of such an application shall remain in full force and effect.

B. Annual Adjustment

Except for the fire and rescue contributions which are subject to a separate annual

adjustment provision as specified in Proffer XIV.A and XIV.B above, and unless otherwise

specified, all cash contributions enumerated in these Proffers shall be subject to an annual

adjustment in accordance with the Consumer Price Index for all urban consumers (CPI-U), 1982-

1984=100 (not seasonally adjusted) as published by the Bureau of Labor Statistics, U.S.

Department of Labor, Washington-DC-MD-VA-WV with a base year of 2015. This adjustment

shall be applied on January 1, 2016, and each January 1 thereafter.

C. Successors and Assigns

These proffers will bind and inure to the benefit of the Applicant and its successors and

assigns. Each reference to “Applicant” in this proffer statement shall include within its meaning

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and shall be binding upon Applicant’s successor(s) in interest and/or developer(s) of the site or

any portion of the site.

The undersigned hereby warrant that all owners with any legal interest in the Property

have signed this Proffer Statement, that no signature from any additional party is necessary for

these Proffers to be binding and enforceable in accordance with their terms, that they, together

with the others signing this document, have full authority to bind the Property to these

conditions, and that the Proffers are entered into voluntarily.

[Signature pages follow]

66 131698047 v8


a Virginia corporation

By: (SEAL)

Name: ________________________

Title:

STATE OF )

) to-wit:

COUNTY/CITY OF )

The foregoing Proffer Statement was acknowledged before me this _______ day of

____________, 2015, by as _________________________ of

Chantilly Crushed Stone, Inc.

Notary Public

My Commission Expires:

67 131698047 v8

FEA PROPERTIES, LLC, a Virginia

limited liability company

By: CHANTILLY CRUSHED STONE,

INC. a Virginia corporation,

Sole Member

By: (SEAL)

Name: ________________________

Title: ____________________________

STATE OF )

) to-wit:

COUNTY/CITY OF )

The foregoing Proffer Statement was acknowledged before me this _______ day of

____________, 2015, by as _________________________ of

FEA Properties LLC

Notary Public

My Commission Expires:

68 131698047 v8

EXHIBIT A

ZONING ORDINANCE MODIFICATIONS

Dated May 13, 2015


69 131698047 v8

EXHIBIT B

CONCEPT DEVELOPMENT PLAN

Dated August 31, 2015


70 131698047 v8

EXHIBIT C

DESIGN GUIDELINES

Dated May 26, 2015

Updated October 31, 2017

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EXHIBIT D

TRANSPORTATION IMPROVEMENT PHASING

Dated May 5, 2015

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EXHIBIT E

ROAD PHASING EXHIBIT

Dated July 8, 2015

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EXHIBIT F

PD-IP ENHANCED LANDSCAPE BUFFER

Dated, June 18, 2015

ZMAP-2016-0006 & ZCPA-2016-0004– Waterside

Conclusions

February 8, 2018

1. The additional residential could contribute to the “vibrant, activity-rich, live-work center,

which would further align with the previous findings made by the Board with the original

rezoning. The Board found that a mixed-use center would be the best use in the vicinity of

the Metrorail and could help attract the employment uses that the RGP envisions for the

subject property.

Attachment 2

Chantilly Crushed Stone, Inc.Waterside Town CenterZMAP 2016-0006ZCPA 2016-0004

Statement of JustificationMay 25, 2016

Revised October 11, 2016Revised November 13, 2017Revised February 27, 2018

Introduction

Chantilly Crushed Stone ("CCS," or the "Applicant") is the owner of more than 330 acres of landeast of Route 28 and west of the Loudoun/Fairfax County line. Operating for more than 50years as a stone quarry, the land was rezoned in 2015 to reflect the changing environment ofthe Route 28 corridor and facilitate significant economic development. The Watersideapplication (ZMAP 2012-0006) approved 3.8 million square feet of non-residential developmentand 2,595 residential units strategically located throughout six zoning districts (the "OriginalWaterside"). Development at Waterside is predicated on the Applicant completing significanttransportation linkages, including the widening of Route 606, the extension of Davis Drive, bothnorth and south of Route 606, and the realignment and construction of Shaw Road to connectRoute 606 with Innovation Avenue.

The Waterside Town Center application emanated from the land swap that was discussed aspart of the original Waterside rezoning and formalized in 2016 with the recording of the Deed ofBoundary Line Adjustment on the Lands of Dulles East VIII Limited Partnership ("Dulles East")and Chantilly Crushed Stone Inc, recorded in Instrument Number 201611117-0078402 ("BLAD-2016-0004") and attached here as Exhibit A. It's the formalization of the solution brokeredbetween those two property owners to secure Shaw Road frontage for the Dulles East parcels,all as further explained below.

The proposed rezoning and concept plan amendment applications look to complement theapproved Waterside development by adding additional residential development to the TownCenter -Core in a complementary and consistent manner to the multifamily units alreadyapproved in the Fringe.

~ivti~i'~y ~vCa~iii~i~ ai~~i r~iai~ v~~i~i~aii3ii

The land within the Waterside Town Center application is located within the Route 28 Core andBusiness areas and within the Mixed-use Office Center Development Node. It is south of Route606 and west of Shaw Road; Route 28 is to the west.

The 2.18 acres that CCS acquired was assumed within PIN 035-47-1864; the 2.33 acres that itswapped to Dulles East was removed from PINs 035-47-1864 and 034-26-8917 — as noted inBLAD 2016-0004.

Zoning and Boundary Line Adjustment

Because the boundary line adjustment shifted property lines, the revised parcel, PIN # 035-47-1864, is currently split zoned, with the 2.18 acres CCS acquired being zoned PD-RDP under the1972 Zoning Ordinance with the rest being zoned PD-TC. This zoning application addresses

128143813 v8

Attachment 3

that split zoning and ensures all of PIN 035-47-1864 is zoned PD-TC and is subject to the CCSproffers.

Proposal

The Waterside Town Center application blends the land recently acquired by CCS with the landoriginally included within the Waterside application and facilitates a logical extension of theTown Center to the north and west. Although the new land is just over two acres, it allowspreconfigured land bays to be adjusted into more buildable blocks so the proposed developmentwould actually span eight acres. The grid-like street network would be extended to align thereconfigured land bays and connect with Dulles East land farther to the north and residentialtowers, similar to those approved elsewhere within the town center, would be erected to provideadditional housing opportunity in the heart of the Waterside development. The request wouldadd 230 new multifamily units in a location within the Town Center already approved for 1.7million square feet of non-residential development. Conversely, just 500 residential units wereapproved for that part of the Town Center with the original application, so this application wouldbreathe an evening presence into the Town Center with the addition of residents. The unitswould all be supported by structured parking, and the new units would be atop ground-floorretail. An additional 75 units are proposed to be added to the Town Center-Fringe district, for atotal of 305 new units, to allow a more efficient building in Block D-1. The additional residentialrequested will further support the HQ2 Amazon deal, should the Waterside/HUB/CIT jointapplication be selected as the second headquarters.

The original Waterside application was a thoughtful blend of residential and commercial usesthat related not just to each other but to the existing uses surrounding the property. Industrialand large-scale retail uses are located north of Route 606 with office and additional communityretail lining the south side of that important roadway. Residential was focused south of Route606 with the highest intensities located in the Town Center Fringe with direct access to theRoute 28 Metro station, and an active-adult community planned with significant open spacealong the lake's eastern edge. This ZCPA only affects the PD-TC portion of the property; thePD-IP, PD-CC-SC, PD-CC-CC, PD-OP and R-16 land bays remain unchanged. Further, theZMAP only affects the 2.18 acres that were subject to the boundary line adjustment and allowsthe land acquired by CCS to be zoned PD-TC; the land acquired by Dulles East was rezonedRevised 1993 PD-RDP through ZMAP-2016-0007 on May 10, 2017. Importantly, no buildingsor development were proposed on the land acquired by Dulles East and no proffers wereoffered with that zoning case.

The proffers, transportation improvements andWaterside application will all continue to guideproffers and design guidelines are included, todensity.

design guidelines approved with the originalthis revised application; minor revisions to thereflect the revised parcel lines and additional

Compliance with the Revised General Plan

The Property is located east of Route 28 and is guided by the Route 28 Corridor Plan (the"Route 28 Plan"). The land subject to the Town Center application is specifically located in theRoute 28 Core, Mixed-Use Office Center Development Node, which calls for residential tosupport office development.

128143813 v8

Transportation

A full transportation study was completed by Gorove/Slade Associates, Inc.

Summary

The Waterside Town Center application complements the original Waterside zoning by rezoningthe 2.18 acres recently acquired to the PD-TC zoning district to allow a consolidateddevelopment. The amenities and improvements pledged with the original application will allremain in place and be completed by the Applicant to support not just the original proposal, butthe additional units offered with the Town Center application.

Issues for Consideration (Section 6-1210)

(1) Appropriateness of the proposed uses based on the Comprehensive Plan, trends in growthand development, the current and future requirements of the community as to land for variouspurposes as determined by population and economic studies and other studies and theencouragement of the most appropriate use of land throughout the locality.

The proposed rezoning completes the original Waterside application and blends with the usesalready approved. The residential units are located within the area that is designated in theComprehensive Plan for Mixed-Use and will complement the adjacent development.

(2) The existing character and use of the subject property and suitability for various uses,compatibility with uses permitted and existing on other property in the immediate vicinity, andconservation of land values.

The application introduces less than three (3) acres of land into the Waterside application, lessthan 1 % of the land area covered by the original zoning. Leaving that land zoned PD-RDPwould render it undevelopable by the Applicant, because its location is linear and thereforedoesn't create the same buildable blocks that are created by rezoning it PD-TC to match therest of the CCS land in this vicinity.

Waterside is a thoughtful blend of residential and commercial uses that relate not just to eachother but to the existing uses surrounding the property. Industrial and large-scale retail uses arelocated north of Route 606 with office and additional community retail lining the south side ofthat important roadway. Resiaeniiai is iocusea soui~i ai KOUIe C~Uq WILfI i~~e ~~iyhesi iiiieii5iiieslocated in the Town Center Fringe and with this application, the Town Center Core, with directaccess to the Route 28 Metro station, and an active-adult community planned with significantopen space along the lake's eastern edge. The additional housing opportunity in the heart ofWaterside activates the evening atmosphere in the Town Center and enlivens the Core, asanticipated by the Zoning Ordinance.

(3) Adequacy of sewer and water, transportation, and other infrastructure to serve the uses thatwould be permitted on the property if it were reclassified to a different zoning district.

The Applicant has already committed to work with all the utility companies to ensure adequatepower, water and sewer are established for the Waterside property; this additional land wouldbe served as well. Further, all development at Waterside is predicated on the Applicantcompleting significant upfront transportation improvements.

1281438 L3 v8

(4) The requirements for airports, housing, schools, parks, playgrounds, recreational areas andother public services.

The public amenities provided with the original Waterside rezoning will more than serve theadditional units proposed here.

(5) Potential impacts on the environment or natural features including but not limifed to wildlifehabitat, wetlands, vegetation, water quality (including groundwater), topographic features, airquality, scenic, archaeological, and historic features, and agricultural and forestall lands and anyproposed mitigation of those impacts.

Similar to the original zoning request, this rezoning would have more positive impacts on thenatural environment than the current adjacent quarrying use.

(6) The protection of life and property from impounding structure failures.

A redevelopment will meet all required County and State standards in respect to development.

Requested Modifications

This application continues all of the modifications requested with the original Watersideapplication and requests one additional modification to recognize the new developmentproposed.

1. Section 4-805.C.2 Adjacent to Other Districts. Twenty (20) feet for buildings andparking, and thirty-five (35) feet for outdoor storage and loading areas, exceptwhere a greater area is required by Section 5-1400.

Requested Modification. Allow the buildings within this new portion of Waterside to bewithin 16 feet of an adjacent district. No request is being made to the established setbackbetween the buildings and the street.

Justification. The zoning district line between the PD-RDP and proposed PD-TC districtmatches the property line between CCS and Dulles East, which is located at the curb line ofthe CCS land, rather than running down the middle of the street, which is more typical. Theproperty line location is a result of the boundary line adjustment that was agreed upon withthe first Waterside zoning case; it was agreed that it would be easier for the entire road to beowned by one owner rather than splitting the ownership of the road in two. The buildingswithin this new portion of Waterside are set back between 16 and 20 feet from the curb,matching the already approved setbacks for internal streets at Waterside, which is 15 to 20feet. No additional density is sought with this request, as the building adheres to the alreadyapproved setback from the street. Please see Exhibit B which demonstrates thestreetscape. The modification is merely needed to recognize that the BLA established theproperty lines and thus zoning district lines so the internal roads would be wholly within theDulles East property, rather than shared by two property owners. Additionally, the buildings,proposed at five and eight stories, within this portion of Waterside remain well below theapproved heights of 200 feet, leaving significant density on the table.

128143813 v8

Previously Approved and Reconfirmed Modifications

As stated above, this application continues all of the modifications approved with the originalWaterside application, ZMAP-2012-0006. Please note that since that approval, the PD-TCzoning district regulations have been revised and thus some of the approved modifications areno longer applicable. The modifications below have thereby been amended to reflect anyupdates in the Zoning Ordinance and the previously approved modifications that are no longerneeded because of the changes to the PD-TC zoning district have been eliminated.

I. DECREASE DISTANCE BETWEEN TOWN CENTERS

A. PROVISION TO BE MODIFIED

1. SECTION 4-802 Size and Location.

"No Town Center district shall be located within 10, 000 feet of another Town Center. "

B. PROPOSED MODIFICATION

The Applicant proposes that the minimum distance between Town Centers be reduced tozero to allow the proposed Town Center to be adjacent to another Town Center district.

C. JUSTIFICATION

The Applicant's proposed modification is necessary to allow the Waterside Town Centerdistrict to be located adjacent to the approved Dulles World Center's Town Centerdistrict. The Applicant proposes to locate the Waterside Town Center district at thenortheastern quadrant of the intersection of Route 28 and Innovation Avenue to provideexcellent access and visibility from Route 28. The proposed modification improves uponthe existing Town Center regulations by allowing the Waterside project's mixed-useTown Center at a prominent location that provides for a seamless transition with DullesWorld Center through an integrated pedestrian and vehicular network across InnovationAvenue. The Route 28 Corridor Plan identifies this area as a node for aMixed-UseOffice Center, and the proposed modification will allow the Applicant to cluster theproposed Waterside Town Center adjacent to the approved Dulles World Center's TownCenter district to further the Plan's objective of creating a substantial, mixed-useemployment center in this location.

Although the proposed Waterside Town Center district and Dulles World Center will beadjacent to one another, the boundaries of each district will be the Town Center Fringeareas. These areas will have lower building heights for the areas adjacent to InnovationAvenue that provide for a meaningful transition and distinction between the proposedWaterside Town Center and the Dulles World Center development. The highest buildingheights on the Applicant's Property will be located in the Town Center Core and thetallest buildings within Dulles World Center are planned along the Dulles Toll Road.The transition in building heights between the two Town Centers will preserve theidentity of two distinct Town Centers linked with pedestrian and vehicular connections.

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II. INCREASE SIZE OF THE R-16 DISTRICT

G~~~Z~]~/ F.y [~7►f.`ll I~~lj ~i►l~~ 1 1

1. SECTION 3-602 Size and Location.

"This district shall be no less than two (2) acres nor more than twenty-five (25) acres insize."


The Applicant proposes to increase the district to thirty (30) acres

C. JUSTIFICATION

The Applicant proposes to expand the size of the R-16 district to encompass thefloodplain to the north and the open space area adjacent to the lake to provide asignificant land area for active recreation space and to provide a strong connection withthe lake. The active adult buildings are contained within the 25 acres established bySection 3-602; the requested modification just allows the inclusion of significant greenand open space into the R-16 zoning district.

III. TOWN CENTER DISTRICT STANDARDS

A. PROVISIONS TO BE MODIFIED

1. SECTION 4-808 Land Use Arrangement and Use Limitations. (B) Town Center

(1) "The Town Center Core shall be composed of blocks and the maximum perimeter ofeach block shall be 1,600 feet as measured at the edge of the right-of-way, excludingalleys. "

2. SECTION 4-808 Land Use Arrangemer►t and iJse Limitations. (C) Town Center

(1) "The Town Center Fringe shall be composed of blocks and the maximum perimeter ofeach block shall be 1,600 feet as measured at the edge of the right-of-way, excludingalleys. "

B. PROPOSED MODIFICATIONS

The Applicant requests an increase in the perimeter distance of a full block to 2,100 feetwithin both the Town Center Core and Fringe.

C. JUSTIFICATION

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The Applicant proposes a modification to the perimeter block dimensions in recognition ofthe larger Town Center district proposed for the Waterside development and the appropriatescale of the blocks within the Town Center portion of the Property. The Applicant proposesto develop the Town Center district with apedestrian-oriented streetscape with a mix of

high-quality office and hotel uses, a complementary residential component, and gound-floor retail shops. The unique configuration of the Town Center district along the perimeter

of an approximately 54-acre water feature does not lend itself well to uniform dimensionsfor every block in the Town Center. Rather, the Applicant needs the flexibility to vary theblock dimensions with some larger blocks with perimeters up to 2,100 feet to support aninnovative design for the Town Center district.

IV. REDUCE YARD SETBACKS ADJACENT TO RESIDENTIAL DISTRICTS,RESIDENTIAL LAND BAYS AND ROADS


1. SECTION 4-205 Lot Requirements. (C) Yards. (2) Adjacent to Agricultural and

Residential Districts and Land Bays Allowing Residential Uses.

"No building, parking, outdoor storage, areas for collection of refuse, or loading area

shall be permitted closer than one hundred (100) feet to any agricultural district, any

existing or planned residential district, or land bays allowing residential uses. No

parking, outdoor storage, areas for collection of refuse or loading space shall be

permitted in areas between buildings and such agricultural distYicts, existing or planned

residential districts, or land bays allowing residential uses where such uses or areas are

visible from said agricultural and residential areas. "

2. SECTION 4-305 Lot Requirements. (B) Yards. (2) Adjacent to Agricultural and

Residential Districts and Land Bays Allowing Residential Uses.

"No building, outdoor storage, areas for collection of Yefuse, or loading area shall be

permitted closer than fifty (SO) feet to any agricultural district, any existing or zoned

residential district, or land bay allowing residential uses. No parking shall be permitted

closer than thirty-~ve (35), feet to any such area. "

3. SECTION 4-505 Lot Requirements. (B) Yards. (1) Adjacent to Roads.

"Except where a greater setback is required by Section 5-900, no building shall be

permitted closer than thirty-five (35) feet to the right-of-way from any road and no

parking shall be permitted closer than twenty-five (25) feet to the right-of-way from any

road.

4. SECTION 4-205 Lot Requirements. (C) Yards. (1) Adjacent to Roads. (b) Community

Center

128143813 v8

"No building, parking, outdoor storage, areas for collection of refuse, or loading areas

shall be permitted closer than thirty-five (35) feet to any road right-of-way, except as

provided in Section 4-206(E).

5. SECTION 4-205 Lot Requirements. (C) Yards. (1) Adjacent to Roads. (c) Small

Regional Center

"No building, parking, outdoor storage, areas for collection of refuse, or loading areas

shall be permitted closer than thirty-five (35) feet to any road right-of-way, except as

provided in Section 4-206(E).

6. SECTION 4-305 Lot Requirements. (B) Yards. (1) Adjacent to Roads.

"Except where a greater setback is required by Section 5-900, no building shall be

permitted closer^ than thirty-five (35) feet to the right-of-way from any road and no

parking shall be permitted closer than twenty-ftve (25) feet to the right-of-way from any

road.


The Applicant proposes a reduction in the building setback to 85 feet and the parking

setback to 40 feet in the PD-CC-CC district from any existing or planned residential district

or land bay or property approved subject to proffers prior to the adoption of this ordinance.

Further, the Applicant proposes a reduction in the building setback in the PD-OP district to

35 feet from any existing or planned residential district or land bay or commercial property

approved subject to proffers prior to the adoption of this ordinance. For all internal, non-

CTP roads in the PD-IP, PD-CC-SC, PD-CGCC and PD-OP zoning districts, the Applicant

proposes a building and parking setback down to 10 feet.

C. JUSTIFICATION

The Applicant proposes to modify the building setbacks from adjacent residential districts or

land bays in the PD-OP and PD-CC districts and the parking setback in the PD-CC district

to allow development in the commercial districts to create a more traditional design where

buildings line the streets and zoning district lines bleed into each other rather than create

barriers. These setback reductions are between the PD-OP and PD-TC districts as well as

between the PD-CC-CC and R-16 districts. In the first instance, the residential proposed in

the PD-TC district is all multi-family, high rise buildings that function as a complementary

use to the office and commercial uses planned in the adjacent PD-OP district. Establishing

the building setback to be consistent with the parking setback is logical given the integrated

environment. In the second instance, the active adult community in the R-16 zoning district

is separated from the PD-CGCC zoning district by an expansive floodplain that establishes

a buffer of more than 200 feet between the northernmost residential building and the PD-

CC-CC district line, mitigating the requested modification. In summary, thesemodifications to do not impact the Zoning Ordinance's intent of separating building and

parking in the PD-CC-CC district from residential uses by 100 feet; and they allow

128143813 v8

complementary office and residential buildings to be well integated. 'The Applicant'srequest to bring setbacks adjacent to roads in the PD-IP, PD-CC-SC, PD-CGCC and PD-OP zoning districts reflects that the right of way of the local roads through those districtswill include the sidewalk and planting strip, a minimum 12-foot streetscape panel. TheApplicant has proposed a 10-foot building setback on top of that, meaning no buildingwould be closer than 22 feet from the travel aisle or parallel parking. The narrower setbackshelp create the walkable, urban environment established throughout Waterside and allow thebuildings to have a strong street presence in commercial districts.

V. INCREASE BUILDING HEIGHTS


1. SECTION 4-806 Building Requirements. (B) Building Height. (1) Town Center Core.

(A) "Maximum Height. 120 feet, except 60 feet within 120 feet of a boundary of a TownCenter Core that abuts existing single family residential uses and/oY residential zoningdistricts that permit a lesser maximum building height. "

2. SECTION 4-806 Building Requirements. (B) Building Height. (2) Town Center Fringe.

(B) "Maximum Height. 60 feet. "

3. SECTION 4-306 Building Requirements. (B) Building Height.

"Sixty (60) feet provided that a building may be erected to a maximum height of onehundred (100) feet if it is set back fi~om streets or from lot lines that do not constituteboundaries of districts with lower rnaxirnum height restrictions, in addition to each of therequired minimum yard dimensions, a distance of not less than one (1) foot for each one (1)foot of height that it exceeds the sixty (60) foot limit. "

4. SECTION 3-607 Building Requirements. (B) Building Height (2) Multifamily.

"45 feet provided that a multi fancily structu~•e n2ay be erected to a tnaximu»i of 55 feet if itis setback from streets or from lot lines in addition to each of the required minimum yarddimensions, a distance of not less than one (1) foot for each one (1) foot of height that itexceeds the 45 foot limit. "


The Applicant requests a modification to increase the maximum building height to 160 feetin the Town Center Fringe, to 200 feet in the Town Center Core, to 85 feet in the R-16 andto 100 feet in the PD-OP zoning districts, all without additional setbacks.

C..TUSTIFICATION

128143813 v8

The Applicant proposes to modify the building heights within the Town Center and PD-OPzoning districts to support its efforts to attract high-quality office tenants by providing themthe opportunity to develop iconic office buildings with high visibility along Route 28,Innovation Avenue, and Shaw Road. The proposed modifications improve upon theexisting PD-TC and PD-OP building height regulations by enabling the Applicant to achievea substantial amount of office space for the Property in a compact, pedestrian-friendly

environment as contemplated in the Route 28 Corridor Plan for Mixed-Use Office Centers.The ability to develop vertically integated, mixed-use buildings with ground-floor andnearby retail in apedestrian-friendly setting is critical to attracting Class A office tenants tothe Property. Requiring the Applicant to adhere to the building height and setbackrequirements would hinder the ability to create a signature, urban development due to theincreased separation between uses and buildings, which would reduce the pedestrianorientation of the development by dispersing the office space into more low-level buildings.In addition, the proposed modifications will support the Applicant's effort to attract thehighest quality office tenants without creating any adverse impacts on adjacent properties.The Applicant's proposed building heights transition well with the Dulles Warld Center tothe south, which is approved for 200 foot buildings throughout its Town Center. There areno existing residential communities adjacent to the Town Center district.

In respect to the modification requested for the R-16 district, the Applicant has profferedthose units as active adult and envisions a modern complex of high rise buildings in anintegrated setting. The additional setbacks, if required, force a more suburban feel on thatdistrict, rather than allow a continuation of the urban fabric of the overall Watersidedevelopment.

VI. REDUCE BUILDING AND PARHING SETBACKS FROM SPECIFIC ROADS.


1. SECTION 5-900 Access and Setbacks From Specific Roads and the W&OD Trail. (A)Building and Parking Setbacks From Roads. (8) Route 606.

"(a) Building: 100 feet. (b) Parking.• 75 feet. "

2. SECTION 5-900 Access and Setbacks From Specific Roads and the W&OD Trail. (A)Building and Parking Setbacks From Roads. (10) Other Major Collector Roads.

"(a) Building: 75 feet. "


The Applicant requests a reduction in the setback to 55 feet for buildings and to 35 feet forparking from Route 606. Additionally, the Applicant requests a reduction to 35 feet forbuildings from Innovation Avenue and a reduction to 50 feet for the fire and rescue sitealong Davis Drive, both major collectors. The Applicant also requests a reduction in thebuilding and parking setbacks where additional right-of-way is needed for turn lanes.

128143813 v8

C. JUSTIFICATION

The Applicant's proposed modification for a reduction in the building and parking setbacksfrom Route 606 and the building setbacks from Innovation Avenue improve upon theexisting regulations by enabling the Applicant to provide consistent setbacks andstreetscapes that will complement the pedestrian-friendly design of the proposed Watersidecommunity. This reduction is needed in the PD-OP PD-TC, PD-CC-SC and PD-CGCCland bays. Importantly, this setback is measured from the right of way, which throughoutWaterside, includes the sidewalks, trails and street trees. So although the request is for 55and 35 feet, the actual setback from the curb is much greater. As noted above, substantialyard setbacks inhibit pedestrian-oriented, mixed-use development because they emphasize asingle-use, auto-oriented environment rather than a compact, vertically-integrated mixed-usedevelopment pattern where residents can walk conveniently between housing, offices,shops, and recreational amenities. Compact, traditional neighborhood development requiressmaller yard setbacks than conventional zoning to establish a visually cohesive andappealing development pattern, and the proposed modifications will help the Applicant toachieve this objective for the Waterside community. The 35-foot setback presents aconsistent streetscape along Innovation Avenue by mirroring the setbacks on the south side,while the 50-foot setback along Davis for the fire and rescue site gives that emergencypersonnel agency more flexibility in their building design and site circulation.

VII. REDUCE BUILDING AND PARHING SETBACKS FROM SPECIFIC ROADS.


1. SECTION 5-900 Access and Setbacks From Specific Roads and the W&OD Trail. (A)Building and Parking Setbacks From Roads. (11) All other roads in Non-residentialDistricts.

"(a) Building.• As specified in applicable district regulations. (b) Parking: 25 feet unlessotherwise specified in applicable district regulations. "

2. SECTION 5-900 Access and Setbacks From Specific Roads and the W&OD Trail. (A)Building and Parking Setbacks From Roads. (12) All other roads in Residential Districts.

"(a) Building: As specified in applicable district regulations. (b) Parking: As specified inapplicable district regulations.


The Applicant requests a reduction in the building and parking setbacks from internal roadrights of way to ten (10) feet. The Applicant also requests a reduction in the building andparking setbacks where additional right-of-way is needed for turn lanes.

C. JUSTIFICATION

128143813 v8

The Applicant's proposed modification for a reduction in the building and parking setbacksfrom internal roads will support the Applicant's effort to provide consistent, pedestrian-

friendly streetscapes throughout the Waterside development, independent of the zoningdistricts. The proposed modifications improve upon the existing yard setback regulationsthat hinder pedestrian-oriented, mixed-use development. Importantly, this setback ismeasured from the right of way, which throughout Waterside, includes the sidewalks, trailsand street trees.

Together, these modifications will enable the Applicant to provide a compact, vertically-integrated mixed-use development where residents can walk conveniently between housing,offices, shops, and recreation amenities. As noted above, compact and pedestrian-orienteddevelopment requires smaller yard setbacks than conventional zoning in order to establish a

visually cohesive and appealing development pattern, and the proposed modifications willhelp the Applicant to achieve this objective for the Waterside community. In addition, thereduced building setbacks will enhance the traffic calming aspects of the proposeddevelopment and further support the ability of office employees, hotel guests, shoppers, andresidents to walk among the proposed uses with safe, convenient, and pedestrian-friendly

streetscapes throughout the Property.

VIII. REDUCE BUFFER YARDS AND SCREENING REQUIREMENTS


1. SECTION 5-1003 Effect of Buffer.

"The construction of buildings, structures, parking lots or other impermeable surfaceswithin the Scenic Creek Palley Buffer is prohibited, except as stated herein. "

2. SECTION 5-1414 Buffer Yard and Screening Matrix. (A) See Table 5-1414(A) and (B)

Buffer Yard

"Table 5-1414(A) and Table 5-1414(B) "


The Applicant requests a modification to allow one building in the PD-TC district to

encroach into the Scenic Creek Valley Buffer. Additionally, in the PD-IP, PD-CC-SC, PD-

CGCC, PD-OP and PD-TC zoning districts, the Applicant requests all the otherwiserequired buffers to match the requested 10-foot building and parking setback along thoseinternal roads.

C. JUSTIFICATION

The Applicant's proposed modification seeks the ability to build in the Scenic Creek ValleyBuffer to establish a strong street edge along Shaw Road. The building is the southernmost

128143813 v8

building in the Core and as such sets the development pattern for all future buildings in the

Town Center. The alignment of Shaw Road, a CTP road, runs perpendicular to the Scenic

Creek Valley and therefore its creation already disturbs that protected area. The proposed

building does not further degrade the creek, causing no additional harm to the already-

disturbed area. The Applicant's request to modify the planting requirements to match the

reduced yard setbacks is merely a housecleaning item, as the yard setback reduction would

remove the area for the planting.

IX. MEASURE TREE CANOPY REQUIREMENT ON DISTRICT-WIDE BASIS


1. SECTION 5-1303 Canopy Requirements. (A) Site Planning. (1)

"Ten (10) percent tree canopy for sites zoned business, commercial, or industrial ... "


The Applicant requests a modification to allow the ten (10) percent tree canopy requirement

in the PD-IP, PD-OP, PD-CC-SC, PD-CC-CC, and PD-TC districts to be measured on the

basis of each land bay rather than on the basis of individual lots or development sites, and

for each individual lot or development site to have a maximum of zero percent tree canopy.

C. JUSTIFICATION

The Applicant envisions the Waterside development as a mixed-use, employment-focused

community with a grid network of streets in a compact, pedestrian-friendly design. This

innovative design provides for the office, hotel, residential and retail buildings to be located

closer together than would typically be the case under the applicable zoning regulations and

potentially subdivided to allow multiple owners and phases of development. This design

makes it more difficult to provide the required tree canopy on each individual lot or

development site. This is especially true where the Applicant does not yet know how the

individual building sites will be subdivided into separate lots to be developed, marketed, and

sold for affice, hotel, or multi-family residential use. The proposed modification, therefore,

improves upon the existing tree canopy regulations by allowing the Applicant to achieve an

innovative, compact, and pedestrian-friendly design while meeting the tree canopy

requirement on a land bay-by-land bay basis. The Applicant's proffer statement includes a

commitment to have 10 percent tree canopy on each land bay. The Applicant's proposed

modification will provide the necessary flexibility to achieve the vision for the Waterside

community without reducing the overall amount of tree canopy to be provided within each

area on the Property.

X. REDUCE LOT REQUIREMENTS IN THE R-16 ZONING DISTRICT


1. SECTION 3-606 Lot Requirements. (C) Yards. (4) Multifamily Structures

128143813 v8

"(a) Front. 40 feet minimum from centerline of travelway which does not included

parking. 4S feet minimum from the centerline of travelway which does include parking. "


The Applicant requests a reduction in the front yard setback to be 20 feet regardless of

whether parking is included.

C. JUSTIFICATION

The multifamily buildings within the R-16 zoning district are designated as active adult

units and are designed in a similar fashion to the multifamily units in the town center,

albeit without ground floor retail. The front yard setbacks in this zoning district represent

a suburban standard that is not consistent, nor desired, with the mixed-use environment

being established at Waterside. Further, the designation of this district as an active adult

community supports the importance of proximity. The requested front yard of 20 feetfrom the travelway allows for entry features and streetscape but does not push thedriveway so far back from the entrance that it becomes a chasm for visitors and residents

in the age-restricted community.

128143813 v8

EXHIBITYI

AD.~

RECORDATION COVER SHEET

TYPE OF INSTRUMENT:

DATE OF INSTRUMrNT:

NAME OF GRANTOR:

NAME OF GRANTEE:

COUNTY WHERE PROPERTYLOCATED:

ELECTION DISTRICT WHF.,REPROPERTY LOCATED:

BRIEF DESCRIPTIONOF PROPERTY:

DEED BOOK AND PAGE NUMBERWHERE PROPERTY ACQUIRED;

PLAT ATTACIIED:

PARC~;T. IDENTIFICATION NO.:

CUUN"1'Y FILE NO.:

THIS INSTRUMENT PREPARED BYAND RETURN TO:

129940780 v3

DEED OF 130UNDARY LINE ADJUSTMENT

11-~~1-1b

DULLES EAST VIII, LLC andCHANTILLY CRUSHED STONE INC.

DULLES EAST VIII, LLC andCHAT~TILLY CRUSHED STONE INC.

LOUDOUN

F3ROAD RUN

EAST OF ROUTE 28; NORTH OF INNOVA'CIONAVENUE AND SOUTH OF ROUTE 606

DEED BOOK 889, PAGE 192 and PAGE 195 andDEED BOOK 470, PAGE 274 and DEED BOOK488, PAGE 30

PLAT NO. 103463 BLA,dwgPREPARED BY CHRISTOPHER CONSULTANTS

DULLES EAST VIII MCPI #s 035-45-7494, 034-16-0552 and CHANTILLY CRUSHED STONEMCPI #S 035-47-1864 and 034-26-8917

I3LAD 2016-0004

ANTONTO 1. CALABRFSF,, ESQ.COOLEY LLP11951 FREEDOM DRIVERESTON, VIRGINI~120190

III~II~~III~~III~~III II~~~II~~I1 ~IIII~II

L~~ry 1 ~ ~ 11 +~D2d un County, Pg3'~ ~

5i/17l2018 3:53:0 M

Gary M. Clemens Glerk ~~

DEED Off' BOUNDARY LINF. ADJUSTMENT

THIS DEED OF B(JUNDAKI' LINE ADJUS"TMEN"I~ is made this ~~_ day of

~Cvrlpi~,,r- , 2016, by and between CHANTILLY CRUSII~D STONE, INC., a Virginia

limited liability company, (hereinafter referred to as "CCS") "Grantor"i`~Grantee" and

DULLES EAST VIIl, LLC, a limited liability company, (hcrcinaftcr rcfcrred to as "Dulles

East"} "Grantor"/"Grantee".

WITNESSETH:

WHEREAS, CCS is the owner and proprietor of certain real property identified as PIN

035-47-1864 ("PIN 035-47-1$64") and PIN 034-26-8917 ("PIN 034-26-8917") (together PIN

035-47-1864 and PIN 034-26-8917 are hereinafter collectively referred to as the "CCS Land"),

as shown on the plat identified as 103463 BLA.dwg, dated October 27, 2015, revised through

September 27, 2016, titled "BOUNDARY LINE ADJUSTMENT O]V THE LANDS OF

DULI,ES EAST VIII LIMITED PARTNERSHIP AND CHANTILLY CRUSHED STONE

INC.", and prepared by cht•istopher consultants, certified land surveyors (the "Plat") which Plat

is attached hereto; tlZe said CCS Lind being situate in the Broad Run Election District, Loudoun

County, Virginia; and having been acquired by deeds recorded in Deed Book 470, at Page 274 and

Deed Book 488, at Page 30, among the land records of Loudoun County, Virginia (the "Land

Records"); and

WHEREAS, Dulles East is the owner and proprietor of certain real property identified as

P1N 035-45-7494 ("P1N 035-45=7494") and PIN 034-16-0552 ("PlN 034-16-0552") (together PIN

035-45-7494 and PIN 034-16-0552 are hereinafter collectively referred to as the "Dulles East

Land"), as shov~~n on the Plat, the said Dulles East Land being situate in the Broad Run Election

i24eno~ao ~a 2

District, Loudoun County, Virginia; and having been acquired by deeds recorded in Deed Book

889, at Pages 192 and 195, among the Land Records; and

WHEREAS, it is the desire and intent of Dulles East and CCS to adjust various common

boundary lines between the Dulles East Land and the CCS Land as more particularly bounded and

described on the Plat and as hereinafter provided; and

VJH.F.,REAS, the Dulles East Land ana CCS Land are not subject to the lien of any Deeds

of Trust.

LOT ADJUSTMENT

NOW THEREFORE, in consideration of the foregoing recitals, the sum of One Dollar

($1.00) cash in hand paid, and other• good and valuable consideration, the receipt and sufficiency

o£which are hereby acknowledged by the parties CCS, as the owner of the CCS Land, hereby

grants and conveys to Dulles East with Warranty of Title, to be incorporated into the said Dulles

fast Property, the real property located in Loudoun County, Virginia, being the portions of the

CCS Land more particularly designated oz~ the Plat as the portions of P1N # 035-47-1864

identified as 960 SQ. FT. OR 0.0220 AC. (TO GPI1~T: 035-45-7494 FROM GPI:V: 035-47-

18G4 ), 39,391 SQ. FT. OR 0.90429 AC. (FROM GPIN: 035-47-1864 TO 034-16-0552), and

49,513 SQ. FT. UR 1.1366 AC. (TO GPIN; 035-45-7494 FROM 035-47-18(4) and

contaiziing approximately 2.0629 acres of land and the portions of PIN # 034-26-8917 identified

as 777 SC2. FT. OR 0.0178 AC. (TO GPIN: 034-16-0552 FROM GPTN:034-26-8917) and

11,180 SQ. F`1'. UK x.2566 AC. (FROM GPIN; 034-2b-8917 TO 035-45-7494) and containing

approximately 02744 acres of land.

The lands hereby conveyed to Dulles East are adjacent to and contiguous to 1'1N 035-45-

7494 and PIN 034-16-0552 acquired by Dulles fast as set forth above. This con~~eyance of

129940780 v3 ~

approximately 101,821square feet (2.3373 acres) of land from CCS to Dulles East is made for

the purpose of adjusting the boundary lines of said presently owned lands of CC5 and Dulles

East, thni creating revised single lots or parcels owned by Dulles East containing, after the

Boundary Line Adjustment set forth hec~ein, 725,402 square feet (16.6529 acres) of land within

YIN 035-45-7494 and 543,656 sc~uarc feet (12.4806 acres) of land withi~l PIN Q34-(C-0552 as

mire particularly designated on the Plat.

LOT AllJ US'1'M~N'1'

NO~~' TIIEREF'OR~, in consideration of the foregoing recitals, the swn of One Dollar

($1.00) cash in hand paid, and other' good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged by the parties Dulles East, as the owner of t]le Dulles East

Land, hereby grants and conveys to CCS with ~~'ai7-anty of Title, to be incorporated into the said

CCS Property, the real property located in Loudoun County, Virginia, being the portions of the

Dulles East Land more particularly designated on the Plat as the portions of P1N # 035-45-7494

identified as 87,423 SQ. FT. OR 2.0069 AC. (Tn GPTN: 035-47-1864 FROM GPIN: 035-45-

7494) and 7,816 SQ. rT. OR 0.1794 AC. (TO GPIN: 035-47-] 864 FROM GPIN: 035-45-

7494) and containing approximately 2.1863 acres of land.

The lands hereby conveyed to CCS are adjacent to and contiguous to PI~I 035-47-1864

acquired by CCS as set forth aUove. This conveyance of approximately 95,23A square feet

(2.18G3 ages) from Dulles East to CCS is made for the purpose of adjusting the boundary lines

of said presently owned lands of CCS and Dulles fast, thru creating revised single lots or parcels

owned by C.CS containing, after the Boundary Line Adjustment set forth herein, 421;616 square

feet (9.6790 acres) of land within PIN 034-26-8917 and 2,646,146 square feet (60.7472 acres) of

land within PlN 03~-47-1864, as more particularl}~ designated on the Plat.

129940780 v3 Q

CONFIRMATION OF ACREAGES

The parcels that include the CCS Land and the Dulles East Land, as adjusted, now contain

the following acreages

Oti~'NER PIN ACREAGE

DULLS BAST 035-45-7494 72.5,402 SF,16.6529 Acti•es

DULLES EAST 034-16-0552 543,656 SF, 12.4806 Acres

CCS 034-26-8917 421,616 SF, 9.6790 Acres

CCS 035-47-1804 2,646,146 SF, 60.7472 Acres

STATUTORY COMPI_.IANCE

The platting of the land and adjustment of the boundary lines provided by this instrument

are made with the frce consent and in accordance with the desires of CCS and Dulles East and in

accordance Frith the provisions of Virginia Code Section 15.2-2264, and applicable regulations of

Loudoun Count}~, Virginia, as evidenced by the approval of said boundary line adjustment by

authorized officials of Loudoun County, Virginia, as noted on the Plat.

IN FITNESS WHEREOF, the parties have executed this Deed of Boundary Line

Adjustment as of the date first above written.

(REMAIl~TDER OF PAGE INTENTIONALLY LEFT BLANK)

(SIGNATURE PAGES TO FOLLOVI~

129990780 v3 5


a ti'irginia corporation

By: ~.e~.~.~ 9 (SEAL)

Name' ~ el~.~r.,,/ J f~~

Title: /~ Ls- .~ry,T—

STATE OF ~~~~'~~ 1N1 ~ )

to-~~vit:

COUNTY/CITY OF ~~~~L *' )

The foregoing Boundar Line A reement was acknowledge~pd~ nb,.e~fore me this ~~~ ~ day

of ~ ~7i , 2016, by ~~U~~~ ~ ~(~ as r ru.~~~~(,7L'~ of

Chantilly Crushed Stone, Inc. ~~ .~ ~ , rMy Commission Expires:

< < ~~a~~2U~ 14..,.

v : REG # i 511223 '; ~MYCOP/~UISSION

o ~, EXPIRES-~~ ' 1113D!201A ,' ~~~

12aa9o~ieo ~,3

DULLES EAST VIII, LLC,

By: TOWER VA HOLDINGS, LLC,Its sole Member

y .Abramson, Manager

S'I~AZ'E OF MARYLANll )

COUNTY MONTGOMERY )

to-wit:

The foregoing Boundary Line Adjustment was acknowledged before me this ~ 7day of D ~~✓ , 2016, by Gary M. Abeamson, as Manager of Tower VA Holdings, LLC;

the sole member of Dulles East VIII, LLC.

cc.~-Notary Public

My Commission Expires: lINOA R. SCHOENnnaGO~tDd

Montgomery CountyMy Commission Expires

A ugust 30, 2p17

124940780 v3

EXHIBIT

d a a 3

WALK STRIP

15'-20'

STREET SCAPE

CURB TO CURB

TYPE C1: INTERNAL ROAC (PRIVATE)

(ALSO APPLY TO ROAD A, B, C AND D)

DULLES EAST VIII

ILIMITED PARTNERSHIP

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TYPE C2: PARALLEL TOWN GREEN ROADS (PRIVATE)

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WATERSIDE DESIGtJ GUIDELINES

County of Loudoun

Department of Planning

MEMORANDUM

DATE: August 29, 2016

TO: Judi Birkitt, AICP, Project Manager Land Use Review

FROM: Judi Birkitt, AICP, Senior Planner Land Use Review

SUBJECT: ZCPA-2016-0004, Waterside ZMAP-2016-0006, Waterside Town Center ZMAP-2016-0007, Dulles East

EXECUTIVE SUMMARY

The purpose of these applications is to:

1) Formalize a land swap between Waterside and Dulles East - The reason for theland swap is to realign future Shaw Road (from what is shown on the approvedWaterside Concept Development Plan (CDP)) so that Dulles East will havesufficient Shaw Road access when they develop their property.

2) Add 405 residential units (multi-family above first floor commercial) to Watersidein the previously approved Town Center Fringe and Town Center Core - This wouldincrease Waterside’s maximum number of multi-family residential units from 2,595units to 3,000 units. No changes are proposed to the non-residential component.

The Applicant has submitted a Statement of Justification, an amended Concept Development Plan (CDP) (March 26, 2016), and draft Proffer Statements (May 25, 2016) for Waterside and Dulles East.

BACKGROUND Waterside - On September 2, 2015, the Board approved Waterside, ZMAP-2012-0006, SPEX-2012-0011, SPEX-2012-0054, SPMI-2012-0020, and SPMI-2015-0014 (“Original Waterside”). The approval allowed for the redevelopment of the existing 335-acre Chantilly Quarry property, which is generally located at the intersections of Shaw Road and 606, into a mixed use development/town center. The approved development program included: 2,200 multi-family residential dwelling units, 395 age-restricted dwelling units at a density of up to 13.3 dwelling units per acre, and 3.8 million square feet of non-residential uses at a collective overall Floor Area Ratio (FAR) of up to 0.48. Also approved

Attachment 4

ZMAP-2016-0006 – Waterside Town Center and ZMAP-2016-0007, Dulles East August 29, 2016

Community Planning – 1st Referral Page 2 of 10

were Special Exceptions for an Automotive Service Station, Fire and Rescue Station, and two Public Schools. The property is currently phasing out its existing quarry use; its final project is Phase 2 of the Metro Silver Line. Although Waterside is not included in the Silver Line Small Area Plan Comprehensive Plan Amendment (CPAM), the 335-acre Waterside development is located entirely within the Metrorail Service District (created on December 5, 2012). At its nearest point, the Waterside development is 0.5 mile from Fairfax County’s Innovation Center Metrorail Station, and Waterside’s Town Center Core is one mile from the future Innovation Station. Waterside is approximately 2 miles east of future Loudoun Gateway Station and approximately 1.5 miles northeast of the Washington Dulles International Airport Station. Dulles East (Dulles 2000) - The Dulles East property is located west of Waterside, between Shaw Road and Route 28. On April 3, 1989, the Board of Supervisors (Board) approved ZMAP-1987-0031, Dulles 2000, a rezoning of 28.8 acres from PD-IP (Planned Development-Industrial Park) and PD-GI (Planned Development-General Industrial) to PD-RDP (Planned Development-Research Development Park) under the 1972 Zoning Ordinance. The approved, yet not constructed development program consists of 800,000 square feet of research and development uses at an FAR (floor area ratio) of up to 0.64. During review of the Original Waterside applications, Dulles East property owners expressed objections to the proposal because the Shaw Road alignment shown on the Original Waterside CDP would decrease Dulles East’s number of access points on Shaw Road from three to one. The two parties have since negotiated a land swap agreement, creating the need for these current applications. The land swap restores Dulles East’s three Shaw Road access points. PROPOSAL The Applicant, Chantilly Crushed Stone, seeks approval of the following zoning concept plan amendment and two zoning map amendments.

Previous Property Line

New Property

Line

2.29 acres acquired by Dulles East

2.2 acres acquired by Waterside

Waterside

Dulles East

Figure 1. Land Swap



ZCPA-2016-0004, Waterside – The Applicant proposes a Zoning Concept Plan Amendment to revise the proffers and the CDP approved with the 335-acre Original Waterside applications that were approved on September 2, 2015. The amendments would reflect the land swap, the revised Shaw Road alignment, and an additional 405 multi-family residential units on the Waterside property. ZMAP-2016-0006, Waterside Town Center – In the land swap, Waterside acquired 2.2 acres from Dulles East and now seeks to rezone the newly acquired acreage from PD-RDP (Planned Development-Research Development Park) under the 1972 Zoning Ordinance to PD-TC (Planned Development-Town Center). The 2.2 acres would enlarge the Town Center Core from 14 to 16 acres; 330 multi-family residential units are proposed Within the Town Core, and 75 multi-family residential units are proposed within the Town Fringe.

Figure 2. Vicinity Map.



ZMAP-2016-0007, Dulles East - As part of the land swap, Waterside transferred (conveyed by deed) 2.3 acres to Dulles East. The Applicant seeks to rezone Dulles East’s newly acquired 2.3 acres from PD-TC to PD-RDP under the Revised 1993 Zoning Ordinance. The existing Dulles East property is zoned PD-RDP under the 1972 Zoning Ordinance, so approval of this rezoning would result in the Dulles East property being governed under two different zoning ordinances. The Applicant has submitted a separate Proffer Statement for the newly acquired 2.3 acres; the Proffer Statement is minimal and proffers substantial conformance to Sheet 17 of the plan set. These applications do not include a development proposal for Dulles East’s newly acquired 2.3 acres. Therefore, this referral does not include an analysis of Dulles East’s newly acquired acreage. The CDP and Proffer Statement approved with ZMAP-1987-0031, Dulles 2000, will continue to govern the remainder of the Dulles East property, which is not subject to this application. COMPREHENSIVE PLAN CONFORMANCE The application has been reviewed for conformance with the County’s Revised General Plan (the “Plan”), to include the Route 28 Corridor Plan (adopted March 15, 2011), Route 28 Core policies of the Suburban Policy Area (Sterling Community) of Chapter 6, Green Infrastructure policies of Chapter 5, and the Implementation policies for Town Centers in Chapter 11. ANALYSIS A. LAND USE & COMPATIBILITY Both the Waterside and the Dulles East subject properties are located within the Sterling Suburban Community. Both subject properties are mapped for Route 28 Core uses and have a Mixed-Use Office Center Overlay (Revised General Plan, Chapter 6, Route 28 Corridor Land Development Patterns Map). The Plan envisions non-residential FARs between 0.6 and 1.0 in Office Clusters within the Route 28 Core and between 1.5 and 2.0 FAR with incentives for the southern Mixed Use Center area (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Office Clusters Policy 10). The subject properties are located along both sides of Shaw Road and are visible from Route 28 (Sully Road), which is considered one of the County’s premier business corridors. The Route 28 Corridor Plan envisions the Route 28 Corridor as a “business environment that supports significant job growth and economic activity

Land Swap Areas

Figure 3. Planned Land Use Map.



in varied settings.” By attracting premier businesses, the corridor is envisioned to significantly contribute to the County’s overall fiscal health and economy. The Route 28 Corridor Plan identifies the subject properties as part of the Route 28 Core. Within the Core, the Route 28 Corridor Plan envisions “high-quality, high intensity office developments that take advantage of the economic opportunities associated with frontage on Route 28” (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Core Policies, text.) In addition to the Core, the Route 28 Corridor Plan identifies three Mixed-Use Office Centers to further stimulate economic activity along the corridor and promote the County’s image as a world-class business destination. The Waterside Town Center subject property (newly acquired 2 acres) is within the Mixed-Use Office Center overlay. Mixed-Use Office Centers are intended to be developed as “24/7 amenity-rich environments unique to the corridor that appeal to a broad spectrum of employees, business tenants, and residents.” (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Mixed-Use Office Center Policies, Policy 7). The policy designates the southern gateway of the Route 28 Corridor as suitable for one Mixed-Use Office Center, of at least 50 acres but no more than 90 acres. Dulles World Center (ZMAP-2008-0018) is the County’s approved 60-acre mixed-use center at the southern portion of the corridor. With approval of the Original Waterside, the approved mixed-used center at the southern gateway increased to 146 acres.

With the Original Waterside, the Board previously approved 2,595 residential units as a component of a vibrant, activity-rich, live-work center. The Board found that a mixed-use center would be the best use in the vicinity of the Metrorail. One of the reasons for the approval was to attract employment uses to the project. Staff questions how more residential units would attract more employment uses as other factors such as access, connectivity to major thoroughfares, adequate utility infrastructure among other factors are considered by potential employers for locating their businesses. The County’s Revised General Plan does not envision residential development on the subject property. Staff recommends that the Applicant revise the application to eliminate the proposed additional residential units. Additional residential development could potentially place unnecessary pressures on the County’s tax base. Community Planning Staff support the boundary line adjustment and commend the Applicant for collaborating with the adjacent property owner to achieve a mutually beneficial Shaw Road alignment. Regarding the request to increase the number of residential units, the applications provide no compelling reason to increase the project’s residential units by an additional 405 residential units, bringing the project’s total to 3,000 residential units. The Plan did not envision the residential approved previously with the Original Waterside applications, and the Plan does not support additional residential development on the acreage acquired in the land swap. Community Planning staff recommends that the Applicant revise the application to eliminate



the proposed additional residential units. Based on Route 28 Core Plan policies, the subject property is appropriate for high employment generating uses. B. EXISTING CONDITIONS & ENVIRONMENTAL The subject property is located approximately 1,687 feet south of intersection of Shaw Road and Old Ox Road (Route 606). The northern parcel (0.23 acres) consists of a truck pull-off and is almost completely paved; the small unpaved portion is significantly disturbed by road construction, use, and maintenance. The larger southern parcel (2.06 acres) consists of relatively level terrain covered in young secondary growth pine and scattered deciduous trees. Both parcels drain into the nearby Indian Creek, approximately 215 feet to the west of the northern parcel. The Applicant’s ETS Review letter indicates that there are no wetlands on the subject property. The parcels contain no floodplain. A water main runs parallel to Shaw Road through both parcels. The southern parcel is heavily disturbed between Shaw Road and the water main. An abandoned power-line corridor bisects the southern parcel from north to south. The Applicant has submitted and Endangered and Threatened Species (ETS) Review letter (dated March 26, 2016) for Staff review. The ETS Review letter indicates that the federally-threatened northern long-eared bat has potential to be present on the subject property; coordination with the U.S. Fish and Wildlife Service may be needed prior to any proposed tree clearing activities. The state-threatened wood turtle has a confirmed occurrence within two miles of the study area. Perennial streams are not present within the study area; therefore, the wood turtle is not anticipated to be a constraint during the wetland permitting process. Thunderbird Archeology conducted a Phase I cultural resources investigation of the newly acquired acreage in March 2016. They identified no historic or archaeological resources and recommended no further work. Staff concurs with the recommendations of the ETS Review and archaeology report. The Applicant addressed stormwater management and water quality with the Original Waterside applications. No changes are proposed to the previously approved environmental proffers. As proposed, environmental proffers would extend and apply to the Waterside Town Center subject property. Forest Resources The Green Infrastructure policies call for the preservation, protection, and management of forests and natural vegetation for the various economic and environmental benefits that they provide (Revised General Plan, Chapter 5, Forests, Trees and Vegetation Policies 1). The Green Infrastructure policies call for the submittal and approval of a tree conservation or forest management plan prior to any land development that “demonstrates a management strategy that ensures the long-term sustainability of any designated tree save area” (Revised General Plan, Chapter 5, Forests, Trees and Vegetation Policies 3). Of the Original Waterside’s 335 acres, 15 acres are identified as Tree Conservation Areas (TCA). Proffer XII.D “Tree Conservation Areas” (a draft proffer in the current applications that was carried forward from the Original Waterside) proffers tree conservation measures



for TCAs. The newly acquired acreage is wooded. Sheet 5 identifies the tree cover as “young mature to mature Shortleaf Pine, Virginia Pine, Eastern Red Cedar, White Oak and Tree of Heaven between 3” and 14” DBH”. The application does not identify tree conservation areas or specimen trees on the 2.2-acre subject property (ZMAP-2016-0006). The Applicant should consider identifying Tree Conservation Areas on the newly acquired Waterside Town Center acreage to demonstrate that this additional acreage is in conformance with County forest resources policies. C. SITE AND BUILDING DESIGN According to the Mixed-Use Office Center Policies of the Plan, mixed use office centers shall develop as vertically integrated mixed-use buildings, such as multi-story office and residential buildings with commercial storefronts at ground level. The Centers shall have the distinctive characteristics of an urban environment with pedestrian-oriented building facades, ground-floor shops and civic amenities, and streets culminating in distinctive public spaces. Pedestrian circulation shall be enhanced by short blocks arranged in a rectilinear grid-street pattern (Revised General Plan, Chapter 6, Suburban Policy, Route 28 Core Policies, Mixed-Use Office Center Policies, Policy 8). The proffered Design Guidelines (May 26, 2015) approved with the Original Waterside address the above design policies. As proffered, the previously approved Design Guidelines would apply to the newly acquired Waterside Town Center acreage. However, none of the illustratives in the Design Guidelines include or depict the newly acquired acreage, land configuration, or revised Shaw Road alignment. To ensure that the envisioned high quality working and living environment applies to the newly acquired property, Community Planning Staff recommends updating the Design Guidelines to include the newly acquired property and the revised Shaw Road alignment. D. AFFORDABLE HOUSING Since multi-family elevator-serviced buildings greater than 4 stories are proposed, the Zoning Ordinance does not require Affordable Dwelling Units. However, the Applicant is expected to comply with the County’s unmet housing needs policies. Plan policies encourage the development of housing for special needs populations (low income residents, elderly residents requiring congregate care, disabled residents, and the homeless) as well as the application of universal design principles (Revised General Plan, Chapter 2, Housing, Guiding Principles Policies 8 & 11). The applications address unmet housing needs with proffers to construct actual units across a broad segment of the County’s income spectrum. The Original Waterside proffered up to 312 unmet housing needs units, or 12 percent of the residential units. The Applicant has increased the maximum number of unmet housing needs units to 360, which corresponds to the additionally proposed 405 residential units.



Since the application proposes less than 20 dwelling units per acre, no unmet housing needs units are required by the Zoning Ordinance. The Applicant addresses the unmet housing needs policies of the Revised General Plan by increasing the proffered number of unmet housing needs units proportionate to the proposed increase in residential units. E. CAPITAL FACILITIES The Applicant proposes 405 multi-family units that were not anticipated by the current Plan. The total capital impact of the project based on the current Capital Intensity Factors (CIF) is approximately $7.8 million. County policy anticipates that the Applicant will pay current Capital Intensity Factors (CIF) of $21,830 per multi-family unit, excluding the 48 proffered unmet housing needs units (UNHU’s) (see Attachment 1). The Plan does not envision residential development on the subject property. While this is a land use concern, it is also important in consideration of the County’s planning for public facilities. The Plan states that the County will consider the adequacy of public facilities and services when reviewing any zoning application for a more intensive use or density (Revised General Plan, Chapter 3, General Public Facilities Policy 3). The Original Waterside includes a substantial residential component within an area of the County where such uses are not anticipated. The current applications propose 405 additional residential unit in an area where residential is not anticipated. As such, the proposed residences are not counted in County service demand projections. The Applicant proposes no additional onsite amenities to serve the additional 405 units in the current application. As proposed, the amenities proffered with the Original Waterside would also serve the additional 405 residential units. With the Original Waterside, the Applicant proffered amenities specifically for the 395 age-restricted units. Recreational amenities previously proffered to serve the 2,605 approved and proposed non-age-restricted units are as follows:

• 15,000 square feet of courtyard space (5,000 per land bay for D-1, D2, and D-3) • 2,400 square feet of swimming pools • 15,000 square feet of interior amenity space (5,000 per land bay for D-1, D2, and

D-3), which collectively shall include at least 3 of the following: o Business Center o Entertainment Room o Meeting Room o Yoga/pilates/exercise room o Fitness Center

• 3,500 square feet of outdoor play area The additional residential development could impact the County’s ability to provide necessary services and amenities, such as schools, libraries, emergency services, parks, and recreational areas. Existing facilities may be strained and face capacity issues as they attempt to absorb the demands from previously uncontemplated residential development and the new added residential.



The Applicant proffers to provide the current Capital Intensity Factor (CIF) of $21,830 per unit for the additional 357 non-UNHU multi-family units. The application does not propose additional on-site amenities to serve the 405 added residential units. Increasing the residential component, together with not providing additional amenities, may exceed the provisions of facilities and services in an area not planned to support this type of growth. F. ZONING MODIFICATIONS The Waterside Town Center rezoning application (ZMAP-2016-0006) includes the following two requested modifications of the Revised 1993 Zoning Ordinance (“the Ordinance”): 1) To modify Section 4-805(F)(3) to allow buildings within “Block L” to be located within

16 feet of an adjacent non-residential district. As justification, the Applicant states that the need for the modification is because of “. . .where the property line and zoning district line fall. Such line follows the curb line rather than running down the middle of the street. Therefore, the buildings in Block L would be closer to the zoning district line because the parallel parking and half of the travel lanes are located within the PD-RDP zoning district.” (Applicant’s Statement of Justification). In order to implement a modification, it must be clear where such modification applies. Sheet 11 of the CDP states that the modification applies to areas that are “adjacent to other non-residential district”. The Statement of Justification indicates that the modification applies to “Block L”. The CDP does not identify blocks. On the CDP, the land area is divided by land bays.

The modification request and the justification are unclear. For implementation purposes, the CDP will need to clearly identify the specific location in which this modification is being proposed. If the modification applies only to Block L, then Block L will need to be labeled on the CDP; Block L appears only in non-proffered illustratives.

2) To increase the maximum size of the Town Center Core from the previously approved 39 acres to 41 acres. According to Section 4-807 the Ordinance, the maximum size of the Town Center Core is 20 acres. As Community Planning staff explained during review of the Original Waterside applications, the purpose of limiting a Town Center Core to 20 acres is to promote walkability within a pedestrian-oriented environment. Increasing the size of the Town Center Core further conflicts with the district’s purpose of providing dwellings, shops, and workplaces within close walkable proximity to each other.

Regarding both proposed modifications, Article 6 of the Ordinance states that “no modification shall be approved unless the Board finds that such modification to the regulations will achieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purpose of the existing



regulation”. The application does not demonstrate how the proposed modifications fulfill this Ordinance requirement. The application does not include any proposed mitigation measures to offset the proposed modifications.

RECOMMENDATION Community Planning Staff supports the boundary line adjustment and commend the Applicant for collaborating with the adjacent property owner to achieve a mutually beneficial Shaw Road alignment. Community Planning Staff recognizes that the Board approved a residential component with the Original Waterside applications. The Board found that a mixed use project would be the best use in the vicinity of a future Metrorail station and could help generate the employment uses envisioned by the Plan for the Route 28 Corridor. However, County policy does not support the request to increase the number of residential units by 405 (from 2,595 to 3,000). The application does not provide a compelling reason to increase the project’s residential component. Realigning Shaw Road does not justify the increase. The Plan does not envision residential within the Route 28 Core. Based on Route 28 Core Plan policies, the subject property is appropriate for high employment generating uses, specifically office clusters. Community Planning Staff does not support approval of the proposed zoning modifications, as they do not achieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purpose of the existing regulation. Further, no mitigation is proposed to offset the modifications. cc: Ricky Barker, AICP, Director

Chris Garcia, AICP, Assoc. AIA, LEED-GA, Program Manager

Housing Type Total Number of Units

Capital Intensity Factors

Projected Capital Facilities Impact

Single-Family Detached (SFD) 0 $52,408.56 $0.00Single-Family Attached (SFA) 0 $37,034.54 $0.00Multi-Family (MF) 405 $21,830.33 $8,841,283.65Multi-Family Stacked (MF Stacked) 0 $25,463.29 $0.00TOTAL 405 $8,841,283.65

405 Total Units $8,841,284 Total Projected Capital Facilities Impact

1. Number of Market Rate Units Subject to Capital Facilities Proffer Guidelines

Housing Type Total Number of Units

Number of Proposed

ADUs/UMHUNumber of Market

Rate Units

Single-Family Detached (SFD) 0 0 0Single-Family Attached (SFA) 0 0 0Multi-Family (MF) 405 48 357Multi-Family Stacked (MF Stacked) 0 0 0TOTAL 405 48 357

2. Capital Facilities Calculations for Market Rate Units

Housing TypeTotal Number of Market

Rate Units

Capital Intensity Factors

Capital Facilities Calculations for

Market Rate Units

Single-Family Detached (SFD) 0 $52,408.56 $0.00Single-Family Attached (SFA) 0 $37,034.54 $0.00Multi-Family (MF) 357 $21,830.33 $7,793,427.81Multi-Family Stacked (MF Stacked) 0 $25,463.29 $0.00TOTAL 357 $7,793,427.81

3. Capital Facility Credit for Base Density Units assuming Single Family Detached Dwellings

Zoning District AcresDensity Permitted By-right (du/acre)

Base Density Units

Capital Intensity Factor

Capital Facility Credit for Base Density Units

PD-RDP 2.20 0 0 $52,408.56 $0.000 0.00 0 0 $52,408.56 $0.000 0.00 0 0 $52,408.56 $0.00

TOTAL 0 $0.00

4. Anticipated Capital Facilities Contribution

$7,793,427.81 - $0.00 = $7,793,427.81

$7,793,428 Anticipated Capital Facilities Contribution

Created on August 11, 2016

The anticipated capital facilities contribution of the proposed development takes into account Affordable Dwelling Units (ADUs) and the number of units permitted by the base density.

Attachment 3- Capital Facilities Impact Analysis (Eastern Region-includes Ashburn, Potomac, and Sterling)ZMAP-2016-0006, Waterside

TOTAL PROJECTED CAPITAL FACILITIES IMPACT

ANTICIPATED CAPITAL FACILITIES CONTRIBUTION

The total projected capital facilities impact of the proposed development is calculated using the approved capital intensity factors for the proposed unit mix. Revised Capital Intensity Factors (CIFs) were adopted by the Board of Supervisors on December 10, 2014.

DATE: November 16, 2016 TO: Judi Birkitt, Project Manager FROM: Mark A. Depo, Senior Planner, Zoning Administration APPLICATION: Waterside, 2nd Submission Referral CASE NUMBER AND NAME: ZMAP 2016-0006 & ZCPA 2016-0004, Waterside Town Center, and ZMAP 2016-0007, Waterside Dulles East. Staff has reviewed the 2nd submission of the rezoning ZMAP 2016-0006/ZCPA 2016-0004 and ZMAP 2016-0007 applications including the materials identified on the transmittal sheet dated November 14, 2016. Staff has no further comments related to the ZMAP 2016-0006/ZCPA 2016-0004 Concept Development Plan or ZMAP 2016-0007 Concept Development Plan.

COUNTY OF LOUDOUN

DEPARTMENT OF PLANNING AND ZONING

ZONING ADMINISTRATION REFERRAL

DATE: August 3, 2016 TO: Judi Birkitt, Project Manager FROM: Mark A. Depo, Senior Planner, Zoning Administration APPLICATION: Waterside, 1st Submission Referral CASE NUMBER AND NAME: ZMAP 2016-0006 & ZCPA 2016-0004, Waterside Town Center, and ZMAP 2016-0007, Waterside Dulles East. TAX MAP/PARCEL NUMBER (PIN): ZMAP 2016-0006 & ZCPA 2016-0004 consists of /94////////33A (035-45-7809); /94////////61/ (034-38-9287); /94////////64/ (034-26-8917); /94////////65/ (034-17-4646); /94////////66/ (034-17-4699); /94////////69/ (034-18-6467); /94////////70/ (035-49-1986); /94////////70A (035-48-4264-001); /94////////71/ (034-18- 0714-001); /94////////71A (034-18-0464); /94////////72/ (035-47-1864); /94////////73/ (035-36-7950- 001), /94////////73A (035-46-3732), /94////////84/ (035-48-6938-001), /94//16/////2/ (034-18-2177); /95////////88/ (034-19-5778); and a portion of /95////////33E (035-45-7494) and /95////////33B (034-16-0552). ZMAP 2016-0007 consists of /95////////33E (035-45-7494); /95////////33B (034-16-0552); and a portion of /94////////72/ (035-47-1864).

Staff has reviewed the 1st submission of the rezoning ZMAP 2016-0006 and ZCPA 2016-0004 applications including the materials identified on the transmittal sheet dated June 6, 2016. The subject properties of ZMAP 2016-0006 and ZCPA 2016-0004 (previously ZMAP 2012-0006) are currently zoned Planned Development-Industrial Park (PD-IP); Planned Development-Office Park (PD-OP); Planned Development-Commercial Center (Small Regional Center) (PD-CC(SC)); Planned Development-Commercial Center (Community Center) (PD-CC(CC)); Planned Development-Town Center Core (PD-TC); Planned Development-Town Center Fringe (PD-TC); and R-16 Townhouse/Multifamily Residential under the Revised 1993 Loudoun County Zoning Ordinance and Planned Development-Research and Development Park (PD-RDP) under the 1972 Loudoun County Zoning Ordinance. The subject properties of ZMAP 2016-0007 are currently zoned PD-RDP under the 1972 Loudoun County Zoning Ordinance and PD-TC under the Revised 1993 Loudoun County Zoning Ordinance. CONCEPT DEVELOPMENT PLAN Cover Sheet (Sheet 1 of 17)

1. Include ZMAP 2016-0007, Waterside Dulles East, in the title and plan sheets. The two applications are running concurrently and ZMAP 2016-0007 is a listed plan sheet (Sheet Index 17).

COUNTY OF LOUDOUN

DEPARTMENT OF PLANNING AND ZONING

ZONING ADMINISTRATION REFERRAL

ZMAP 2016-0006 & ZCPA 2016-0004 Waterside Town Ctr and ZMAP 2016-0007 Waterside Dulles East August 3, 2016

Page 2

2. Amend Sheet Index the clearly demonstrate the plan sheets related to ZMAP 2016-0006 & ZCPA 2016-0004, Waterside Town Center, and the plan sheets related to ZMAP 2016-0007, Waterside Dulles East.

Vicinity Map (Sheet 2 of 17)

3. General Notes: a. Amend Acreage column for properties PIN# 034-26-8917 and 035-47-1864 to

provide current acreage. If desired by the Applicant, a comment at the bottom of the General Notes table may be added referencing the Boundary Line Adjustment (BLAD) 2016-0004 and the properties involved in the BLAD.

b. Amend Zoning District column for properties PIN# 035-45-7494 and 034-16-0552 to include “1972 Zoning Ordinance” after the listed zoning district.

North Existing Conditions Map (Sheet 3 of 17)

4. Zoning Checklist Notes:

a. Amend Note 4 to state the actual property PIN# that contains floodplain as opposed to stating “subject property”. Additionally, state that the property is located partially within the Floodplain Overlay District and subject to Revised 1993 Zoning Ordinance Section 4-1500.

b. Amend Note 7 to state “The majority of property PIN 034-38-9287 and all other properties lies within the Airport Impact (AI) Overlay District LDN-60 1 mile buffer overlay district and subject to Revised 1993 Zoning Ordinance Section 4-1400.” for consistency purposes, see Note 11.

c. Amend Note 9 to state “All of the properties…” as opposed to “The subject property…” for consistency purposes.

d. Amend Note 10 to state “All of the properties are located in the Route 28 Tax District and subject to Revised 1993 Zoning Ordinance Section 4-2200.”

e. Amend Note 11 to state “The majority of property PIN 034-38-9287 and all other properties lies within the Quarry Notification Overlay District and subject to Revised 1993 Zoning Ordinance Section 4-1800.

f. Remove Note 12. The listed properties are not located on this plan sheet. South Existing Conditions Map (Sheet 4 of 17)

5. Zoning Checklist Notes: a. Per Note 3, are the ZMAP 2016-0007 properties PIN# 035-45-7494 and 034-16-

0552 included in the wetland delineation? The note should clearly reference the wetland delineation for the ZMAP 2016-0006 and ZMAP 2016-0007 properties.

b. Amend Note 4 to state the actual properties PIN# that contains floodplain as opposed to stating “subject property”. Additionally, state that the properties are located partially within the Floodplain Overlay District and subject to Revised 1993 Zoning Ordinance Section 4-1500.

c. Per Note 5, are the ZMAP 2016-0007 properties PIN# 035-45-7494 and 034-16-0552 included in the archeological study? The note should clearly reference the archeological study for the ZMAP 2016-0006 and ZMAP 2016-0007 properties.


Page 3

d. Per Note 6, are there any burial sites located on ZMAP 2016-0007 properties PIN# 035-45-7494 and 034-16-0552? The note should clearly reference the existence/non-existence of burial sites archeological for ZMAP 2016-0006 and ZMAP 2016-0007 properties.

e. Amend Note 7 to state “The majority of property PIN 034-38-9287 and all other properties lies within the Airport Impact (AI) Overlay District LDN-60 1 mile buffer overlay district and subject to Revised 1993 Zoning Ordinance Section 4-1400.” for consistency purposes.

f. Amend Note 9 to state “All of the properties…” as opposed to “The subject property…” for consistency purposes.

g. Amend Note 10 to state “All of the ZMAP 2016-0006 & ZCPA 2016-0004 properties are located in the Route 28 Tax District and subject to Revised 1993 Zoning Ordinance Section 4-2200.”

h. Amend Note 11 to state “The majority of property PIN 034-38-9287 and all other ZMAP 2016-0006 & ZCPA 2016-0004 properties lies within the Quarry Notification Overlay District and subject to Revised 1993 Zoning Ordinance Section 4-1800.

i. Amend Note 12 to add “and subject to Revised 1993 Zoning Ordinance Section 5-1000” after “Horsepen Run”

Proposed Development Tabulations, Landbay Map & Zoning Districts (Sheet 7 of 17)

6. Proposed Development Tabulations: a. Amend Note 2 to state, “Refer to Zoning Ordinance Modification Matrix on Sheet

11.” b. Amend Note 3 to state, “SPEX 2102-0054 for fire and rescue station approved on

9/2/2015 with ZMAP 2012-0002.” c. Amend Note 4 to state, “SPMI 2015-0003 & SPMI 2015-0005 for public school

approved on 9/2/2015 with ZMAP 2012-0002.” d. Amend Note 5 to state, “SPEX 2102-0011 for automobile service station approved

on 9/2/2015 with ZMAP 2012-0002.”

7. Amend the information related to the all special and minor special exception applications and include approval dates, such as “Special Exception SPEX 2012-0054 for Fire & Rescue Station in Landbay A-2 approved on September 2, 2015. (See Sheet 12)”. Staff recommends providing a title to these approved special exceptions such as, “Special Exceptions Approved with ZMAP 2012-0002”.

North Concept Development Plan (Sheet 8 of 17)

8. Denote the location of the listed special exception applications 1, 2 and 3 on the concept development plan, consistent with Sheet 9.

9. Remove information regarding the listed special exception applications 4 and 5. These applications are not located on this plan sheet.

10. Zoning Notes: Amend the beginning of Note 9 to state, “The above three special exceptions…”


Page 4 South Concept Development Plan (Sheet 9 of 17)

11. Remove information regarding the listed special exception applications 1, 2 and 3. These applications are not located on this plan sheet.

12. Zoning Notes: Amend the beginning of Note 9 to state, “The above two special exceptions…”

Zoning Ordinance Modifications (Sheet 11 of 17)

13. Two modifications are being requested with this application: 1) the increase of the Town Center Core from 39 acres to 41 acres and 2) reduce the building setback to 16 feet in the PD-TC zoning district.

ZMAP 2016-0007 Concept Development Plan (Sheet 17 of 17)

14. The hatched area must be part of this application. Property that was part of the Concept Development Plan (CDP) of ZMAP 1987-0031 that is governed by the 1972 Zoning Ordinance is being removed. The loss of area under ZMAP 1987-0031 will decrease the floor area ration (FAR) and needs to be noted. Amend the CDP to reflect changes to ZMAP 1987-0031 CDP.

15. General Notes: a. Amend Note 1 to reference amendments to both ZMAP 2012-0002 and ZMAP

1987-0031. b. Amend the referenced Boundary Line Adjustment in Note 1 from “BLA 2015-0004”

to “BLAD 2016-0004”. c. Amend Note 2 to reference amendments to both ZMAP 2012-0002 and ZMAP

1987-0031. d. Amend Note 4 to include separate notes for each overlay district affecting both 1972

and Revised 1993 Zoning Ordinances and reference Zoning Ordinance section of overlay districts the properties are subject to.

e. Amend Note 5 to state proper application number ZMAP 2016-0006. f. Per Note 10, are the ZMAP 2016-0007 properties PIN# 035-45-7494 and 034-16-

0552 included in the archeological study? The note should clearly reference the archeological study for the ZMAP 2016-0006 and ZMAP 2016-0007 properties.

g. Per Note 11, are there any burial sites located on ZMAP 2016-0007 properties PIN# 035-45-7494 and 034-16-0552? The note should clearly reference the existence/non-existence of burial sites archeological for ZMAP 2016-0006 and ZMAP 2016-0007 properties.

h. Per Note 12, are the ZMAP 2016-0007 properties PIN# 035-45-7494 and 034-16-0552 included in the wetland delineation? The note should clearly reference the wetland delineation for the ZMAP 2016-0006 and ZMAP 2016-0007 properties.


Page 5 REQUESTED MODIFICATIONS

16. Section 4-805.F.3. The applicant proposes to decrease the building setback from 35 feet to 16 feet adjacent to non-residential districts, while maintaining the 35 feet setback for parking and outdoor storage and buffer/landscaping buffer of Section 5-1400. Zoning Staff cannot support the modification request at this time. No modifications shall be permitted which affect uses, density, or floor area ratio of the district. The applicant is proposing to increase the density in the two zoning districts that would be affected by the modification: PD-TC Fringe Landbay D-2 is increasing from 1,140 residential units to 1,215 and PD-TC Core Landbay D-1 is increasing from 500 residential units to 830. Furthermore, no modification will be granted for the primary purpose of achieving the maximum density on a site. The modification request does not demonstrate that the development will achieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purpose of the existing regulation. Additionally, no materials demonstrating how the modification will be used in the design of the project have been provided. Provide materials demonstrating that the proposed modification 1) does not affect uses, density and floor area ratio; 2) is not being requested for the primary purpose of achieving the maximum density on a site; and 3) will achieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purpose of the existing regulation. Additionally, it would be helpful if the applicant were to provide an area plan that highlights the request and demonstrates what the applicant has explained in their statement of justification. [§6-1217(A)(3) and 6-1217(A)(5)]

17. Section 4-807(A). ZMAP 2012-0002 approved an increase from the allowed 20 acre limit of the PD-TC-Core zoning district to 39 acres - 95% increase. The applicant is now proposing to further increase the PD-TC-Core zoning district from 39 acres to 41 acres. Staff cannot support the modification request at this time. With the exchange of property between Chantilly Crushed Stone and Dulles East, the Landbays of the proposed Waterside development can certainly be amended whereby the increase in acreage would occur in the PD-TC-Fringe, thereby not requiring a modification. No modifications shall be permitted which affect uses, density, or floor area ratio of the district. The applicant is proposing to increase the density in the PD-TC Core Landbay D-1 by increasing the residential units from 500 to 830. Furthermore, no modification will be granted for the primary purpose of achieving the maximum density on a site. The modification request does not demonstrate that the development will achieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purpose of the existing regulation. Additionally, no materials demonstrating how the modification will be used in the design of the project have been provided. Provide materials demonstrating that the proposed modification 1) does not affect uses, density and floor area ratio; 2) is not being requested for the primary purpose of achieving the maximum density on a site; and 3) will achieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purpose of the existing regulation. [§6-1217(A)(3) and 6-1217(A)(5)]

Section 6-1217(A)(3) No modification shall be approved unless the Board of Supervisors finds that such modification to the regulations Section 6-1217(A)(5) An application for modification shall include materials demonstrating how the modification will be used in the design of the project.


Page 6 STATEMENT OF JUSTIFICATION

Pursuant to Section 6-1210(E), the applicant shall address all the following in its statement of justification or plat unless not applicable.

Issues of Consideration Zoning Justification Concerns (1) Appropriateness of the proposed uses based

on the Comprehensive Plan, trends in growth and development, the current and future requirements of the community as to land for various purposes as determined by population and economic studies and other studies and the encouragement of the most appropriate use of land throughout the locality.

Issue is addressed in the Statement of Justification. Zoning will defer Statement of Justification comments regarding this issue to the Department of Planning and Zoning, Comprehensive Planning.

(2) The existing character and use of the subject property and suitability for various uses, compatibility with uses permitted and existing on other property in the immediate vicinity, and conservation of land values.

The applicant should expand the statement to address the suitability/compatibility of permitted and existing uses.

(3) Adequacy of sewer and water, transportation, and other infrastructure to serve the uses that would be permitted on the property if it were reclassified to a different zoning district.

Issue is addressed in the Statement of Justification. Zoning will defer Statement of Justification comments regarding this issue to the Department of Transportation and Capital Infrastructure.

(4) The requirements for airports, housing, schools, parks, playgrounds, recreational areas and other public services.

Issue is addressed in the Statement of Justification.

(5) Potential impacts on the environment or natural features including but not limited to wildlife habitat, wetlands, vegetation, water quality (including groundwater), topographic features, air quality, scenic, archaeological, and historic features, and agricultural and forestal lands and any proposed mitigation of those impacts.

Issue is addressed in the Statement of Justification. Zoning will defer Statement of Justification comments regarding this issue to the Environmental Review Team.

(6) The protection of life and property from impounding structure failures.

Issue is addressed in the Statement of Justification. Zoning will defer Statement of Justification comments regarding this issue to the Environmental Review Team.

County of Loudoun

Department of Transportation and Capital Infrastructure

MEMORANDUM

DATE: November 18, 2016 TO: Judi Birkitt, Project Manager Department of Planning and Zoning

FROM: Rory L. Toth, CZA/CTM, Senior Transportation Planner DTCI, Transportation Planning & Operations Division SUBJECT: ZMAP 2016-0006 & ZCPA 2016-0004 – Waterside Town Center ZMAP 2016-0007 – Waterside Dulles 2000 Second Referral Background This referral updates the status of comments noted in the first Department of Transportation and Capital Infrastructure (DTCI) referral on these applications dated August 19, 2016. These applications seek a Zoning Map Amendment (ZMAP 2016-0006) in order to rezone approximately 2.2 acres from the PD-RDP (Planned Development-Research and Development Park) zoning district under the 1972 Zoning Ordinance to the PD-TC (Planned Development-Town Center) zoning district under the Revised 1993 Zoning Ordinance (Zoning Ordinance) in order to construct add an additional 405 multi-family dwelling units to the Waterside development (ZMAP 2012-0006). The proposed 2.2 acres are being added to the land area already approved with the Waterside (ZMAP 2012-0006) application. In addition, the application also seeks approval of a Zoning Concept Plan Amendment (ZCPA) to amend the proffers and concept development plan (CDP) approved with ZMAP 2012-0006. Lastly, this application seeks approval of a Zoning Map Amendment (ZMAP 2016-0007) in order to rezone approximately 2.33 acres from the PD-TC zoning district to the PD-RDP zoning district under the Zoning Ordinance and exempt said acreage from the approved Waterside ZMAP 2012-0006. It is noted that an active boundary line adjustment application (BLAD 2016-0004) proposes a land swap that will increase 2.18 acres in the original Waterside development and remove 2.33 acres of land from the original Waterside development. The subject property is located south of Old Ox Road (VA Route 606) and is located on the east and west sides of Shaw Road (VA Route 636). The Waterside Town Center site would be served by the closest site driveways along the west side of Shaw Road, with “Road B” being a full-movement entrance and “Block O” limited to a right-in/right-out only entrance onto Shaw Road. It is noted that the Waterside Town Center TIS dated April 27, 2016, submitted at first referral, stated that the land area to be rezoned under ZMAP 2016-0007, i.e. the Waterside Dulles 2000 portion, will be submitted separately. It is noted that the Applicant provided a proposed trip generation for ZMAP 2016-0007 at second submission. It is further noted that the Applicant did not provide a revised proffer statement for the Waterside Dulles 2000 development. This update is based on DTCI review of materials received from the Department of Planning and Zoning on October 17, 2016, including (1) an information sheet, dated October 14, 2016; (2) Response Letter to DTCI First Referral Comments dated October 11, 2016; (3) a Statement of Justification (SOJ)

ZMAP 2016-0006 & ZCPA 2016-0004 – Waterside Town Center ZMAP 2016-0007 – Waterside Dulles 2000

DTCI Second Referral Comments November 18, 2016

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prepared by the Applicant, dated May 25, 2016, revised through October 11, 2016; (4) draft proffer statement for Waterside (including redline version), dated through May 25, 2016, revised through October 11, 2016; and (5) Draft Concept Development Plan (plan set), entitled “Waterside” and “Waterside Dulles 2000” prepared by Christopher Consultants, dated February 26, 2016, revised through October 11, 2016. Status of Transportation Comments and Recommendations Staff comments from the first DTCI referral dated August 19, 2016, as well as the Applicant’s responses (quoted directly from its October 11, 2016 response letter), and comment status are provided below. 1. Initial Staff Comment: (First Referral, August 19, 2016): DTCI notes that the TIS provided with this

application only analyzes the traffic impacts associated with ZMAP 2016-0006, Waterside Town Center. The TIS states that a separate traffic study will be prepared for the Dulles 2000 portion associated with ZMAP 2016-0007. The Applicant needs to provide a TIS for ZMAP 2016-0007 so that DTCI may review the transportation impacts associated with that portion of the development program. Applicant’s Response (October 11, 2016): A Traffic Impact Study, dated April 27, 2016, was submitted for the Waterside Town Center rezoning application (ZMAP 2016-0006) to evaluate the impacts associated with the proposed uses on the Waterside property after the land swap with Dulles 2000. To address the impacts associated with the land Dulles 2000 will be receiving, the Applicant has prepared the below separate traffic study for the Dulles 2000 rezoning portion (application ZMAP 2016-0007). Waterside is exchanging approximately 3 acres with the adjacent property, Dulles 2000, through a land swap. The land acquired by Waterside is being rezoned from PD-RDP to PD-TC, incorporated into the overall Waterside development and proposed for an additional 405 multi-family units. The land acquired by Dulles 2000 is being rezoned from PD-TC to PD-RDP, consistent with the rest of the Dulles 2000 site. The impacts associated with the additional 405 units were evaluated in the Waterside Town Center traffic impact study, while at the same time, the current by-right development for the entire Dulles 2000 site, prior to the land swap, (at 800,000 SF office/research and development uses) was included as background traffic in the traffic study. Hence, the Dulles 2000 property was studied at its full development potential, despite the overall size of the project reducing which would scale back the permitted density. Said another way, the site was accounted for. In reality, the land acquired by Dulles 2000 does not meet the 2-acre minimum lot size required by the PD-RDP zoning district and so cannot be developed as standalone projects, meaning any development there will be accompanied by its own traffic study. Additionally, the future owner of that land - Dulles East VIl, LLC - is currently preparing a zoning application that would incorporate the acreage subject to ZMAP 2016-0007 with the rest of its holdings into a comprehensive mixed-use development. Notwithstanding the above, a trip generation comparison is provided below to show that the land swap results in no new trips for the



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Dulles 2000 site. As shown in Table 1, if the current FAR approval on the site is applied to the newly obtained land, it results in the same trip generation before and after the land swap.

Table 1: Dulles 2000 Trip Generation

Comment Status: The Applicant has provided a trip generation at second referral and confirmed that the trips associated with the previously approved zoning approvals are included in Background traffic in the previous TIS submitted at first referral. The Applicant further confirmed that the land swap results in no new trips for the Dulles 2000 site. Therefore, this comment is addressed.

2. Initial Staff Comment: (First Referral, August 19, 2016): Regarding Shaw Road access, it is noted

that the Waterside Town Center TIS states that the land area to be rezoned under ZMAP 2016-0007, i.e. the Waterside Dulles 2000 portion, will be submitted separately. Therefore, it is unclear at this time where access points will be located for the Waterside Dulles 2000 site. Access to both the Waterside Town Center development and the Waterside Dulles 2000 development needs to be identified for the entirety of the proposed development along Shaw Road, and such access needs to meet VDOT spacing standards. It is noted that a meeting was held with adjacent property owners along Shaw Road in March 2015 prior to the approval of ZMAP 2012-0006 to ensure that access points along Shaw Road were acceptable to all impacted property owners. Explain and confirm that such mutually agreed access along Shaw Road is not adversely altered with this application. Applicant’s Response (October 11, 2016): Access to both the Waterside and Dulles 2000 applications were originally shown on ZMAP 2012-0006 and replicated on ZMAP 2016-0006. None of the mutually agreed upon access points have been altered with this application.



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Comment Status: The clarification needed to verify the proposed access points along Shaw Road was provided at second submission. Comment addressed.

3. Initial Staff Comment: (First Referral, August 19, 2016): DTCI notes that the phasing for the

proposed development needs to be consistent with the timing of proffered construction of Shaw Road per the previously approved Waterside development ZMAP 2012-0006. The proposed 405 multi-family units should not be occupied until Shaw Road is constructed as a four-lane roadway and open to traffic between Old Ox Road and Innovation Avenue. Applicant’s Response (October 11, 2016): The phasing has not changed. Shaw Road will be built as noted above prior to the occupancy of any development, residential or non-residential, south of Route 606. Comment Status: Comment addressed.

4. Initial Staff Comment: (First Referral, August 19, 2016): DTCI notes that the 405 multi-family units

proposed were not included in the previously approved Waterside application, were not part of the original TIS for the Waterside development and were not considered in the previous analysis which identifies needed mitigation measures. As this is a ZMAP and ZCPA application, there are roadway projects in the vicinity of this site where regional roadway contributions could be used to make improvements. Some of these projects in the vicinity of the site include widening sections of Old Ox Road that are not already accounted for in the original Waterside proffers and the planned bridge over the Dulles Toll Road, connecting Davis Drive in Loudoun County to Sunrise Valley Drive in Fairfax County. Therefore, DTCI recommends that the Applicant provide a regional road contribution of $6,000.00 per unit, consistent with other recent residential rezoning applications. DTCI notes this regional road contribution level is advisory only and not reflective of County policy at this time. Such contribution levels may be reviewed for possible adoption by the Board of Supervisors in the future. Applicant’s Response (October 11, 2016): Nearly $30 million in off-site road improvements were proffered with the original application for 2,595 units, which equates to $11,325 on a per unit basis for regional roads. This proffered amount equates to $9,796 per unit, with the addition of the 405 units. The proffered contribution far exceeds the requested contribution of $6,000 per unit. The Applicant has more than fulfilled its regional road responsibilities and no additional proffer amount is added. Comment Status: DTCI notes that the requested regional road contribution level is advisory only and not reflective of County policy at this time. Therefore, DTCI has no further comment on this matter.

5. Initial Staff Comment: (First Referral, August 19, 2016): DTCI recommends that the Applicant

commit to the same level of transit/shuttle service and TDM commitments agreed to with the previous Waterside ZMAP approval. Also, given the large increase in units within a town center environment, please clarify as to whether there are bus shelters in the vicinity of the proposed



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additional units as it is not clear from the previously approved design guidelines, as they are illustrative in nature. Applicant’s Response (October 11, 2016): The Applicant will extend its commitment to transit to the additional residential land bays. One additional bus shelter will be provided as referenced in Proffer 9.P.2. Comment Status: DTCI notes that Sheet 26 of the Design Guidelines approved with the Waterside application show “Proposed Transitway Stops.” The Applicant needs to demonstrate that the bus shelter proposed with these applications is included in the Design Guidelines document.

Conclusion Upon resolution of Comment 5 noted above, DTCI could support approval of these applications. DTCI staff is available to meet with the Applicant and discuss the comments noted in this referral. cc: Kathleen Leidich, AICP, Assistant Director, DTCI Lou Mosurak, AICP, Senior Coordinator, DTCI

County of Loudoun

Department of Transportation and Capital Infrastructure

MEMORANDUM

DATE: August 19, 2016 TO: Judi Birkitt, Project Manager Department of Planning and Zoning

FROM: Rory L. Toth, CZA/CTM, Senior Transportation Planner DTCI, Transportation Planning & Operations Division SUBJECT: ZMAP 2016-0006 & ZCPA 2016-0004 – Waterside Town Center ZMAP 2016-0007 – Waterside Dulles 2000 First Referral Background This application seeks approval of a Zoning Map Amendment (ZMAP 2016-0006) application in order to rezone approximately 2.2 acres from the PD-RDP (Planned Development-Research and Development Park) zoning district under the 1972 Zoning Ordinance to the PD-TC (Planned Development-Town Center) zoning district under the Revised 1993 Zoning Ordinance (Zoning Ordinance) in order to construct add an additional 405 multi-family dwelling units to the Waterside development (ZMAP 2012-0006). The proposed 2.2 acres are being added to the land area already approved with the Waterside (ZMAP 2012-0006) application. In addition, the application also seeks approval of a Zoning Concept Plan Amendment (ZCPA) to amend the proffers and concept development plan (CDP) approved with ZMAP 2012-0006. Lastly, this application seeks approval of a Zoning Map Amendment (ZMAP 2016-0007) in order to rezone approximately 2.33 acres from the PD-TC zoning district to the PD-RDP zoning district under the Zoning Ordinance and exempt said acreage from the approved Waterside ZMAP 2012-0006. It is noted that an active boundary line adjustment application (BLAD 2016-0004) proposes a land swap that will increase 2.18 acres in the original Waterside development and remove 2.33 acres of land from the original Waterside development. The subject property is located south of Old Ox Road (VA Route 606) and is located on the east and west sides of Shaw Road (VA Route 636). The Waterside Town Center site would be served by the closest site driveways along the west side of Shaw Road, with “Road B” being a full-movement entrance and “Block O” limited to a right-in/right-out only entrance onto Shaw Road. It is noted that the Waterside Town Center TIS states that the land area to be rezoned under ZMAP 2016-0007, i.e. the Waterside Dulles 2000 portion, will be submitted separately. Therefore, it is unclear at this time where access points will be located for the Waterside Dulles 2000 site. A vicinity map is provided as Attachment 1 (Figure 1), and the proposed site layout is shown on Attachment 2 (Figure 2). The Department of Transportation and Capital Infrastructure (DTCI) review of these applications is based on materials received from the Department of Planning and Zoning on June 6, 2016, including (1) an information sheet, dated June 6, 2016; (2) a Statement of Justification (SOJ) prepared by the


DTCI First Referral Comments August 19, 2016

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Applicant, dated May 25, 2016; (3) draft proffer statement for Waterside, revised through May 25, 2016 and draft proffer statement for Waterside Dulles 2000 dated June 1, 2016; (4) a Traffic Impact Study (TIS) entitled “Waterside Town Center,” prepared by Gorove/Slade Associates, Inc., dated April 27, 2016; and (5) Redline or blackline ZMAP Zoning Map Amendment Plat and ZCPA Zoning Concept Plan Amendment plat (plan set), entitled “Waterside” and “Waterside Dulles 2000” prepared by Christopher Consultants, dated February 26, 2016. Compliance with the Countywide Transportation Plan The subject property is located within the Suburban Policy Area (Sterling Community). The transportation network is specifically governed by the policies of Countywide Transportation Plan (2010 CTP), the Bicycle & Pedestrian Mobility Master Plan (2003 Bike & Ped Plan), as well as Chapter 9 of the Revised General Plan. DTCI’s assessment of the transportation network is based on review of existing, planned and programmed transportation facilities, review of the Applicant’s traffic study, and applicable County policies. Existing, Planned and Programmed Transportation Facilities Existing and planned roadways in the vicinity of the site are described below. Descriptions for planned conditions of CTP roads are taken from Appendix 1 of the 2010 CTP; descriptions of planned bicycle and pedestrian facilities on CTP roads are taken from Appendix 6 of the 2010 CTP and the 2003 Bike & Ped Plan. Sully Road (VA Route 28) is a six-lane divided (U6M) principal arterial roadway with grade-separated interchanges at numerous locations, including Old Ox Road (VA Route 606) and Innovation Avenue (VA Route 209). In its ultimate condition, the 2010 CTP calls for the segment of VA Route 28 south of VA Route 606 to be widened to a ten-lane divided (U10M) limited access roadway and the segment north of VA Route 606 to be widened to an eight-lane (U8M) limited access roadway. Various “hot-spot” improvements along VA Route 28 are under construction. Specifically, widening of the VA Route 28 bridges over the Dulles Toll Road to accommodate a fourth through lane in each direction is substantially complete, with funding provided through the Route 28 Tax District. Additionally, a fourth southbound lane between Sterling Boulevard and the Dulles Toll Road is under construction. According to 2015 Daily Traffic Volume Estimates from VDOT, the section of VA Route 28 from the Dulles Toll Road to Old Ox Road carries approximately 138,000 vehicles per day. Per Appendix 6 of the 2010 CTP, bicycle and pedestrian facilities are not envisioned on limited access roadways. However, these types of facilities are to be provided along other alternative alignments which serve the planned purpose. Shaw Road serves in this capacity as an alternate parallel road to VA Route 28 and is considered a “baseline connecting roadway” in the 2003 Bike & Ped Plan. The CDP approved with the original Waterside rezoning application commits to constructing a 10-foot wide trail along the east side and a sidewalk along the west side of Shaw Road at certain phases of development. Old Ox Road (VA Route 606) (segment between Pacific Boulevard and Shaw Road (VA Route 636)) is currently constructed as a major collector roadway and is built to its interim four-lane divided (U4M) condition. Left- and right-turn lanes from eastbound and westbound Old Ox Road onto Shaw Road are



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in place. A grade-separated interchange is in place at VA Route 28. Per the 2010 CTP, Old Ox Road, east of VA Route 28, is ultimately planned as a six-lane median divided roadway (U6M) within a 120-foot ROW. Additional ROW is necessary to accommodate the ultimate section east of Shaw Road. A traffic signal is currently in place at the intersection of Shaw Road and Old Ox Road. According to 2015 Daily Traffic Volume Estimates from VDOT, the section of Old Ox Road from VA Route 28 to Rock Hill Road carries approximately 40,000 vehicles per day. It is important to note that there are numerous approved rezonings in the vicinity of the site which provide for roadway improvements and contributions. There are multiple transportation proffer commitments made with the approved Waterside ZMAP 2012-0006 application. In particular, Proffer IX.A. 1 through 3 and Proffer X. B. and C commit to the widening of Route 606 and traffic signals at certain intersections into the Waterside development. Per ZMAP 2008-0018 Proffer VII.F.2, Dulles World Center is to construct a second west-bound left-turn lane on Old Ox Road at Shaw Road prior to that development’s second phase. Dulles World also proffered to provide fair-share regional road contributions and other regional roadway improvements in the area per Proffers VII.E.1 and VII.E.2. Gateway 2000 ZCPA 2006-0009/SPEX 2006-0024 Proffer V calls for the extension of the existing left-turn lane from westbound VA Route 606 to southbound VA Route 636 to meet current VDOT standards and to reconstruct the median nose on the eastern side of the VA Route 606/VA Route 636 intersection to meet VDOT standards. The proffered improvements associated with Gateway 2000 ZCPA 2006-0009/SPEX 2006-0024 are shown on CPAP 2008-0079. Old Ox Road is referenced in the 2003 Bike & Ped Plan as a “baseline connecting roadway” along which bicycle and pedestrian facilities are envisioned. The 2003 Bike & Ped Plan identifies the intersection of Old Ox Road and VA Route 28 as a “pedestrian improvement area.” Furthermore, Appendix 6 of the 2010 CTP calls for one 10-foot wide shared use path (within the ROW or within a 14-foot wide public access easement) along each side of planned six-lane roads. Currently, there is an existing sidewalk on the southern side and a shared use path on the northern side of Old Ox Road between Pacific Boulevard and Shaw Road. Shaw Road (VA Route 636) (segment south of VA Route 606) currently functions as a local secondary roadway serving non-residential uses (hotels, quarry and asphalt plant) south of Old Ox Road. Per the 2010 CTP, this segment of Shaw Road is to be extended south to Innovation Avenue as a four-lane undivided (U4) minor collector. There are no recent VDOT daily traffic volume counts available for this section of Shaw Road. Again, it is important to note that there are numerous rezoning applications in the vicinity of the site which provide for roadway improvements and contributions. In particular, there are multiple transportation proffer commitments made with the approved Waterside ZMAP 2012-0006 application. Proffer IX.C. 1 through 2 and Proffer X. D, E, F, and I commit to realigning Future Shaw Road south of the subject site and widen the roadway from two to four lanes. These proffers also commit to turn lanes and traffic signals at certain intersections along Shaw Road into the Waterside development. Per ZMAP 2008-0018 Proffer VII.D.2, Dulles World Center is responsible to construct a two-lane undivided section of Shaw Road from Old Ox Road to Realigned Innovation Avenue prior to the second phase of that development. Per ZMAP 2008-0018 Proffer VII.F.4, Dulles World Center is to adjust the signal timings at the Old Ox Road / Shaw Road intersection when warranted after the first phase of that development.



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Shaw Road is referenced in the 2003 Bike & Ped Plan as a “baseline connecting roadway” along which bicycle and pedestrian facilities are envisioned. Also, Appendix 6 of the 2010 CTP calls for one 10-foot wide shared use path (within the ROW or within a 14-foot public access easement) and one six-foot wide sidewalk along planned four-lane roads. Currently, there is a sidewalk on the west side of the existing section of Shaw Road south of Old Ox Road. The approved Waterside rezoning application proposes to construct a six-foot sidewalk along the west side of Shaw Road, including along the subject site frontage, and a 10-foot shared use path along the east side of Shaw Road south of Old Ox Road, consistent with 2010 CTP policies. Review of Applicant’s Traffic Impact Study The Applicant’s traffic impact study (TIS) analyzed the impacts of the proposed uses on the surrounding roadway network during the weekday AM Peak and PM Peak Hours. The TIS assumes site buildout in phases with Phase 1B in 2020, Phase II in 2025 and full build-out in 2030. The TIS did not provide an Existing 2016 Conditions analysis as the intersection listed below along Shaw Road have not been constructed at this time. However, the TIS analyzed Future Conditions without Development (Phase 1B 2020, Phase II 2025 and Full Build 2030), and Future Conditions with Development (Phase 1B 2020, Phase II 2025 and Full Build 2030). Intersection capacity analyses at the study area intersections were performed using Synchro (Version 8) software based on the Highway Capacity Manual (HCM 2000) data and methodology. The study area of the TIS included analysis of the following intersections.

• Shaw Road and Dulles 2000 Drive #2/Waterside Road C1 (Intersection 1) • Shaw Road and Dulles 2000 Drive #2 (Right-In/Right-Out Only) (Intersection 2) • Shaw Road and Waterside Road B (Intersection 3) • Shaw Road and Waterside Block O Entrance (Right-In/Right-Out Only) (Intersection 4)

Future Conditions Without Development (Phase 1B – 2020) Assumptions, Traffic Volumes, and LOS Analysis

The following proposed roadway improvements were assumed to be in place by background 2020 Phase 1B conditions.

• Innovation Avenue Improvements – grade separated interchange at Route 28 and Innovation Avenue; realignment of Innovation Avenue.

• Old Ox Road – widen from four-lanes to six-lanes along frontage of Waterside development. • Shaw Road Extension – extended between Old Ox Road and Innovation Avenue as a four-lane

divided roadway. • Shaw Road Traffic Signals – Proffered traffic signals are in place along Shaw Road at Road B

and at Road C1 when warranted.

The following developments, Dulles World, Dulles 2000, Gateway 2000 and Waterside Phase 1B, shown graphically in Attachment 3 (Figure 3), are included in the Background Conditions (2020). All



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of the trips from the background developments were added together in order to calculate Future Development without Development (2020) traffic volumes. Attachment 4 (Figure 4) shows the traffic volumes for Future Conditions Without Development (2020). Future Conditions without Development (2020) LOS is summarized in Table 1 of the TIS and shown graphically in Attachment 5 (Figure 5). All movements at the four identified intersections operate at an acceptable LOS (LOS D or better) during the AM and PM peak hours, with the exception of the eastbound and westbound movements at Intersection 3. However, this LOS will be mitigated and brought to an acceptable LOS with the installation of a traffic signal, when warranted, that is proffered as part of the previously approved Waterside application. Future Conditions Without Development (Phase II – 2025) Assumptions, Traffic Volumes, and LOS Analysis

No additional roadway improvements beyond those assumed in the Future without Development Phase 1B (2020) section of this referral were assumed to be in place. The following background developments, Dulles World (~85 percent build-out), Dulles 2000, Gateway 2000, Waterside Phase II, as shown previously in Attachment 3, are included in the Future Conditions without Development (2025). Total trips from the background developments were added together in order to calculate the Future without Development Phase II (2025) conditions. Attachment 6 (Figure 9) shows the traffic volumes for Future Conditions Without Development (2025). Future Conditions without Development (2025) LOS is summarized in Table 5 of the TIS and shown graphically in Attachment 7 (Figure 10). All movements at the four identified intersections operate at an acceptable LOS (LOS D or better) during the AM and PM peak hours, with the exception of the eastbound and westbound movements at Intersection 1. However, this LOS will be mitigated and brought to an acceptable LOS with the installation of a traffic signal, when warranted, that is proffered as part of the previously approved Waterside application. Future Conditions Without Development (Full Build – 2030) Assumptions, Traffic Volumes, and LOS Analysis

No additional roadway improvements beyond those assumed in the Future without Development Phase II (2025) section of this referral were assumed to be in place. The following background developments, Dulles World (Fully build-out), Dulles 2000, Gateway 2000, Waterside (Fully build out), are included in the Future Conditions without Development (2030). Total trips from the background developments were added together in order to calculate the Future without Development Full Build (2030) conditions. Attachment 8 (Figure 14) shows the traffic volumes for Future Conditions Without Development (2030). Future Conditions without Development (2030) LOS is summarized in Table 8 of the TIS and shown graphically in Attachment 9 (Figure 15). All movements at the four identified intersections operate at an acceptable LOS (LOS D or better) during the AM and PM peak hours assuming that traffic signals along Shaw Road at Intersections 1 and 3, when warranted, are installed, as were proffered with the previously approved Waterside application. Trip Generation The TIS divided the trip generation for the site into three phases: Phase 1B (2020), Phase II (2025) and Full Build (2030). As shown in Attachment 10 (Tables 2, 6 and 9), the proposal would add a total



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additional 405 multi-family dwelling units to the Waterside development. The Tables below summarize the trip generation by phase and also give a comparison of trips by existing uses approved with the original Waterside application versus the additional 405 multi-family dwelling units. During Phase 1B, the 405 additional dwelling units will generate 61 more trips during the AM peak hour, 74 more trips during the PM peak hour and a total of 1,164 more daily trips. During Phase II (2025), the 405 additional dwelling units will generate 56 more trips during the AM peak hour, 67 more trips during the PM peak hour and a total of 1,060 more daily trips. At Buildout (2030), the 405 additional dwelling units will generate 54 more trips during the AM peak hour, 64 more trips during the PM peak hour and a total of 1,082 more daily trips. The decrease in trips generated by the proposed 405 multifamily units over time is due to additional internal capture of trips within the adjacent development as a greater mix of uses come on line. As noted later in the Transportation Comments section of this referral, DTCI notes that the TIS provided with this application only analyses the traffic impacts associated with ZMAP 2016-0006, Waterside Town Center. The TIS states that a separate traffic study will be prepared for the Dulles 2000 portion associated with ZMAP 2016-0007. The Applicant needs to provide a TIS for ZMAP 2016-0007 so that DTCI may review the transportation impacts associated with this development. Trip Distribution and Assignment The TIS (Table 3 below) assumed a distribution of site-generated trips based on travel patterns in the area as shown below.

Table 3: Direction of Approach (Phase 1B 2020, Phase II 2025 and Buildout 2030) Road Name and Direction Direction of Approach

To and from the north along Shaw Road 60%

To and from the south along West Colonial Highway 40%

Total 100% Source: Gorove Slade Waterside Town Center TIS and DTCI For all phases analyzed, the TIS indicates that 60 percent of development site-generated trips would access the site to/from the north on Shaw Road and 40 percent to/from the south along Shaw Road. Based on this distribution, the resulting assignment of site-generated trips for each phase is shown in Attachment 11 (Figures 6, 11 and 16). Total Future With Development (Phase 1B – 2020) Assumptions, Traffic Volumes, and LOS Analysis Traffic Volumes and LOS Analysis

The 405 multi-family unit site trips were added to the Future without Development Volumes (2020) in order to calculate the Future with Development (2020) traffic volumes. Attachment 12 (Figure 7) shows the traffic volumes for Future Conditions With Development (2020). Future Conditions with Development (2020) LOS is summarized in Table 4 of the TIS and shown graphically in Attachment 13 (Figure 8). All movements at the four identified intersections operate at an acceptable LOS (LOS D



Page 7

or better) during the AM and PM peak hours, assuming the installation of a traffic signal at Intersection 3, when warranted, as was proffered as part of the previously approved Waterside application. Future Conditions With Development (Phase II – 2025) Assumptions, Traffic Volumes, and LOS Analysis

The 405 multi-family unit site trips were added to the Future without Development volumes (2025) in order to calculate the Future with Development (2025) traffic volumes. Attachment 14 (Figure 12) shows the traffic volumes for Future Conditions With Development (2025). Future Conditions with Development (2025) LOS is summarized in Table 7 of the TIS and shown graphically in Attachment 15 (Figure 13). All movements at the four identified intersections operate at an acceptable LOS (LOS D or better) during the AM and PM peak hours, assuming the installation of traffic signals at Intersections 1 and 3, when warranted, as was proffered as part of the previously approved Waterside application. Future Conditions With Development (Full Build – 2030) Assumptions, Traffic Volumes, and LOS Analysis

The 405 multi-family unit site trips were added to the Future without Development (2030) volumes in order to calculate the Future with Development (2030) traffic volumes. Attachment 16 (Figure 17) shows the traffic volumes for Future Conditions With Development (2030). Future Conditions with Development (2030) LOS is summarized in Table 10 of the TIS and shown graphically in Attachment 17 (Figure 18). All movements at the four identified intersections operate at an acceptable LOS (LOS D or better) during the AM and PM peak hours, assuming the installation of traffic signals at Intersections 1 and 3, when warranted, as was proffered as part of the previously approved Waterside application. Transportation Comments and Recommendations DTCI staff has reviewed the Applicant’s submitted materials and has the following comments and recommendations: 1. DTCI notes that the TIS provided with this application only analyzes the traffic impacts associated

with ZMAP 2016-0006, Waterside Town Center. The TIS states that a separate traffic study will be prepared for the Dulles 2000 portion associated with ZMAP 2016-0007. The Applicant needs to provide a TIS for ZMAP 2016-0007 so that DTCI may review the transportation impacts associated with that portion of the development program.

2. Regarding Shaw Road access, it is noted that the Waterside Town Center TIS states that the land area to be rezoned under ZMAP 2016-0007, i.e. the Waterside Dulles 2000 portion, will be submitted separately. Therefore, it is unclear at this time where access points will be located for the Waterside Dulles 2000 site. Access to both the Waterside Town Center development and the Waterside Dulles 2000 development needs to be identified for the entirety of the proposed development along Shaw Road, and such access needs to meet VDOT spacing standards. It is noted that a meeting was held with adjacent property owners along Shaw Road in March 2015 prior to the approval of ZMAP 2012-0006 to ensure that access points along Shaw Road were acceptable to all impacted property owners. Explain and confirm that such mutually agreed access along Shaw Road is not adversely altered with this application.



Page 8

3. DTCI notes that the phasing for the proposed development needs to be consistent with the timing of proffered construction of Shaw Road per the previously approved Waterside development ZMAP 2012-0006. The proposed 405 multi-family units should not be occupied until Shaw Road is constructed as a four-lane roadway and open to traffic between Old Ox Road and Innovation Avenue.

4. DTCI notes that the 405 multi-family units proposed were not included in the previously approved

Waterside application, were not part of the original TIS for the Waterside development and were not considered in the previous analysis which identifies needed mitigation measures. As this is a ZMAP and ZCPA application, there are roadway projects in the vicinity of this site where regional roadway contributions could be used to make improvements. Some of these projects in the vicinity of the site include widening sections of Old Ox Road that are not already accounted for in the original Waterside proffers and the planned bridge over the Dulles Toll Road, connecting Davis Drive in Loudoun County to Sunrise Valley Drive in Fairfax County. Therefore, DTCI recommends that the Applicant provide a regional road contribution of $6,000.00 per unit, consistent with other recent residential rezoning applications. DTCI notes this regional road contribution level is advisory only and not reflective of County policy at this time. Such contribution levels may be reviewed for possible adoption by the Board of Supervisors in the future.

5. DTCI recommends that the Applicant commit to the same level of transit/shuttle service and TDM

commitments agreed to with the previous Waterside ZMAP approval. Also, given the large increase in units within a town center environment, please clarify as to whether there are bus shelters in the vicinity of the proposed additional units as it is not clear from the previously approved design guidelines, as they are illustrative in nature.

Conclusion DTCI has no overall recommendation on these applications at this time. DTCI staff will provide a recommendation after it has reviewed the Applicant’s responses to the comments noted in this referral. Depending on the Applicant’s responses, DTCI may have additional comments. DTCI staff is available to meet with the Applicant and discuss the comments noted in this referral. ATTACHMENTS

1. Site Vicinity Map 2. Proposed Site Layout (TIS Figure 2) 3. Location of Background Developments (TIS Figure 3) 4. Future Conditions Without Development (2020) Lane Use & Volumes (TIS Figure 4) 5. Future Conditions Without Development (2020) LOS (TIS Figure 5) 6. Future Conditions Without Development (2025) Lane Use & Volumes (TIS Figure 9) 7. Future Conditions Without Development (2025) LOS (TIS Figure 10) 8. Future Conditions Without Development (2030) Lane Use & Volumes (TIS Figure 14) 9. Future Conditions Without Development (2030) LOS (TIS Figure 15)



Page 9

10. Trip Generation Tables for Phase IB (2020), Phase II (2025) and Buildout (2030) (TIS Tables 2,

6 and 9) 11. Site Generated Trip-Assignments (2020, 2025 and 2030) (TIS Figures 6, 11 and 16) 12. Future Conditions With Development (2020) Lane Use & Volumes (TIS Figure 7) 13. Future Conditions With Development (2020) LOS (TIS Figure 8) 14. Future Conditions With Development (2025) Lane Use & Volumes (TIS Figure 12) 15. Future Conditions With Development (2025) LOS (TIS Figure 13) 16. Future Conditions With Development (2030) Lane Use & Volumes (TIS Figure 17) 17. Future Conditions With Development (2030) LOS (TIS Figure 18)

cc: Kathleen Leidich, AICP, Assistant Director, DTCI Lou Mosurak, AICP, Senior Coordinator, DTCI

DEPARTMENT OF TRANSPORTATION 4975 Alliance Drive Fairfax, Va. 22030

August 4, 2016 Judi Birkitt, Project Manager County of Loudoun Department of Planning MSC 62 1 Harrison Street, S.E. P.O. Box 7000 Leesburg, Virginia 20177-7000 Re: Waterside Town Center, Waterside Dulles 2000 Loudoun County Application Numbers ZMAP 2016-0006, ZCPA 2016-0004, And ZMAP 2016-0007 Dear Ms. Birkitt:

We have reviewed the referenced applications and we offer the following comments.

1. The application should document that the proposed intersections and access points on Shaw Road and Davis Drive meet VDOT Minimum Spacing Standards per the VDOT Road Design Manual Appendix F.

If you have any questions please call me at (703) 259-2492.

Sincerely, Thomas B. Walker Land Use Engineer

CHARLES A. KILPATRICK, P.E. COMMISSIONER

From: Siebentritt, Heidi Sent: Wednesday, June 15, 2016 5:04 PM To: Birkitt, Judi <[email protected]> Cc: Griffiths, Joseph <[email protected]>; Garcia, Christopher <[email protected]>; Klusek, Richard <[email protected]> Subject: Waterdside Application Judi, Per our discussion, I have no referral comment on this application. The proffered interpretive signage has not changed since the last Waterside application submission. Thanks, Heidi Heidi E. Siebentritt Historic Preservation Planner, Community Information & Outreach Division LOUDOUN COUNTY DEPARTMENT OF PLANNING & ZONING 1 Harrison Street, S.E. 3rd Floor, Mail Stop #62 Leesburg, VA 20175 Direct: (703) 771-5115 Visit us on the Web at: https://www.loudoun.gov/planning

https://www.loudoun.gov/planning

COUNTY OF LOUDOUN DEPARTMENT OF BUILDING AND DEVELOPMENT REFERRAL MEMORANDUM

DATE: July 21, 2016 TO: Judi Birkitt, Project Manager FROM: Eric Jewell, Senior Planner, B&D Land Dev. Planning Division THROUGH: Scott Berger, Division Manager CASE NUMBER AND NAME: ZMAP-2016-0006, ZCPA-2016-0004 Waterside Town Center ZMAP-2016-0007 Waterside Dulles 2000 PLAN SUBMISSION NUMBER: 1st Submission This proposal requests a Zoning Concept Plan Amendment to amend the proffers and concept plan approved with ZMAP-2012-0006 (Waterside), a rezoning of 2.2 acres from the PD-RDP zoning district (under the 1972 Zoning Ordinance) to the PD-TC zoning district and a rezoning of 2.33 acres from the PD-TC zoning district to the PD-RDP zoning district). The 2.33 acres being rezoned to PD-RDP will be exempted from ZMAP-2012-0006 proffers. While we defer to the Department of Planning and Zoning regarding conformance of this proposal with General Plan policies and the Zoning Ordinance, we note the following: 1. The applicant’s Statement of Justification indicates that the 2.33 acres that will be rezoned to PD-

RDP and transferred to Dulles East VIII, LLC (Dulles East) will not be subject to any proffers and that “importantly, no buildings or development are proposed on the land being acquired by Dulles East and no proffers are being offered. Rather, that land would be further developed and zoned as part of a subsequent Dulles East zoning application.” However, staff questions what will prohibit or control development of that land until such time as the owner obtains additional zoning actions? It would appear that this land would be zoned PD-RDP with no restrictions (proffers), and as such, would be legally entitled to any and all development permitted by the PD-RDP district that would fit on the site (while meeting all ordinance requirements).

Thank you for the opportunity to review and comment on this application. Please feel free to contact me at (703) 777-0538 or [email protected] if you have any questions.


From: Zhu, Zhongqiang Sent: Tuesday, July 19, 2016 12:17 PM To: Birkitt, Judi <[email protected]> Cc: Cain, Bill <[email protected]> Subject: ZMAP-2016-0006 & ZCPA-2016-0004 WATERSIDE TOWN CENTER. ZMAP-2016-0007 WATERSIDE DULLES 2000 Hi Judi I have reviewed the applications of above. there are no floodplain associated with the project area of these application. Therefore, the Floodplain Management Team has no comments to offer at this time. Zhongqiang Zhu Water Resources Engineer **************************************************** Loudoun County Department of Building and Development, MSC 60 1 Harrison Street, SE, 3rd Floor PO Box 7000 Leesburg, VA 20177-7000 703.737.8082 [email protected]


Loudoun County, Virginia Department of Fire, Rescue and Emergency Management

801 Sycolin Road, Suite 200 Leesburg, VA 20175 Phone 703-777-0333 Fax 703-771-5359

Memorandum

To: Judi Birkitt, Project Manager From: Maria Figueroa Taylor, Fire-Rescue Planner Date: July 29, 2016 Subject: ZMAP 2016-0006 & ZCPA 2016-0004 Waterside Town Center

ZMAP 2012-0007 Waterside Dulles 2000 Thank you for the opportunity to review the above captioned application. The Fire-Rescue GIS and Mapping coordinator offered the following information regarding estimated response times:

PIN

Sterling, Station 11/15

Travel Time

034-16-0552

5 minutes, 12 seconds Travel times are determined using ESRI GIS network analyst along the county’s street centerline with distance and speed limit being the criteria. Travel time is reported in minutes and seconds. For the approximate response time two minutes is added for turnout time.

Approximate Response Time for Sterling, Station 11/15

7 minutes, 12 seconds

The Fire and Rescue Planning Staff (in agreement with the Fire Marshal’s office) is of the opinion that the submitted materials are not detailed enough to evaluate access and circulation of emergency vehicles. Staff respectfully requests an opportunity to review such details when available and offer comments and recommendations at that point.

c: Project file

Teamwork * Integrity * Professionalism * Service

July 7, 2016 MEMORANDUM TO: Judi Birkitt, MSC #60

Building and Development, Planning Division FROM: Joseph E. Lock MSC # 68

Rural Section Supervisor Division of Environmental Health

SUBJECT: ZMAP-2016-0006 & ZCPA-2016-0004 Waterside Town

Center, ZMAP-2016-0007 Waterside Dulles 2000

PIN: 035-47-1864, 034-26-8917, 034-16-0552, 035-45-7494 The above referenced project meets the requirements of Section 1245.10 of the LSDO for:

Yes No N/A a. Proposed Sewage Systems _ X___ b. Proposed Wells _X__ The locations on the plat, submitted by Christopher Consultants, dated February 26, 2016, are correct as shown: a. Wells (existing and proposed) ____ _X_ b. Sewage Systems ______ __X__ Health Department staff recommends: Approval X _ Denial __ Approval with conditions _ Items that are incorrect/deficient are listed on the attached page. Attachments Yes No X _ If further information or clarification on the above project is required, please contact me at (703)771-5800. JEL/JAB/jel C:ZMAPWatersideDulles2000.ZMAPReferral

COUNTY OF LOUDOUN PARKS, RECREATION AND COMMUNITY SERVICES

REFERRAL MEMORANDUM

To: Judi Birkitt, Project Manager, Planning Department (MSC #62) From: Mark A. Novak, Chief Park Planner, Facilities Planning and Development

(MSC #78) CC: Steve Torpy, Director

Karen Sheets, Deputy Director Jeremy Payne, Deputy Director Kristen Blaylock-Reed, Chairman, PROS Board, Dulles District Jim Bonfils, PROS Board, Broad Run District Kenya Savage, PROS Board, Chair At-Large Allison Tinney, Open Space Member At-Large Kelly Foltman, Open Space Member At-Large

Date: July 19, 2013 Subject: Waterside Town Center ZMAP 2016-0006, ZCPA 2016-0004 Waterside Dulles 2000 ZMAP 2016-0007 Election District: Broad Run Sub Planning Area: Sterling MCPI # 031-60-5520, 035-45-7494, 034-26-8917, 035-47-1864

BACKGROUND:

On 2015-09-02September 2, 2015, the Board of Supervisors approved ZMAP 2012-0006 a 3.8 million square feet of non-residential development and 2,595 residential units strategically located throughout six zoning districts. Development at Waterside is predicated on the Applicant completing significant transportation linkages, including the widening of Route 606, the extension of Davis Drive, both north and south of Route 606, and the realignment and construction of Shaw Road to connect Route 606 with Innovation Avenue. The proposed Waterside Town Center application facilitates the land swap that was discussed as part of the original Waterside rezoning. The applicant is proposing a Zoning Map Amendment ZMAP-2016-0006 to rezone approximately 2.2 acres from the PD-RDP zoning district under the 1972 Zoning Ordinance to the PD-TC zoning district. Property being added to the approved Waterside ZMAP-2012-0006 application area. A Zoning Map Amendment ZMAP-2016-0007 to rezone approximately 2.33 acres from the PD-TC zoning district to the PD-RDP zoning district under the Revised 1993 Zoning Ordinance and exempt that acreage from the approved Waterside

Waterside Town Center ZMAP 2016-0005, ZCPA 2016-0004 Water Dulles 2000 ZMAP 2016-0007 July 19, 2016 Page 2 of 2 ZMAP-2012-0006 proffers. A Zoning Concept Plan Amendment to amend the proffers and concept development plan approved with ZMAP-2012-0006 Waterside.

LOCATION MAP

COMMENTS/CONCLUSION: PRCS has reviewed the referenced application and has no issues with the application as presented. However, staff defers to Planning and Zoning for additional comments. If you have any questions or concerns regarding these comments, please do not hesitate to contact me at 703-737-8992 or [email protected].

Fairfax County

Approved ZMAP 2012-0006

ZMAP 2016-0005 ZMAP 2016-0007 ZCPA 2016-0004


12/28/2017

Loudoun County Public SchoolsDivision of Planning Services

Project Assessment

Project Name: ZMAP-2016-0006 & ZCPA-2016-0004, Waterside Town Center

Housing Units

Elementary School Student

Generation

Middle School Student

Generation

High School Student

Generation

Student Generation

Total

Single Family Detached (SFD) 0.81 0 0 0 0 0

Single Family Attached (SFA) 0.57 0 0 0 0 0

Multifamily (MF) 0.28 305 39 20 26 85

Total Students 39 20 26 85

Capital Costs

Elementary School Cost

(FY 2018 CIP)

Middle School Cost

(FY 2018 CIP)

High School Cost

(FY 2018 CIP)Total Capital Expenditure

School Cost $39,980,000 $66,705,000 $125,540,000

Capacity 937 1350 1800

Per Pupil Cost $42,668 $49,411 $69,744

Project's Capital Costs $1,664,055 $988,222 $1,813,356 $4,465,633

Annual Operational Costs

FY 2018 Adopted

Per Pupil Cost

Student Generation

Total

Annual Operational

Costs

$13,688 85 $1,163,480

School Facility Information

Elementary

School (Grades K-5)

Middle School (Grades 6-8)

High School (Grades 9-12)

2017-18 School Attendance Zone Forest Grove Sterling Park View

September 29, 2017 Student Enrollment 585 1011 1520

2017-18 Base Building Capacity 697 1339 1601

Loudoun County Public Schools Student Generation Factors, 2017

* To relieve current and projected student enrollment in the Dulles South area, additional elementary and secondary schools are planned and/or under

construction.

ELEMENTARY & SECONDARY SCHOOL SUMMARY: EASTERN LOUDOUN

General Planning District Description

North/East of Route 28 (Sully Road), South of the Potomac River, West of Fairfax County

FY 2019-FY 2024 CIP PLANNING PERIOD

2017-18 29-Sep-17 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24

BASE ACTUAL PROJECTION PROJECTION PROJECTION PROJECTION PROJECTION PROJECTION

ELEMENTARY SCHOOL CAPACITY ENROLLMENT ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE

ALGONKIAN ES 674 488 473 201 70% 472 202 70% 493 181 73% 497 177 74% 499 175 74% 516 158 77%

COUNTRYSIDE ES 812 758 765 47 94% 760 52 94% 777 35 96% 762 50 94% 778 34 96% 797 15 98%

FOREST GROVE ES 697 585 578 119 83% 575 122 82% 581 116 83% 594 103 85% 604 93 87% 615 82 88%

GUILFORD ES 651 596 585 66 90% 583 68 90% 580 71 89% 580 71 89% 593 58 91% 601 50 92%

HORIZON ES 812 681 669 143 82% 645 167 79% 631 181 78% 647 165 80% 662 150 82% 673 139 83%

LOWES ISLAND ES 697 652 634 63 91% 641 56 92% 644 53 92% 656 41 94% 670 27 96% 676 21 97%

MEADOWLAND ES 559 458 442 117 79% 432 127 77% 435 124 78% 439 120 79% 453 106 81% 461 98 82%

POTOWMACK ES 697 609 594 103 85% 596 101 86% 591 106 85% 617 80 89% 629 68 90% 641 56 92%

ROLLING RIDGE ES 733 643 636 97 87% 635 98 87% 630 103 86% 631 102 86% 642 91 88% 650 83 89%

STERLING ES 628 471 483 145 77% 494 134 79% 499 129 79% 525 103 84% 541 87 86% 566 62 90%

SUGARLAND ES 733 581 580 153 79% 569 164 78% 554 179 76% 557 176 76% 562 171 77% 578 155 79%

SULLY ES 651 485 479 172 74% 462 189 71% 461 190 71% 454 197 70% 464 187 71% 475 176 73%

8344 7007 6918 1426 6864 1480 6876 1468 6959 1385 7097 1247 7249 1095


2017-18 29-Sep-17 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24


MIDDLE SCHOOL CAPACITY ENROLLMENT ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE

RIVER BEND MS 1208 1225 1240 (32) 103% 1290 (82) 107% 1284 (76) 106% 1288 (80) 107% 1240 (32) 103% 1248 (40) 103%

SENECA RIDGE MS 1301 1009 1021 280 78% 1031 270 79% 1084 217 83% 1033 268 79% 968 333 74% 928 373 71%

STERLING MS 1339 1011 1037 302 77% 1063 276 79% 1110 229 83% 1137 202 85% 1184 155 88% 1168 171 87%

3848 3245 3298 550 3384 464 3478 370 3458 390 3392 456 3344 504


2017-18 29-Sep-17 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24


HIGH SCHOOL CAPACITY ENROLLMENT ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE ENROLL SPACE UTILIZE

DOMINION HS A

1402 1583 1546 (144) 110% 1533 35 98% 1444 124 92% 1434 134 91% 1447 121 92% 1457 111 93%

PARK VIEW HS 1601 1520 1455 146 91% 1478 123 92% 1466 135 92% 1502 99 94% 1564 37 98% 1627 (26) 102%

POTOMAC FALLS HS B

1565 1670 1663 (98) 106% 1651 (86) 105% 1643 (78) 105% 1687 (122) 108% 1736 (171) 111% 1784 (219) 114%

4568 4773 4664 (96) 4662 72 4553 181 4623 111 4747 (13) 4869 (135)

A - WITH THE OPENING OF THE ACADEMIES OF LOUDOUN (2018-19 SCHOOL YEAR), THE ACADEMY OF SCIENCE (AOS) PROGRAM WILL BE RELOCATED FROM DOMINION HS TO THE

ACADEMIES OF LOUDOUN FACILITY. THE CLASSROOMS CURRENTLY UTILIZED FOR AOS WILL BE RETURNED FOR USE BY DOMINION HS. A MILITARY SCIENCE PROGRAM WILL BEGIN

AT DOMINION HS IN FALL 2019 (2019-20 SCHOOL YEAR); ANTICIPATED CAPACITY FOR DOMINION HS IN FALL 2019 WILL BE 1568.

B - THE 2017-18 BASE CAPACITY FOR POTOMAC FALLS HS REFLECTS TWO (2) MODULAR CLASSROOMS ON SITE; WITHOUT THE MODULAR CLASSROOMS, CAPACITY AT POTOMAC

FALLS HS WOULD BE 1524.

SCHOOL BOARD ADOPTED FY 2019 - FY 2024 CAPITAL BUDGETS NOVEMBER 28, 2017

July 18, 2016 Ms. Judy Birkitt Department of Planning 1 Harrison Street, S.E. P. O. Box 7000 Leesburg, Virginia 20177-7000 Re: ZMAP-2016-0006 & ZCPA-2016-0004; Waterside Town Center ZMAP-2016-0007; Waterside Dulles 2000 Dear Ms. Birkitt: Loudoun Water has reviewed the referenced referral application. Public water and sanitary sewer service could be provided to this site through extension of existing facilities. We recommend that the applicant work with Loudoun Water to determine a phasing of the project that will accommodate current sewer capacity constraint, and allow for the modification of existing agreement between Loudoun Water and Fairfax County, which must occur prior to the project’s build out. Should offsite easements be required to extend public water and/or sanitary sewer to this site, the applicant shall be responsible for acquiring such easements and dedicating them to the Authority at no cost the Authority. Public water and sanitary sewer service would be contingent upon the developer’s compliance with the Authority’s Statement of Policy; Rates, Rules and Regulations; and Design Standards. Sincerely,

Julie Atwell Engineering Administrative Specialist

From: Hoddinott, George Sent: Monday, September 19, 2016 10:27 AM To: Birkitt, Judi <[email protected]> Cc: David, James <[email protected]> Subject: DED Referral for Waterside DED has reviewed the above the application to rezone 2.2 acres to PD-TC. We do not have any comments at this time and do not plan on submitting a referral response. Please let me know if you need anything further as the application is processed. Thanks, George Hoddinott, CZO, Development Process Manager 703-737-8274(o) Loudoun County, Virginia Economic Development #1 in new business investment in Virginia – SmartAsset, 2015 & 2016 Biz.Loudoun.gov | LoudounFarms.org | LoudounSourceLink.org | Facebook | Twitter JUST A REMINDER THAT WE HAVE MOVED TO OUR NEW LOCATION. 43777 Central Station Drive, Suite 300 Ashburn, VA 20147

http://biz.loudoun.gov/

http://loudounfarms.org/

http://loudounsourcelink.org/

https://www.facebook.com/LoudounEconomicDevelopment

https://twitter.com/LoudounBiz

Elizabeth M. Gilleran Director of Community Development T (703) 787-7380 F (703) 481-5280 [email protected]

TOWN COUNCIL Lisa C. Merkel, Mayor Jennifer Baker, Vice Mayor David A. Kirby Steven Lee Mitchell Sheila A. Olem Jasbinder Singh Grace Han Wolf

777 Lynn Street, Herndon, VA 20170-4602 | P.O. Box 427, Herndon, VA 20172-0427

herndon-va.gov

July 18, 2016

By electronic mail: [email protected]

Ms. Judi Birkitt Project Manager Loudoun County Department of Planning and Zoning P. O. Box 7000 Leesburg, VA 20177-7000 RE: ZMAP-2016-0006 & ZCPA-2016-0004 Waterside Town Center

ZMAP-2016-0007 Waterside Dulles 2000 Dear Ms. Burkitt: Thank you for the memorandum seeking Town of Herndon review of the proposed amendment to the Waterside zoning map amendment. I understand the application is necessitated by a land swap along Shaw Road and it would add 2.18 acres to the original Waterside application area and remove 2.33 acres of land. An additional 405 dwelling units are proposed for Waterside which already is approved for 2,595 residential units. The applicant requests a modification to allow the maximum size of the Town Center Core to be increased from the previously approved 39 acres to 41 acres, even though the overall size of the PD-TC district does not grow. In previous correspondence from the Town of Herndon about the Waterside development, many concerns were raised. While 405 dwellings may seem a negligible increase to Loudoun County officials when compared to a total of 3,000 dwellings, the Town of Herndon remains concerned about impacts that are not confined to the development or to Loudoun County. For example, the traffic impact study does not account for the intersection of Shaw Road at Sterling Road (Route 606). Apparently, the applicant was not required to examine the impact of the proposed new residences on that intersection. A traffic study dated February 17, 2015, for a previous application by Waterside indicated that intersections at Shaw Road and Davis Drive on Old Ox Road would operate at low, though acceptable, levels of service (LOS E in the PM peak at Old Ox Road and Shaw Road, and LOS D at Old Ox Road and Davis Drive). The town staff inquires whether or not the levels of service on Old Ox Road would remain the same with the 405 additional dwellings proposed in the current application. Another question involves the assertion in the applicant’s Statement of Justification that “public amenities provided with the original Waterside rezoning will more than serve the additional units proposed here.” As stated previously, many Loudoun residents participate in Town of Herndon organized recreation activities. While those residents do pay a fee, the fee does not cover the complete


Judi Birkitt July 18, 2016 Page 2

777 Lynn Street, Herndon, VA 20170-4602 | P.O. Box 427, Herndon, VA 20172-0427

herndon-va.gov

cost of providing the activities and facilities and Herndon taxpayers subsidize recreation programs enjoyed by residents who do not live in the town. Nearly 65% of Herndon Community Center users are from outside the Town. Facilities like athletic fields and the indoor pool are already at capacity daily during peak hours. An appropriately sized park developed in the Waterside area with both active and passive uses would be invaluable to those residents and would help divert some demand from Loudoun County residents for Herndon’s facilities. Finally, the town repeats its request that the applicant avoid routing, during construction of the three phases of Waterside construction, vehicles having a registered gross weight in excess of 7,500 pounds and destined for or leaving the development site through the Town of Herndon. The town experiences dump truck traffic on a regular basis, and the applicant’s assertion with previous applications that no Waterside construction traffic would need to use town streets does not match our daily observations of commercial traffic. Sincerely, Elizabeth M. Gilleran, Director of Community Development Cc: Cindy Roeder, Director of Parks and Recreation

Dana Heiberg, Senior Planner Kay Robertson, Senior Projects Planner

CooleyMolly M. Novotny+1 703 456 [email protected]

January 11, 2017

Judi BirkittLoudoun CountyDepartment of Planning and Zoning1 Harrison Street, SELeesburg, Virginia 20175

Re: Response 2"d Submission Referral CommentsWaterside Town Center ZMAP 2016-0006 and ZCPA 2016-0004,Waterside Dulles East ZMAP 2016-0007

Dear Judi:

On behalf of Chantilly Crushed Stone (the "Applicant'), I write to respond to the comments we havereceived to date on the Waterside application. Each comment is repeated below in italics, followedimmediately by our responses.

Because the boundary line adjustment between the Applicant and Dulles East VIII, LLC has been

recorded, this submission reflects the new parcel lines. Therefore, Dulles East VIII, LLC no longerowns any land being zoned to the PD-TC district and the Applicant no longer owns any land being zonedto the PD-RDP district. To clarify things moving forward and to ensure the Waterside proffers only applyto land owned by the Applicant, we have separated the applications. What was Sheet 17 is now Sheet 1of ZMAP-2016-0007. We have updated all ownership information.

Following discussion with Staff we believe these applications are ready for public hearing and requestthey be placed on the February 28, 2017, Planning Commission calendar.

Loudoun County Department of Planning and Zonins~ (November 16, 2016)

Comment 1. Staff has no further comments re/ated to ZMAP 2016-00062CPA 2016-0004 ConceptDevelopment Plan or ZMAP 2016-0007 Concept Development Plan.

Response: Comment appreciated and acknowledged.

Loudoun County Department of Transportation (November 18. 2016)

Comment 1. The Applicant has provided a trip generation at second referral and confirmed that thetrips associated with the previously approved zoning approvals are included in Background traffic in theprevious TIS submitted at first referral. The Applicant further confirmed that the land swap results in nonew trips for the Dulles 2000 site. Therefore, this comment is addressed.


Comment 2. The clarification needed to verify the proposed access points along Shaw Road wasprovided at second submission. Comment addressed.

Cooley LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 20190-5656

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CooleyJudi BirkittJanuary 11, 2017Page Two


Comment 3. Comment addressed.


Comment 4. DTCI notes that the requested regional road contribution level is advisory only and notreflective of County policy at this time. Therefore, DTCI has no further comment on this matter.

Response: Comment acknowledged.

Comment 5. DTCI notes that Sheet 26 of the Design Guidelines approved with the Watersideapplication show "Proposed Transitway Stops." The Applicant needs to demonstrate that the bus shelterproposed with these applications is included in the Design Guidelines document.

Response: The Design Guidelines have been updated to incorporate the proposed bus shelter, asrequested. For your reference, please find attached the revised Design Guidelines.

Sincerely,

Molly . Novot


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CooleyMolly M. Novotny+1 703 456 8105m [email protected]

October 11, 2016

Judi BirkittLoudoun CountyDepartment of Planning and Zoning1 Harrison Street, SELeesburg, Virginia 20175

Re: Waterside Town Center ZMAP 2016-0006, ZCPA 2016-0004, Waterside Dulles 2000 ZMAP2016-0007 - Response to Staff Comments

Dear Judi:

On behalf of Chantilly Crushed Stone (the "Applicant"), I write to respond to the comments we havereceived to date on the Waterside application. Each comment is repeated below in italics, followedimmediately by our responses.

Loudoun County Department of Planning and Zoning (Dated August 3, 2016)

CONCEPT DEVELOPMENT PLAN

Cover sheet (Sheet 1 of 17)

Comment 1. Include ZMAP 2016-0007, Waterside Dulles 2000, in the title and plan sheets. The twoapplications are running concurrently and ZMAP 2076-0007 is a listed plan sheet (Sheet Index 17).

Response: The plan sheets have been updated to include ZMAP 2016-0007, Waterside Dulles 2000.Because Sheet 17 is not subject to the Waterside proffers nor related to the CDP proffer sheet, the Applicantbelieves it is cleanest to keep that application number out of the title block.

Comment 2. Amend Sheet Index to clearly demonstrate the plan sheets related to ZMAP 2076-0006 &ZCPA 2016-0004, Waterside Town Center, and the plan sheets related to ZMAP 2076-0007, WatersideDulles 2000.

Response: A note has been added to the sheet index that clearly demonstrates the plan sheets related toZMAP 2016-0006 and ZCPA 2016-0004 -- Waterside Town Center -- and the plan sheets related to ZMAP2016-0007 —Waterside Dulles 2000. For reference, plan sheets 1-16 correspond to ZMAP 2016-0006 andZCPA 2016-0004 and plan sheet 17 corresponds to ZMAP 2016-0007.

Vicinity Map (Sheet 2 of 17)

Comment 3. General Nofes:

Cooley LLP Orie Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 20190-5656

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a. Amend Sheet Index to clearly demonstrate the plan sheets related to ZMAP 2076-0006 & ZCPA2076-0004, Waterside Town Center, and the plan sheets related to ZMAP 2016-0007, WatersideDulles 2000.

b. Amend Zoning District column for properties PIN# 035-45-7494 and 034-16-0552 to include "1972Zoning Ordinance" after the listed zoning district.

Response: Comment 3.a. Sheets 1 and 2 have been updated as requested.

Comment 3.b. The Zoning District column on Sheet 2 has been updated for PINNumbers 035-45-7494 and 034-16-0552 to include "1972 Zoning Ordinance" asrequested.

North Existing Conditions Map (Sheet 3 of 17)

Comment 4. Zoning Checklist Notes:

a. Amend Note 4 to state the actual property PIN# that contains floodplain as opposed to stating"subject property". Additionally, state that the property is located partially within the FloodplainOverlay District and subject to Revised 1993 Zoning Ordinance Section 4-7500.

b. Amend Note 7 to state "The majority of property PIN 034-38-9287 and all other properties lies withinthe Airport Impact (AI) Overlay District LDN-60 7 mile buffer overlay district and subject to Revised1993 Zoning Ordinance Section 4-1400."for consistency purposes, see Note 11.

c. Amend Note 9 to state "All of the properties..." as opposed to "The subject property..." forconsistency purposes.

d. Amend Note 70 to state ̀ All of the properties are located in the Route 28 Tax District and subject toRevised 7993 Zoning Ordinance Section 4-2200."

e. Amend (Vote 11 to state "The majority of property PlN 034-38-9287 and all other properties lies withinthe Quarry Notification Overlay District and subject to Revised 1993 Zoning Ordinance Section 4-1800.

f. Remove Note 72. The listed properties are not located on this plan sheet.

Response: Plan Sheet 3 has been updated as requested above.

South Existing Conditions Map (Sheet 4 of 17)

Comment 5. Zoning Checklist Notes:

a. Per Note 3, are the ZMAP 2076-0007 properties PIN# 035-45-7494 and 034-16-0552 included inthe wetland delineation? The note should clearly reference the wetland delineation for the ZMAP2016-0006 and ZMAP 2016-0007 properties.

b. Amend Note 4 to state the actual properties PIN# that contains floodplain as opposed fo stating"subject property". Additionally, state that the properties are located partially within the FloodplainOverlay District and subject to Revised 1993 Zoning Ordinance Section 4-1500.


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c. Per Note 5, are the ZMAP 2076-0007 properties PIN# 035-45-7494 and 034-16-0552 included inthe archeological study? The note should clearly reference the archeological study for the ZMAP2016-0006 and ZMAP 2076-0007 properties.

d. Per Note 6, are there any burial sites located on ZMAP 2076-0007 properties PIN# 035-45-7494and 034-16-0552? The note should clearly reference the existence/non-existence of burial sitesarcheological for ZMAP 2076-0006 and ZMAP 2076-0007 properties.

e. Amend Note 7 to state "The majority of property PIN 034-38-9287 and al! other properties lies withinthe Airport Impact (AI) Overlay District LDN-60 1 mile buffer overlay district and subject to Revised7993 Zoning Ordinance Section 4-1400. "for consistency purposes.

f. Amend Note 9 to state "All of the properties..." as opposed to "The subjecf property..." forconsistency purposes.

g. Amend Note 10 to state ̀ All of the ZMAP 2016-0006 & ZCPA 2016-0004 properties are located inthe Route 28 Tax District and subject to Revised 7993 Zoning Ordinance Section 4-2200."

h. Amend Note 71 to state "The majority of property PIN 034-38-9287 and all other ZMAP 2076-0006& ZCPA 2016-0004 properties lies within the Quarry Notification Overlay District and subject foRevised 7993 Zoning Ordinance Section 4-7800.

i. Amend Note 72 to add "and subject to Revised 1993 Zoning Ordinance Section 5-1000" after"Horsepen Run."

Response: The referenced PINS were included in the wetland delineation and are now referenced inrespective notes on sheets 4 and 17. Note 10 has been updated to read "All of the properties requestingrezoning are located in the Route 28 Tax District". The land being added from Dulles 2000 is zoned per the1972 Zoning Ordinance. The notes have been revised to indicate that the land subject to ZMAP 2012-0006is governed by the Revised 1993 Zoning Ordinance. All of the additional comments have been addressed onthe plan sheets as requested above.

Proposed Development Tabulations, Larsdbay Map 8~ Zoning Districts (Sheet 7 of 17)

Comment 6. Proposed Development Tabulations:

a. Amend Note 2 to state, "Refer to Zoning Ordinance Modification Matrix on Sheet 71."

b. Amend Note 3 to state, "SPEX 2012-0054 for fire and rescue station approved on 9/2/2075 withZMAP 2012-0002. "

c. Amend Note 4 to state, "SPMI 2015-0003 & SPM12015-0005 for public school approved on 9/2/2015with ZMAP 2072-0002."

d. Amend Note 5 to state, "SPEX 2012-0071 for automobile service station approved on 9/2/2015 withZMAP 2072-0002."

Response: Plan Sheet 6 has been updated as requested with the exception of Notes 4 and 5. Theappropriate ZMAP reference for Notes 4 and 5 is ZMAP 2012-0006, which is indicated.


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Comment 7. Amend the information related to all the special and minor special exception applications andinclude approval dates, such as "Special Exception SPEX 2012-0054 for Fire &Rescue Station in LandbayA-2 approved on September 2, 2015. (See Sheet 72)". Staff recommends providing a title to these approvedspecial exceptions such as, "Special Exceptions Approved with ZMAP 2012-0002."

Response: Sheet 7 has been updated with a listing of the "Special Exceptions Approved with ZMAP 2012-0006". ZMAP 2012-0002 is not related to Waterside.

North Concept Development Plan (Sheet 8 of 17)

Comment 8. Denote the location of the listed special exception applications 7, 2 and 3 on the conceptdevelopment plan, consistent with Sheet 9.

Response: Sheet 8 has been updated to denote the location of the listed special exception applications 1, 2and 3 for consistency with Sheet 9.

Comment 9. Remove information regarding the listed special exception applications 4 and 5. Theseapplications are not located on this plan sheet.

Response: The information regarding special exception applications 4 and 5 have been removed from PlanSheet 8.

Comment 10. Zoning Notes: Amend the beginning of Note 9 to state, "The above three special exceptions..."

Response: Note 9 has been amended on Sheet 8 as requested.

South Concept Development Plan (Sheet 9 of 17)

Comment 11. Remove information regarding the listed special exception applications 7, 2 and 3. Theseapplications are not located on this plan sheet.

Response: The information regarding the listed special exception applications 1 and 2 have been deletedfrom Plan Sheet 9 as requested. However, special exception application 3 is shown on the top of Plan Sheet9, so we have not removed the information regarding that special exception.

Comment 12. Zoning Notes: Amend the beginning of Note 9 to state, "the above two special exceptions..."

Response: Note 9 on Plan Sheet 9 has been amended to read, "the above three special exceptions..."rather than the requested change. Plan Sheet 9 does illustrate three special exception applications: specialexception applications 3, 4 and 5.

Zoning Ordinance Modifications (Sheet 11 of 17)

Comment 73. Two modifications are being requested with this application: 7) the increase of the TownCenter Core from 39 acres to 47 acres and 2) to reduce the building setback to 16 feet in the PD-TC zoningdistrict.

Response: A note has been added to Plan Sheet 11 beneath the "Zoning Modification Matrix" that lists thetwo modifications that are being requested with this application.


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ZMAP 2016-0007 Concept Development Plan (Sheet 77 of 17)

Comment 14. The hatched area musf be part of this application. Property that was part of the ConceptDeve%pment Plan (CDP) of ZMAP 1987-0031 that is governed by the 1972 Zoning Ordinance is beingremoved. The loss of area under ZMAP 1987-0037 will decrease the floor area ration (FAR) and needs to benoted. Amend the CDP to reflect changes to ZMAP 1987-0037 CDP.

Response: Acreage from the original ZMAP 1987-0031 can be removed without needing to amend thatoriginal application. Portions of parent parcels are subdivided and regularly rezoned or developed outside ofthe original approval. Additionally, the BLA that is currently processing will add a similar acreage as to whatis being removed back to the original PIN numbers included with ZMAP 1987-0031, thereby only negligibly,changing the acreage. The parcels that will remain subject to ZMAP 1987-0031 remain zoned PD-RDPunder the 1972 Zoning Ordinance, notwithstanding the removal of the area, the overall FAR within the districtis constrained to a .60 FAR. Additionally, representatives of owner of the remainder parcel, Dulles East,attended our pre-application conference and asserted their intention to apply for a rezoning application for theremainder parcel before developing its property. These considerations will mitigate, if not eliminate, theaforementioned concerns.

Comment 75. General Notes:

a. Amend Note 7 to reference amendments to both ZMAP 2012-0002 and ZMAP 1987-0037.

b. Amend the referenced Boundary Line Adjustment in Note 1 from "BLA 2015-0004" to "BEAD 2096-0004 ".

c. Amend Note 2 to reference amendments to both ZMAP 2072-0006 and ZMAP 1987-0031.

d. Amend Note 4 to include separate notes for each overlay district affecting ,both 1972 and Revised1993 Zoning Ordinances and reference Zoning Ordinance section of overlay districts the propertiesare subject to.

e. Amend Note 5 to state proper application number ZMAP 2076-0006.

f. Per Note 10, are the ZMAP 2016-0007 properties PIN# 035-45-7494 and 034-16-0552 included inthe archeological study? The note should clearly reference the archeological study for the ZMAP2076-0006 and ZMAP 2016-0007 properties.

g. Per Note 7 7, are there any burial sites located on ZMAP 2016-0007 properties PIN# 035-45-7494and 034-16-0552? The note should clearly reference the existence/non-existence of burial sitesarcheological for ZMAP 2016-0006 and ZMAP 2016-0007 properties.

h. Per Note 72, are the ZMAP 2016-0007 properties PlN# 035-45-7494 and 034-76-0552 included inthe wetland delineation? The note should clearly reference the wetland delineation for the ZMAP2076-0006 and ZMAP 2016-0007 properties.

Response:

Comment 15.a. This note and plan sheet address rezoning 2.33 acres that was originally rezonedwith ZMAP 2012-0006 and is now being rezoned with ZMAP 2016-0007. The remaining land within thereferenced parcels will remain governed by ZMAP 2012-0006 and ZCPA 2016-0004, as indicated in the note.


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Comment 15.b. Note 1 on Plan Sheet 17 has been amended to reference BLAD 2016-0004, asrequested.

Comment 15.c. This note has been revised to just reference that one ZMAP number. Page 17 is theconcept plan for the Duffles 2000 property so the only application referenced in this note will apply tothat property: ZMAP 1987-0031.

Comment 15.d. Note 4 as originally shown on Sheet 4 has been expanded into Notes 4 — 7 onSheet 17. The notes only reference the Revised 1993 Zoning Ordinance since the land beingrezoned on this sheet is governed by the Revised 1993 Zoning Ordinance. The land governed bythe 1972 Zoning Ordinance is not subject to this application, as noted by the hatching.

Comment 15.e. Note 5 as originally shown on Sheet 4 is now Note 9. This note has been amendedto state ZMAP 2016-0006, as requested.

Comment 15.f. This note has been amended, as requested. It is now Note 14.

Comment 15.g. This note has been amended, as requested. It is now Note 15.

Comment 15.h. This note has been amended, as requested. It is now Note 16.

REQUESTED MODIFICATIONS

Comment 76. Section 4-805.F.3. The applicant proposes to decrease the building setback from 35 feet to 76feet adjacent to non-residential districts, while maintaining fhe 35 feet setback for parking and outdoorstorage and buffer/landscaping buffer of Section 5-1400. Zoning Staff cannot support the modification requestat this time. No modifications sha/1 be permitted which affect uses, density, or floor area ratio of the district.The applicant is proposing to increase the density in the two zoning districts that would be affected by themodification: PD-TC Fringe Landbay D-2 is increasing from 1,740 residential units to 7,275 and PD-TC CoreLandbay D-1 is increasing from 500 residential units to 830. Furthermore, no modification will be granted forthe primary purpose of achieving the maximum density on a site. The modification request does notdemonstrate that the development will achieve an innovative design, improve upon the existing regulations,or otherwise exceed the public purpose of the existing regulation. Additionally, no materials demonstratinghow the modification will be used in the design of the project have been provided. Provide materialsdemonstrating that the proposed modification 1) does not affect uses, density and floor area ratio; 2) is notbeing requested for the primary purpose of achieving the maximum density on a site; and 3) will achieve aninnovative design, improve upon the existing regulations, or otherwise exceed the public purpose of theexisting regulation. Additionally, it would be helpful if the applicant were to provide an area plan that highlightsthe request and demonstrates what the applicant has explained in their statement of justification. ~§6-9217(A)(3) and 6-1217(A)(5)]

Response: The requested modification allows the Applicant to create a uniform streetscape throughout thedevelopment. No surface parking spaces are proposed with this application, so the 35-foot parking setbackis not applicable. Additionally, the proposed use in the PD-RDP district is office, which requires a 10-footlandscaped buffer per Section 5-1400. The Applicant is meeting that buffer. The reduced setback isnecessary because of the location of the zoning district line not running in the middle of the street, which istypical. Were the zoning district line to match the center line of the road, the requested reduced setbackwould not be necessary. Rather, the setback request allows this portion of the project to be foldedseamlessly into the rest of the Waterside project and mimic those already approved setbacks of 15 to 20 feet


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for internal roads, improving upon the built environment from the existing regulations. With this submission,we have included a setback exhibit, attached here as Exhibit A, to show how the building relates to thestreet. The buildings are proposed to be five to eight stories in height, for a maximum height of 120 feet, wellbelow the permitted 200 feet allowed, leaving significant density unused. Were the Applicant trying tomaximize density with this request, the buildings would be at the maximum height, which they are not.

Comment 77. Section 4-807(A). ZMAP 2072-0002 approved an increase from the allowed 20 acre limit of thePD-TC-Core zoning district to 39 acres - 95% increase. The applicant is now proposing to further increasethe PD-TC-Core zoning district from 39 acres to 47 acres. Staff cannot support the modification request atthis time. With the exchange of property between Chantilly Crushed Stone and Dulles East, the Landbays ofthe proposed Waterside development can certainly be amended whereby the increase in acreage wouldoccur in the PD-TC-Fringe, thereby not requiring a modification. No modifications shall be permitted whichaffect uses, density, or floor area ratio of the district. The applicant is proposing to increase the density in thePD-TC Core Landbay D-1 by increasing the residential units Pram 500 to 830. Furthermore, no modificationwill be granted for the primary purpose of achieving the maximum density on a site. The modification requestdoes not demonstrate that the development will achieve an innovative design, improve upon the existingregulations, or otherwise exceed the public purpose of the existing regulation. Additionally, no materialsdemonstrating how the modification will be used in the design of the project have been provided. Providematerials demonstrating that the proposed modification 1) does not affect uses, density and floor area ratio;2) is not being requested for the primary purpose of achieving the maximum density on a site; and 3) willachieve an innovative design, improve upon the existing regulations, or otherwise exceed the public purposeof the existing regulation. (§6-1297(A)(3) and 6-1217(A)(5)]

Section 6-1217(A)(3) No modification shall be approved unless the Board of Supervisors finds that suchmodification to the regulations

Section 6-1217(A)(5) An application for modification shall include materials demonstrating how themodification will be used in the design of the project.

Response: The appropriate ZMAP reference is ZMAP 2012-0006. The location of the land being acquiredby Chantilly Crushed Stone is adjacent to the Core, not the Fringe, which is why we have requested it beadded to the Core. The proposed uses are residential, which is permitted in both the Fringe and Coreareas of the PD-TC district. Additionally, there are no additional benefits the Applicant receives withdesignating this area as Core rather than Fringe. It is purely a geometric decision. Were the landadjacent to the Waterside Fringe, it would be added to that subdistrict, thus replacing land from the Fringebeing swapped and no modification would be needed.

STATEMENT OF JUSTIFICATION

Pursuant to Section 6-1210(E), the applicant shall address all the following in its statement of justificationor plat unless not applicable.

Issues of Consideration Zoning Justification Concerns

(1) Appropriateness of the proposed uses based on Issue is addressed in the Statement of

the Comprehensive Plan, trends in growth and Justification. Zoning will defer Statement of

development, the current and future Justification. comments regarding this issue

requirements of the community as to land for to the Department of Planning and Zoning,

various purposes as determined by population Comprehensive Planning.


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and economic studies and other studies and the

encouragement of the most appropriate use ofland throughout the locality.

(2) The existing character and use of the subject The applicant should expand the statementproperty and suitability for various uses, to address the suitability/compatibility ofcompatibility with uses permitted and existing permitted and existing uses.on other property in the immediate vicinity, andconservation of land values.

(3) Adequacy of sewer and water, transportation, Issue is addressed in the Statement ofand other infrastructure to serve the uses that Justification. Zoning will defer Statement ofwould be permitted on the property if it were Justification comments regarding this issuereclassified to a different zoning district. to the Department of Transportation and

Ca ital Infrastructure.(4) The requirements for airports, housing, schools, Issue is addressed in the Statement of

parks, playgrounds, recreational areas and other Justification.public services.

(5) Potential impacts on the environment or natural Issue is addressed in the Statement offeatures including but not limited to wildlife Justification. Zoning will defer Statement ofhabitat, wetlands, vegetation, water quality Justification comments regarding this issue(including groundwater), topographic features, to the Environmental Review Team.air quality, scenic, archaeological, and historicfeatures, and agricultural and forestal lands andany proposed mitigation of those impacts.

(6) The protection of life and property from Issue is addressed in the Statement ofimpounding structure failures. Justification. Zoning will defer Statement of

Justification comments regarding this issueto the Environmental Review Team.

Response: The Applicant has updated the Statement of Justification where needed.

Loudoun Countv Department of Building and Development (Dated Julv 21, 2016)

Comment 1. The app/icanYs Sfatement of Justification indicates that the 2.33 acres that will be rezoned toPD-RDP and transferred to Dulles East V/ll, LLC ("Dulles Ease) and will not be subject to any proffers andthat "importantly, no buildings or development are proposed on the land being acquired by Dulles East andno proffers are being offered. Rather, that land would be further developed and zoned as part of asubsequent Dulles East zoning application." However, staff questions what will prohibit or controldevelopment of that land until such time as the owner obtains additional zoning actions? It would appear thatthis land would be zoned PD-RDP with no restrictions (proffers), and as such, would be legally entitled to anyand all development permitted by the PD-RDP district that would fit on the site (while meeting all ordinancerequirements).

Response: The 2.33 acres is spread across five smaller areas that are not adjacent to each other. Theirseparate locations and small sizes (0.220 acres, 0.904 acres, 1.136 acres, 0.0178 acres and 0.256 acres)render it impossible, or nearly impossible, to develop the parcels as they fail to meet minimum lot depths or


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have adequate room to provide needed setbacks, parking and building. Further, Dulles East is currently

preparing a zoning application that will include those parcels.

Loudoun County Historic Preservation (Dated June 15, 2016)

Comment 1. I have no referral comment on this application.

Response: Acknowledged.

Loudoun County Department of Fire, Rescue and Emergency Management (Dated July 29, 2016)

Comment 1. The Fire and Rescue Planning Staff (in agreement with the Fire Marshal's office) is of the

opinion that the submitted materials are not detailed enough to evaluate access and circulation of

emergency vehicles. Staff respectfully requests an opportunity to review such details when available and

offer comments and recommendations of that point.

Response: During the site plan process, the Applicant will submit details addressing the access andcirculation of emergency vehicles for review and approval.

Loudoun County Department of Building and Development —Flood Plain Management (Dated Julv19 2016

Comment 1. I have reviewed the applications of above. There are no floodplain associated with the

project area of these application. Therefore, the Floodplain Management Team has no comments to offer

at this time.


Loudoun County Division of Environmental Health (Dated July 7, 2016)

Comment 7. The Health Department staff recommends "Approval."


Town of Herndon (Dated July 18, 2016)

Comment 1. The traffic impact study does not account for the intersection of Shaw Road at Sterling

Road (Route 606). Apparently, the applicant was not required to examine the impact of the proposed

new residences on that intersection. A traffic study dated February 17, 2015, for a previous application

by Waterside indicated that intersections at Shaw Road and Davis Drive on Old Ox Road would operate

at low, though acceptable, levels of service (LOS E in the PM peak at Old Ox Road and Shaw Road, and

LOS D at Old Ox Road and Davis Drive). The town staff inquires whether or not the levels of service on

Old Ox Road would remain the same with the 405 additional dwellings proposed in the current

application.

Response: Intersections are included in traffic studies when the proposed project is anticipated to account for

10 percent or more of the traffic through the intersection. Based on future volumes projected in the previous

Waterside TIS, dated February 17, 2015, the trips generated by the proposed additional units would have a

fair share percentage of 0.5% at Old Ox Road/Shaw Road and 0.2% at Old Ox Road/Davis Drive. Because

the fair share impact percentages are below one percent (1 %), the proposed additional units are anticipated


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to have a negligible impact at those intersections and the County's guidelines do not call for it to be studied.Notwithstanding the above, the previous application proffered millions of dollars of transportationimprovements in road construction and for intersection improvements, allowing for acceptable levels ofservice in the future conditions.

Comment 2. Another question involves the assertion in the applicant's Statement of Justification that`public amenities provided with the original Waterside rezoning will more than serve the additional unitsproposed here." As stated previously, many Loudoun residents participate in Town of Herndon organizedrecreation activities. While those residents do pay a fee, the fee does not cover the complete cost ofproviding the activities and facilities and Herndon taxpayers subsidize recreation programs enjoyed byresidents who do not live in the town. Nearly 65% of Herndon Community Center users are from outsidethe Town. Facilities like athletic fields and the indoor pool are already at capacity daily during peak hours.An appropriately sized park developed in the Waterside area with both active and passive uses would beinvaluable to those residents and would help divert some demand from Loudoun County residents forHerndon's facilities.

Response: More than half of the 189 acres in the original application was programmed as open space,including 18 acres in Landbay A-2 which was marked as a park if and until the need for the proffered schoolarises. In addition, with the millions of square footage of commercial development approved with the originalapplication, one or more gyms and a variety of specialty exercise studios are anticipated that will meet manyof the residents demands. The multi-family buildings will also provide for a variety of recreation amenities,including swimming pools.

Comment 3. The town repeats its request that the applicant avoid routing, during construction of thethree phases of Waterside construction, vehicles having a registered gross weight in excess of 7,500pounds and destined for or leaving the development site through the Town of Herndon. The townexperiences dump truck traffic on a regular basis, and the applicant's assertion with previous applicationsthat no Waterside construction traffic would need to use town streets does not match our dailyobservations of commercial traffic.


Loudoun County Water (Dated July 18, 2016)

Comment 1. We recommend that the applicant work with Loudoun Water to determine a phasing ofthe project that will accommodate current sewer capacity constraint, and allow for the modification ofexisting agreement between Loudoun Water and Fairfax County, which must occur prior to the project'sbuild out.

Response: Acknowledged

Comment 2. Should offsite easements be required to extend public water and/or sanitary sewer tothis site, the applicant shall be responsible for acquiring such easements and dedicating them to theAuthority at no cost the Authority. Public water and sanitary sewer service would be contingent upon thedeveloper's compliance with the Authority's Statement of Policy; Rates, Rules and Regulations; andDesign Standards.


Loudoun County Parks. Recreation and Community Services (Dated July 19, 2076)


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Comment 7. PRCS has reviewed the referenced application and has no issues with the application aspresented. However, staff defers to Planning and Zoning for additional comments.


Loudoun County Public Schools (Dated June 14, 2016)

Comment 9. Based on 2075 Loudoun County Public Schools student generation factors, theaddrtiona! 405 multifamily units would generate a tofal of 130 more school-age children: 61elementary school-age children (grades K-5), 37 middle school-age children (grades 6-8), and 38 highschool-age children (grades 9-12).


Comment 2. As calculations indicate that public schools account for a significant portion of Loudoun`scapita! expenditure costs, Schoo( Board sfatf requesfs that a proporfionate share of the applicant'scapital facility contributions be set aside specifically for public school capital projects in the easternLoudoun/Sterling subarea. This designation should be wifhin the applicants Capital FacilitiesContribution proffer statement_ In addition to new school construction, majo~~ renovation andrehabilitation projects at existing school facilities are being reviewed by the School Board. Theassociated costs are significant and the proffer dollars will help offset such expenditures.

Response: To avoid confusion, the Applicant is maintaining as much of the integrity of the original profferswith this application and so prefers to remain consistent with the wording of the capital facility proffer, whichwas originally drafted to be consistent with County policy. Understanding the impact of residentialdevelopment, the Applicant with the original application dedicated two school sites in addition to capital facilityfees. The appropriate Capital Facility Contributions are being provided with this application in accordancewith the County guidelines, which includes money for schools.

Comment 3. Safe walking paths remain an imporfant concern for the School Board, staff, andparents of children who attend our schools. The provided plat illustrates the applicants commitmenfto construct (rails and sidewalks on bofh sides of streets; this rs noted and appreciated.


VDOT (Dated August 4, 2016)

Comment 7. The application should document that the proposed intersections and access points onShaw Road and Davis Drive meet VDOT Minimum Spacing Standards per the VDOT Road DesignManual Appendix F.

Response: The roads are designed to meet VDOT Standards. Should they, at the time of acceptance, notadhere to the VDOT standards, the Applicant will request a waiver.

Loudoun County Department of Transportation (Dated August 19, 2016)

Comment 7. DTCI notes that the T1S provided with this application only analyzes the traffic impactsassociated with ZMAP 2016-0006, Waterside Town Center. The TlS states that a separate traffic studywill be prepared for the Dulles 2000 portion associated with ZMAP 2076-0007. The Applicant needs to

Cooley LLP One Freedom Square Reston Town Center 11951 Freedom Drive Reston, VA 2D190-5656

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provide a TIS for ZMAP 2016-0007 so that DTCI may review the transportation impacts associated with

that portion of the development program.

Response: A Traffic Impact Study, dated April 27, 2016, was submitted for the Waterside Town Center

rezoning application (ZMAP 2016-0006) to evaluate the impacts associated with the proposed uses on

the Waterside property after the land swap with Dulles 2000. To address the impacts associated with the

land Dulles 2000 will be receiving, the Applicant has prepared the below separate traffic study for the

Dulles 2000 rezoning portion (application ZMAP 2016-0007).

Waterside is exchanging approximately 3 acres with the adjacent property, Dulles 2000, through a land

swap. The land acquired by Waterside is being rezoned from PD-RDP to PD-TC, incorporated into the

overall Waterside development and proposed for an additional 405 multi-family units.

The land acquired by Dulles 2000 is being rezoned from PD-TC to PD-RDP, consistent with the rest of

the Dulles 2000 site. The impacts associated with the additional 405 units were evaluated in the

Waterside Town Center traffic impact study, while at the same time, the current by-right development for

the entire Dulles 2000 site, prior to the land swap, (at 800,000 SF office/research and development uses)

was included as background traffic in the traffic study. Hence, the Dulles 2000 property was studied at its

full development potential, despite the overall size of the project reducing which would scale back the

permitted density. Said another way, the site was accounted for.

In reality, the land acquired by Dulles 2000 does not meet the 2-acre minimum lot size required by the

PD-RDP zoning district and so cannot be developed as standalone projects, meaning any development

there will be accompanied by its own traffic study.

Additionally, the future owner of that land —Dulles East VII, LLC — is currently preparing a zoning

application that would incorporate the acreage subject to ZMAP 2016-0007 with the rest of its holdings

into a comprehensive mixed-use development. Notwithstanding the above, a trip generation comparison

is provided below to show that the land swap results in no new trips for the Dulles 2000 site. As shown in

Table 1, if the current FAR approval on the site is applied to the newly obtained land, it results in the

same trip generation before and after the land swap.

Table 1: Dulles 2000 Trip Generation


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CooleyJudi BirkittOctober 11, 2016Page Thirteen

---•-- Weekday ------

Land AM Peak Hour PM Peak Hour Weekday

Development Use Size Units In Out Total In Out Total Total

Before Land Swap -Approved Use per ZMAP-1987-0031*

28.796 Ac. at 0.638 FAR

Research and Development Park (42.5%) 760 340.0 kSF 3].8 64 382 54 301 355 2,752

General Office (57.5%) 710 460.0 kSF 571 78 649 101 493 594 4 187

Total Dulles 2000 Trips 800.0 k5F 889 142 1,031 155 794 949 6,939

After Land Swap -Proposed New Trips

Land Swap Size = 3 Ac

Removed Trips Representing the Land Acquired by Waterside (3 Ac. at approved 0.638 FAR)**:

Research and Development Park (42.5% 760 35.4 k5F -46 -9 -55 -9 -47 -56 -431

General Office (57.5%) 710 47.9 kSF -94 -13 -107 -23. -110 -133 -751

Total Removed Trips 83.3 k5F -140 -22 -162 -32 -157 -189 -1,182

Added Trips Representing the Land Acquired by Dulles 2000 (3 Ac. at approved 0.638 FAR):

Research and Development Park (42.5%) 760 35.4 kSf 46 9 55 9 47 56 431

General Office (57.5%) 710 47.9 kSF 94 13 107 23 110 133 751

Total Added Trips 833 k5F 140 22 162 32 157 189 1,182

New Trips Added to Dulles 2000 0 0 0 0 0 0 0

*Per ZMAP-1987-0031 Proffers, a minimum of 42.5% must consist of research and development uses

**Note that the 3 Acres acquired by Waterside and rezoned to PD TC are analyzed in the Waterside Town Center Traffic Study.

Comment 2. Regarding Shaw Road access, it is noted that the Waterside Town Center TIS states thatthe land area to be rezoned under ZMAP 2076-0007, i.e. the Waterside Dulles 2000 portion, will besubmitted separately. Therefore, it rs unclear at this time where access points will be locafed for theWaterside Dulles 2000 site. Access to both the Waterside Town Center development and the WatersideDulles 2000 development needs to be identified for the entirety of the proposed development along ShawRoad, and such access needs to meet VDOT spacing standards. !t is noted that a meeting was held withadjacent property owners along Shaw Road in March 2015 prior to the approval of ZMAP 2072-0006 toensure that access points along Shaw Road were acceptable to all impacted property owners. Explainand confirm that such mutually agreed access along Shaw Road is not adversely altered with thisapplication.

Response: Access to both the Waterside and Dulles 2000 applications were originally shown on ZMAP2012-0006 and replicated on ZMAP 2016-006. None of the mutually agreed upon access points havebeen altered with this application.

Comment 3. DTCI notes that the phasing for the proposed development needs to be consistent withthe timing of proffered construction of Shaw Road per the previously approved Waterside develo,nmentZMAP 2072-0006. The proposed 405 multi-family units should not be occupied until Shaw Road isconstructed as a four-lane roadway and open to traffic between Old Ox Road and Innovation Avenue.

Response: The phasing has not changed. Shaw Road will be built as noted above prior to theoccupancy of any development, residential or non-residential, south of Route 606.

Comment 4. DTCI notes that the 405 multi-family units proposed were not included in the previouslyapproved Waterside application, were nat part of the original TIS far the Waterside development and


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CooleyJudi BirkittOctober 11, 2016Page Fourteen

were not considered in fhe previous analysis which identifies needed mitigation measures. As this is a

ZMAP and ZCPA application, there are roadway projects in the vicinity of this site where regional

roadway contributions could be used to make improvements. Some of these projects in the vicinity of the

site include widening sections of Old Ox Road that are not already accounted for in the original Waterside

proffers and the planned bridge over the Dulles Toll Road, connecting Davis Drive in Loudoun County to

Sunrise Va/ley Drive in Fairfax County. Therefore, DTCI recommends that the Applicant provide a

regional road contribution of $6,000.00 per unit, consistent with other recent residential rezoning

applications. DTC! notes this regional road contribution level is advisory only and not reflective of County

policy at this time. Such contribution levels may be reviewed for possible adoption by the Board of

Supervisors in the future.

Response: Nearly $30 million in off-site road improvements were proffered with the original application

for 2,595 units, which equates to $11,325 on a per unit basis for regional roads. This proffered amount

equates to $9,796 per unit, with the addition of the 405 units. The proffered contribution far exceeds the

requested contribution of $6,000 per unit. The Applicant has more than fulfilled its regional road

responsibilities and no additional proffer is added.

Comment 5. DTCI recommends thaf the Applicant commit to the same level of transit/shuttle service

and TDM commitments agreed to with the previous Waterside ZMAP approval. Also, given the large

increase in units within a town center environment, please clarify as to whether there are bus shelters in

the vicinity of the proposed additional units as it is not clear from the previously approved design

guidelines, as they are illustrative in nature.

Response: The Applicant will extend its commitment to transit to the additional residential land bays. One

additional bus shelter will be provided as referenced in Proffer 9.P.2.

Loudoun County Department of Planning (Dated Auclust 29, 2016)

Comment 1. Community Planning Staff support the boundary line adjustment and commend the

Applicant for collaborating with the adjacent property owner to achieve a mutually beneficial Shaw Road

alignment.

Regarding the request to increase the number of residential units, the applications provide no compelling

reason to increase the project's residential units by an additional 405 residential units, bringing the

project's total to 3,000 residential units. The Plan did not envision the residential approved previously with

the Original Waterside applications, and the Plan does not support additional residential development on

the acreage acquired in the land swap. Community Planning staff recommends that the Applicant revise

the application to eliminate the proposed additional residential units. Based on Route 28 Core Plan

policies, the subject property is appropriate for high employment generating uses.

Response: The approval of the original Waterside case showed that the County embraced residential within

this portion of Route 28. This request looks to further strengthen the Town Core by adding three residential

buildings that will support the millions of square feet of commercial already approved within Waterside.

Comment 2. The Applicant addressed stormwater management and water quality with the Original

Waterside applications. No changes are proposed to the previously approved environmental proffers. As

proposed, environmental proffers would extend and apply to the Waterside Town Center subject property.


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Comment 3. The Applicant should consider identifying Tree Conservation Areas on the newly acquiredWaterside Town Center acreage to demonstrate that this additional acreage is in conformance withCounty forest resources policies.

Response: As this application is being incorporated into the Town Center Core it is proposed to be anurban environment.

Comment 4. To ensure that the envisioned high quality working and living environment applies to thenewly acquired property, Community Planning Staff recommends updating the Design Guidelines toinclude the newly acquired property and the revised Shaw Road alignment.

Response: The Design Guidelines will be updated to include the new property.

Comment 5. Since the application proposes less than 20 dwelling units per acre, no unmet housingneeds units are required by the Zoning Ordinance. The Applicant addresses the unmet housing needspolicies of the Revised General Plan by increasing the proffered number of unmet housing needs unitsproportionate to the proposed increase in residential units.


Comment 6. The Applicant proffers to provide the current Capital Intensity Factor (CIF) of $21,830 perunit for the additional 357 non-UNHU multi-family units. The application does not propose additional on-site amenities to serve the 405 added residential units. Increasing the residential component, togetherwith not providing additional amenities, may exceed the provisions of facilities and services in an area notplanned to support this type of growth.

Response: The original application provided ample onsite amenities situated around a vast 55-acre lake,to which the new residents will have access to as well as an integrated trail and sidewalk network. Theproposed buildings will include onsite amenities also available to the residents.

Comment 7. The modification request and the justification are unclear. For implementation purposes,the CDP will need to clearly identify the specific location in which this modification is being proposed. Ifthe modification applies only to Block L, then Block L will need fo be labeled on the CDP; Block L appearsonly in non-proffered illustratives.

Response: Exhibit A to this letter shows original Waterside application, setbacks and street sections areillustrated in the Design Guidelines, a proffered document. Exhibit A is included in the DesignGuidelines.

Comment 8. Regarding both proposed modifications, Article 6 of the Ordinance states that "nomodification shall be approved unless the Board finds that such modification to the regulations willachieve an innovative design, improve upon the existing regulations, or otherwise exceed the publicpurpose of the existing regulation". The application does not demonstrate how the proposed modificationsfulfill this Ordinance requirement. The application does not include any proposed mitigation measures tooffset the proposed modifications.

Response: The requested modifications continue the fabric of the Town Center Core by extending thealready approved streetscape section to the new land bay. Without the setback modification, the newland bay would appear as an inconsistent, unrelated appendage. The addition to the Town Center Coreof two acres allows a natural extension of the already approved Town Center Core.

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135368463 v2

leYJudi BirkittOctober 11, 2016Page Sixteen

Sincerely,

Molly . Novot


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EXHIBIT A

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Board of Supervisors Public Hearing

Documents

Transcript of Board of Supervisors Public Hearing