STAFF REPORT. Proffer Amendment #PLN , Virginia Gateway Promenade Hotel Height Modification (Brentsville Magisterial District)

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1 COUNTY OF PRINCE WILLIAM 5 County Complex Court, Prince William, Virginia PLANNING (703) FAX (703) OFFICE Internet Christopher M. Price, AICP Director of Planning March 21, 2014 STAFF REPORT Proffer Amendment #PLN , Virginia Gateway Promenade Hotel Height Modification (Brentsville Magisterial District) I. Background is as follows: Planning Commission Public Hearing Date: April 2, 2014 Staff Recommendation: Approval A. Request This is a request to amend the proffered conditions of PRA #PLN , to increase the height limitation to up to 85 feet for a hotel in Land Bay B of Virginia Gateway Promenade. Section of the Zoning Ordinance allows building height to exceed the by-right standards of the B-1 zoning district pursuant to a proffered rezoning. Proffer Amendment for Virginia Gateway Promenade (Land Bay B) Height Limitation (for hotels) Allowed By-Right 45 feet maximum in B-1 zoning; 35 feet maximum, as proffered by PRA #PLN Proposed by PRA #PLN feet maximum B. Site Location The site is located at 8001 Gateway Promenade Place and 7805 Linton Hall Road, southeast of the intersection of Linton Hall Road and Wellington Road within Land Bay B of Virginia Gateway Promenade. It is identified on County maps as GPINs , , and (see Attachment A for maps). C. Background Leading up to this current proffer amendment request, PRA #PLN , Virginia Gateway Promenade Addition, amended the proffers of REZ #PLN , VA Gateway / US DataPort, to include the proffers pertaining to prohibited uses on Area I/Land Bay B of the Promenade at Virginia Gateway within the Wentworth Green proffers associated with REZ #PLN In addition, the amendment removed motor vehicle fuel sales, retail and An Equal Opportunity Employer

2 March 21, 2014 Page 2 freestanding drive thru restaurant from the list of prohibited uses. The applicant also proposed to increase the amount of pad sites allowed and eliminate the timing/minimum square footage phasing for pad site development within Land Bay B. In addition, the applicant revised the Building Envelope Exhibit and incorporated existing design guidelines. This subject proffer amendment, PRA #PLN , Virginia Gateway Promenade Hotel Height Modification, proposes to further amend the proffers of PRA #PLN , to increase the height limitation to up to 85 feet for a hotel in Land Bay B. D. Comprehensive Plan The subject site has a Long-Range Land Use Plan designation of RCC, Regional Commercial Center, and ER, Environmental Resource, and is part of the I-66/Route 29 Sector Plan. E. Zoning/Acreage The subject site is currently zoned B-1, General Business, and is subject to the proffers that are associated with PRA #PLN The scope of this proffer amendment applies to a portion of Land Bay B, which encompasses ±35.03 acres. F. Surrounding Land Uses The pad site for the potential hotel is located at the south side of the intersection of King Hill Way and Gateway Promenade Place in the eastern/central portion of the subject property (Land Bay B). A parking lot for the mixed retail center is located to the north. North of Wellington Road is Virginia Gateway Center. To the south of the proposed potential hotel pad site is an existing cemetery/park. A wooded area and stormwater management facility exists to the east. East of the development is the Wentworth Green mixed residential community, which contains single-family detached and townhouse/condominium style residential (currently under construction). In-line tenant spaces for the center are located to the west, along with single-family detached residential across Linton Hall Road (see Attachment A for maps, and Attachments D and E for exhibits). II. Current Situation is as follows: A. Planning Office Recommendation The Planning Office recommends approval of PRA #PLN , Virginia Gateway Promenade Hotel Height Modification, subject to the amended proffers dated February 25, 2014, for the following reasons: The proposed modification to increase the height limitation for a hotel up to 85 feet is appropriate and justifiable for the mixed retail/commercial lifestyle center since it will provide greater flexibility in the type and style of hotel that could be developed in Land Bay B.

3 March 21, 2014 Page 3 The increase in height for a potential hotel will better enable Virginia Gateway Promenade to fulfill its full market and design potential, without detrimental impacts on the balance of the development as it continues to get built out. As part of a mixed commercial/retail lifestyle center, a taller hotel building would be in character with the vision of Virginia Gateway Promenade and the surrounding commercial/retail service areas. See Attachment B for the staff analysis and Attachment C for the proposed amended proffers. B. Planning Commission Public Hearing A public hearing before the Planning Commission has been advertised for April 2, III. Issues in order of importance are as follows: A. Comprehensive Plan 1. Long-Range Land Use Is the proposed use consistent with those uses intended by the current RCC designation? 2. Level of Service (LOS) How does the proposal address the Policy Guide for Monetary Contributions in effect July 1, 2006? B. Community Input Have members of the community raised any issues? C. Other Jurisdictional Comments Have other jurisdictions raised any issues? D. Legal Uses of the Property What uses are allowed on the property? How are legal issues resulting from the Planning Commission action addressed? E. Timing When must the Planning Commission take action on this application? IV. Alternatives beginning with the staff recommendation are as follows: A. Recommend approval of PRA #PLN , Virginia Gateway Promenade Hotel Height Modification, subject to the amended proffers dated February 25, 2014, as found in Attachment C. 1. Comprehensive Plan Consistency Analysis: a) Long-Range Land Use The existing layout and use as Virginia Gateway Promenade will be unchanged with this hotel height modification request. The scope of this subject proposal is limited to

4 March 21, 2014 Page 4 allowing a potential hotel in Land Bay B to have a maximum height of 85 feet, rather than being limited to 35 feet, as allowed under the existing proffers. Currently, the hotel is an appropriate use within the RCC, Regional Commercial Center, land use designation. The proposed height increase for the hotel will not change the overall character of this area and how the center was intended to function. b) Level of Service (LOS) There will be no new level of service impacts related to the hotel height modification request. All potential impacts have been considered and are within the threshold of the center s build-out plan, as evaluated and approved under the previous rezoning/proffer amendment, PRA #PLN Community Input Notice of the application has been transmitted to adjacent property owners within 200 feet. As of the date of this staff report, the Planning Office has not received any written or verbal comments on this proposal. 3. Other Jurisdiction Comments This project is not located near other jurisdictions. 4. Legal Uses of the Property In addition to the by-right uses permitted in the B-1, General Business, zoning district as proffered through PRA #PLN , this site could now have a hotel with a maximum height limitation of 85 feet in accordance with this approved proffer amendment (PRA). Legal issues resulting from the Planning Commission action are appropriately addressed by the County Attorney s Office. 5. Timing The Planning Commission has until July 1, 2014, 90 days from the first public hearing date, to take action on the rezoning/proffer amendment proposal. A recommendation to approve the PRA request would meet the 90-day requirement. B. Recommend denial of PRA #PLN , Virginia Gateway Promenade Hotel Height Modification. 1. Comprehensive Plan Consistency Analysis: a) Long-Range Land Use If the proffer amendment is denied, the hotel would be limited to 35 feet, as currently proffered. The site would maintain its RCC land use designation and could be developed in accordance with the by-right uses, as proffered, with its B-1 zoning.

5 March 21, 2014 Page 5 b) Level of Service (LOS) There would be no impact on LOS if denied. 2. Community Input Notice of the application has been transmitted to adjacent property owners within 200 feet. As of the date of this staff report, the Planning Office has not received any written or verbal comments on this proposal. 3. Other Jurisdictional Comments This project is not located near other jurisdictions. 4. Legal Uses of the Property If the proffer amendment is denied, the hotel could not be constructed up to a height of 85 feet. However, the hotel could still be built, but would be limited to a maximum height of 35 feet, as currently proffered. The property could be developed with by-right uses permitted and as proffered in the B-1 zoning district, as per PRA #PLN Legal issues resulting from the Planning Commission action are appropriately addressed by the County Attorney s Office. 5. Timing The Planning Commission has until July 1, 2014, 90 days from the first public hearing date, to take action on the rezoning/proffer amendment proposal. A recommendation to deny the PRA request would meet the 90-day requirement. V. Recommendation is that the Planning Commission concur with Alternative A and recommend approval of PRA #PLN , Virginia Gateway Promenade Hotel Height Modification, subject to the amended proffers dated February 25, Staff: Scott F. Meyer, x 6876 Attachments A. Area Maps B. Staff Analysis C. Proposed Amended Proffers D. Overall Tenant Layout E. Conceptual Hotel Location Exhibit F. Conceptual Hotel Elevation Exhibit G. Existing Design Guidelines H. Historical Commission Resolution

6 Attachment A Maps VICINITY MAP Page A-1

7 Attachment A Maps AERIAL MAP Page A-2

8 Attachment A Maps LONG-RANGE LAND USE MAP Page A-3

9 Attachment A Maps ZONING MAP Page A-4

10 Attachment B Staff Analysis Part I. Summary of Comprehensive Plan Consistency Staff Recommendation: Approval The following is a summary of staff s analysis of this proffer amendment request to amend the proffered conditions of PRA #PLN , to increase the height limitation to up to 85 feet for a hotel in Land Bay B of Virginia Gateway Promenade. This analysis is based on the relevant Comprehensive Plan action strategies, goals, and policies. A complete analysis is provided in Part II of this report. Plan Consistency Reasons Long-Range Land Use Yes The existing layout and use as Virginia Gateway Promenade will be unchanged with this hotel height modification request. The scope of this subject proposal is limited to allowing a potential hotel in Land Bay B to have a maximum height of 85 feet, rather than being limited to 35 feet. Currently, the hotel is an appropriate use within the RCC, Regional Commercial Center, land use designation. The proposed height increase for the hotel will not change the overall character of this area and how the center was intended to function. Community Design Yes There are specific design guidelines for Virginia Gateway Promenade, which were approved in connection with REZ #PLN and REZ # and were carried over the previous proffer amendment, PRA #PLN Virginia Gateway Promenade is a lifestyle-type, retail center offering a mixture of commercial/retail, dining, and entertainment uses, with pedestrian-friendly streets and unique design features. There will be a main street type of layout and design with a linear open space plaza area, limited street parking, and retail shops thus creating a pedestrian-friendly theme. A taller hotel within this design scheme can be appropriate. There are existing, proffered design commitments applicable to Land Bay B and the entire property, which will continue to pertain. No changes are proposed to these commitments with this request for a height modification. A hotel facility, with increased height, will enhance the community design and mixed use functionality of this center. A conceptual hotel graphic has been submitted, for illustrative purposes. Page B-1

11 Attachment B Staff Analysis Transportation Yes According to parking analysis that was done for this part of Virginia Gateway, there will be a surplus of 41 parking spaces at final build-out. There will be appropriate parking provided for the entire center. The additional height associated with the hotel will not negatively impact the overall parking situation, access, or onsite circulation patterns. In the planned uses for Virginia Gateway, a hotel use is capped at 84,500 gross square feet and will require 152 parking spaces, which has been factored into the parking analysis for the developed center. There will be no anticipated changes. Page B-2

12 Attachment B Staff Analysis Part II. Comprehensive Plan Consistency Analysis The following table summarizes the land use and zoning details in relation to the subject site (see maps in Attachment A): Direction Land Use Long-Range Land Use Map Designation North South East West Virginia Gateway Promenade (Land Bay B); commercial/parking areas; Wellington Road Virginia Gateway Promenade (Land Bay B); cemetery/open space; Regal cinemas Virginia Gateway Promenade (Land Bay B); commercial/parking areas; landscaping areas Virginia Gateway Promenade (Land Bay B); Promenade Commons Street; retail/parking area; Linton Hall Road Zoning RCC B-1 RCC; ER RCC; ER B-1; PMR B-1; PMR RCC B-1 Long-Range Land Use Plan Analysis Through wise land use planning, the County ensures that landowners are provided a reasonable use of their land while the County is able to judiciously use its resources to provide the services for residents and employers needs. The Long Range Land Use Plan sets out policies and action strategies that further the County s goal of concentrating population, jobs, and infrastructure within vibrant, walkable, mixed-use centers serviced by transit. In addition to delineating land uses on the Long Range Land Use Map, the plan includes smart growth principles that promote a countywide pattern of land use that encourages fiscally sound development and achieves a highquality living environment; promotes distinct centers of commerce and centers of community; complements and respects our cultural and natural resources, and preserves historic landscapes and site-specific cultural resources; provides adequate recreational, park, open space and trail amenities that contribute to a high quality of life for county residents; and revitalizes, protects, and preserves existing neighborhoods. This proposal is to amend the proffers associated with PRA #PLN , Virginia Gateway Promenade Addition, to modify the height regulations in Land Bay B. Section of the Zoning Ordinance permits heights greater than any specific limitation with approval of a proffered rezoning. Specifically, Proffer #26 is proposed to be modified to amend the maximum height limitation from 35 feet to 85 feet to enable a specific type of context-appropriate hotel to locate within Land Bay B of Virginia Gateway Promenade during the Phase II portion of the development. Land Bay B contains approximately 35 acres. The Promenade at Virginia Gateway is a new lifestyle-type retail center offering an upscale mix of retail, dining, and Page B-3

13 Attachment B Staff Analysis entertainment uses along with pedestrian-friendly streets and a dedicated events plaza. The property is anchored by a 14-screen movie theater and is currently under development in various phases. The site is located within the Development Area of the County, and is classified as RCC, Regional Commercial Center, on the Long-Range Land Use Map. The following table summarizes the uses and densities intended within the RCC designation: Long-Range Land Use Map Designation Regional Commercial Center (RCC) Intended Uses and Densities The purpose of the Regional Commercial Center classification is to provide for areas, located close to and/or with good access to/ from an interstate highway, where large-scale retail projects that serve a regional rather than local market are to be located. RCC projects should be planned and developed in a comprehensive, coordinated manner. Primary uses include regional retail malls, mixed-use projects, and large single-user retail buildings. Residential uses shall be considered secondary uses and shall represent no greater than 25 percent of the total RCC gross floor area of the project. Drivein/drive-through uses are discouraged. Residential uses shall, with the exception of Residential Elderly, be part of a mixed-use building. Shared/structured parking is encouraged. The acceptable housing type within any mixed-use RCC project is multifamily, at a density of dwelling units per gross acre, less the ER designated portion of a property. Development in RCC projects shall occur according to an infrastructure implementation plan submitted at the time of rezoning. The intent of this plan is to ensure that critical infrastructure for office, employment, and lodging uses is developed adequately for each phase of the project. Development shall also occur according to a phasing plan that must ensure that office, employment, retail, and lodging uses are always the primary uses within the area rezoned. Page B-4

14 Attachment B Staff Analysis Height Waiver Section of the Zoning Ordinance allows the Board of County Supervisors to approve height waivers as part of a rezoning (i.e., Proffer Amendment) or special use permit request. An increase in building height from 35 feet to 85 feet is proposed within Land Bay B of Virginia Gateway Promenade. Pursuant to Section , the following criteria must be considered in order to grant modifications to general height regulations as part of a rezoning (or Proffer Amendment) request: Height Condition. For a rezoning application, the maximum height shall be specifically proffered by the applicant and accepted by the board of county supervisors; for a special use permit application, the maximum height shall be made a condition of approval of the application; The maximum building height has been specifically proffered in Land Bay B for a hotel, as per amended Proffer #26 of the attached Proffer Statement dated February 25, 2014 (see Attachment C). Zoning. The Board of County Supervisors shall be satisfied that approval of a proffer or special use permit is a more appropriate course than a rezoning to a classification permitting the height requested; The existing B-1 zoning implements the RCC, Regional Commercial Center, land use designation. Lodging services/amenities are consistent within the RCC designation. Hotels are a by-right use in the B-1 zoning district; however in this case, increased building height is allowed in the B-1 zoning district only with an approved proffer amendment. Adverse Impact. The Board of County Supervisors shall be satisfied that the proposed height shall not have a substantial adverse impact on the light and air of adjacent and nearby properties; The proposed building will be located on an existing pad site as part of Land Bay B within the Virginia Gateway Promenade, and will satisfy the minimum setback requirements, as proffered. Such hotel building has already been planned as part of the phased build-out of the development for Land Bay B, which has been previously approved through PRA #PLN The increased hotel will not result in adverse impacts on the adjacent uses. The Applicant proposes the increase in height limitation for a hotel in order to implement its intended mixed retail/commercial lifestyle center product. Page B-5

15 Attachment B Staff Analysis Fire Protection. The county fire marshal has certified in writing that the proposed building or other structure can be properly protected, and will not endanger improvements on adjacent properties, in case of fire; The Fire Marshal s office has not yet submitted formal comments in review of this application. However, all current fire code standards will have to be satisfied. The current overall layout includes an emergency travelway for fire and rescue vehicles that allows for access to all sides of the building and with a stormwater management facility adjacent to the subject pad site for the hotel. A fire suppression system is to be provided per building code, which is standard with a hotel building of this type. In addition, during the previous rezoning, the Applicant proffered to make a monetary contribution of $25,000 for fire and rescue services in the area. This amount has already been provided. No new impacts for fire rescue and protection with the increased height are anticipated. Other Requirements. All other requirements of this chapter for a conditional rezoning or special use permit have been met; and All other requirements will be addressed through this proffer amendment request. Aerial Navigation Hazard. The proposal shall not constitute a hazard to aerial navigation. Where the Board of County Supervisors believes a proposal may be such a hazard, the proposal shall not be approved unless the Federal Aviation Administration certifies in writing that the proposal does not constitute a hazard to aerial navigation. The extreme northeast corner of the subject property is within the outer edge of the Airport Safety Overlay District (ASOD). However, the proposed pad site for the hotel building with increased height is outside of the edge portion within the ASOD and no impact on aerial navigation is anticipated. Proposal s Strengths Zoning & Land Use The site is zoned B-1, General Business, which implements the RCC, Regional Commercial Center, land use designation. One of the main intents of the RCC use designation is to ensure that critical infrastructure for office, employment, and lodging uses is developed adequately for each phase of the project, which would typically include employment, commercial, retail, entertainment, and lodging uses. Lodging uses (i.e., hotels) are a by-right use in the B-1 zoning district; however, increased building height is permissible per Section of the Zoning Ordinance with approval of a special use permit or rezoning, which in this case is a proffer amendment. Consistency with Surrounding Area The hotel use is consistent with the array of uses in the surrounding area. An 85-foot tall hotel building will be among the tallest buildings in the immediate area, but is still appropriate in the context of a mixed retail/commercial lifestyle center. As currently proffered for Land Bay B, the buildings in the area have a Page B-6

16 Attachment B Staff Analysis height limitation of 35 feet. In another section of Virginia Gateway Center, approximately 2,200 feet to the north, a height modification has been approved in the Atlas Walk portion of Virginia Gateway to the south of Route 29, which allows for hotel heights of up to 100 feet. To fully implement the mixed commercial/retail lifestyle style component with a variety of amenities, the type of hotel brands that would be appropriate in the context of Virginia Gateway Promenade typically exceed 35 feet in height. Proposal s Weaknesses Although there is a wooded area and a distance of over 725 feet between the potential hotel and the townhouse/condominium residential development associated with Wentworth Green to the east, the hotel building will be clearly visibly. However, the entire Virginia Gateway Promenade is a highly visible development in this area and is currently under construction. Buildings of varied height are often expected with this type of mixed commercial/retail lifestyle center. On balance, this application is found to be consistent with the relevant components of the Long- Range Land Use Plan. Community Design Plan Analysis An attractive, well-designed County will attract quality development, instill civic pride, improve the visual character of the community and create a strong, positive image of Prince William County. The Community Design Plan sets out policies and action strategies that further the County s goals of providing quality development and a quality living environment for residents, businesses and visitors, and creating livable and attractive communities. The plan includes recommendations relating to building design, site layout, circulation, signage, access to transit, landscaping and streetscaping, community open spaces, natural and cultural amenities, stormwater management, and the preservation of environmental features. The plan also includes illustrative gateway/corridor design guidelines that recommend streetscaping elements (architecture, landscaping, signage, lighting, street furnishings, and pedestrian connections) to be incorporated into projects within the five gateways and corridors. With this proffer amendment request, the existing design guidelines remain unchanged and are in effect. Although a specific hotel end user has not been confirmed at this time, the Applicant has provided a conceptual hotel location exhibit and hotel elevation. No additional design features that would deviate from those specified and allowed in the Design Guidelines are being proposed with this hotel. Proposal s Strengths Existing Design Guidelines There are specific Design Guidelines for Virginia Gateway Promenade, which were approved in connection with REZ #PLN and REZ # and were carried forward with the previous proffer amendment, PRA #PLN Virginia Gateway Promenade is a lifestyle-type, retail center offering Page B-7

17 Attachment B Staff Analysis a mixture of commercial/retail, dining, and entertainment uses, with pedestrian-friendly streets and unique design features. There will be a main street type of layout and design with a linear open space plaza area, limited street parking, and retail shops thus creating a pedestrian-friendly theme. A taller hotel within this design scheme appears to be appropriate. There are existing, proffered design commitments applicable to Land Bay B and the entire property, which will continue to pertain. No changes are proposed to these commitments with this request for a height modification. A hotel facility, with increased height, will enhance the community design and mixed use functionality of this center since it will offer more flexibility as to the type of hotel that can be constructed. A conceptual hotel graphic has been submitted, for illustrative purposes. The overall theme and type of hotel is compatible with the overall theme of the center. Assuming this type of hotel design theme is chosen, it will likely be of high quality design, contain potential conference rooms, meeting amenities, and a pool. Proposal s Weaknesses None identified. On balance, this application is found to be consistent with the relevant components of the Community Design Plan. Transportation Plan Analysis By providing a multi-modal approach to traffic circulation Prince William County promotes the safe and efficient movement of goods and people throughout the County and surrounding jurisdictions. The Transportation Plan sets out policies and action strategies that further the County s goal of creating and sustaining an environmentally friendly, multi-modal transportation system that meets the demands for intra- and inter-county trips, is integrated with existing and planned development, and provides a network of safe, efficient, and accessible modes of travel. The plan includes recommendations addressing safety, minimizing conflicts with environmental and cultural resources, maximizing cost effectiveness, increasing accessibility of all travel modes, minimizing projected trip demand, and providing sufficient network capacity. Projects should include strategies that result in a level of service (LOS) of D or better on all roadway corridors and intersections, reduce traffic demand through transportation demand management strategies, dedicate planned rights-of-way, provide and/or fund transit infrastructure, pedestrian and bicycle pathways, and improved and coordinated access to transit facilities. The Applicants, Virginia Gateway Promenade LC and Virginia Gateway Promenade Land LC, request an amendment to the proffers associated with PRA #PLN (Virginia Gateway Promenade Addition) to modify the height regulations. They propose to modify proffer #26 to specify a maximum height of 85 feet for a hotel. The property is located at 8001 Gateway Page B-8

18 Attachment B Staff Analysis Promenade Place, a private street, between Linton Hall Road and Wellington Road immediately east of the Linton Hall Road/Gateway Promenade Place intersection. Because the proffer amendment is to allow additional height only with no additional square feet, a deferral of the DCSM required traffic impact analysis was granted by the Department of Transportation. No additional traffic is anticipated. The traffic generation from the proposed development is not anticipated to deteriorate the LOS predicted with the original development. In the planned uses for Virginia Gateway, a hotel use is capped at 84,500 gross square feet and will require 152 parking spaces, which has been factored into the parking analysis for the developed center. There will be no anticipated changes to this. The proposed proffer change to allow a hotel height of 85 feet is acceptable. No other changes are proposed to the approved transportation proffers. In addition, several of the approved proffers have been satisfied including the construction of Whitney Road, Lee Highway improvements including widening turn lanes at Linton Hall Road, New Linton Hall Road improvements including traffic signals at the New Linton Hall Road/Lee Highway/Gallerher and New Linton Hall Road/Whitney Road intersections and an asphalt trail along Limestone Drive. Staff has expressed concerns about vehicle parking and the overall availability of adequate parking. As such, the Applicant submitted a parking tabulation analysis, which indicates that at final built-out, the site will provide a surplus of 41 required parking spaces. The Virginia Department of Transportation (VDOT) has reviewed the subject proffer amendment and has no objections to its approval. Proposal s Strengths Adequate & Surplus Parking According to parking analysis that was done for Virginia Gateway, there will be a surplus of 41 parking spaces at final build-out. Appropriate parking will be provided. Furthermore, the additional height associated with the hotel will not negatively impact the overall parking situation, access, or onsite circulation patterns. There will be no increase in the overall floor area that has been previously planned for a hotel use in the Virginia Gateway Promenade, thus resulting in no additional parking needs. Proposal s Weaknesses None identified. On balance, this application is found to be consistent with the relevant components of the Transportation Plan. Page B-9

19 Materially Relevant Issues Attachment B Staff Analysis This section of the report is intended to identify issues raised during the review of the proposal, which are not directly related to the policies, goals, or action strategies of the Comprehensive Plan, but which are materially relevant to the County s responsibilities in considering land use issues. The materially relevant issues in this case are as follows: Although the proposed proffer amendment is for a height modification for a hotel in Land Bay B, the Applicant was not able to commit to specific end user. Staff would have preferred a more firm commitment as to the exact hotel that would be constructed. However, based on the assumptions of the conceptual hotel exhibits and the extent of the existing Design Guidelines for Virginia Gateway Promenade, staff was able to reach a level of comfort with the potential hotel design that could be developed. The Police Department has inquired about if the additional hotel height would allow for the potential for collocating telecommunications facilities or other public safety radio systems on the rooftop of the hotel building. These matters can be further coordinated at the time of site plan review and when a more specific building design is known. This subject proffer amendment pertains only to a portion of Land Bay B within Virginia Gateway Promenade. Therefore, the only proffers that would be affected by this proposal are those associated with Land Bay B not the remaining portions of the development. Agency Comments The following agencies have reviewed the proposal and their comments have been summarized in relevant comprehensive plan chapters of this report. Individual comments are in the case file in the Office of Planning: County Archaeologist PWC Historical Commission PWC Planning Office / Zoning PWC Police / Crime Prevention PWC Public Works Watershed / Environmental / Arborist PWC Service Authority PWC Transportation Virginia Department of Transportation Page B-10

20 Attachment C Proposed Amended Proffers Dated February 25, 2014 PROFFER STATEMENT RE: PRA #PLN #PLN , Virginia Gateway Promenade AdditionHotel Height Modification Record Owner: Virginia Gateway Owners Association, Inc., Gateway Center IV L.C., Atlas Office II LC, Atlas Walk L.C., Promenade LC and Virginia Gateway Retail L.C., Virginia Gateway Associates L.P., Virginia Gateway Commerce Center L.C., Gateway Center L.C., Gateway Plaza I L.C., Gateway Plaza II L.C.Promenade Land LC Property: G.P.I.N.: , and Property: G.P.I.N.: (portion), , , , , , , , , , , (portion), (portion), (portion) approximately Approximately acres, Brentsville Magisterial District, Prince William County, Virginia, being a portion of Land Bay B, as described in PRA #PLN (hereinafter, the "Property") Date: February 14, 2001 Revised: June 5, 2012 February 25, 2014 The undersigned hereby proffers that the use and development of the subject Property shall be in strict conformance with the following conditions and shall supersede all other proffers made prior hereto (including the proffers approved with REZ #PLN and REZ # PRA #PLN ) relative to the subject Property described above, containing approximately acres. In the event the above-referenced proffer amendment is not granted as applied for by Applicant, the below described proffers shall be withdrawn and are null and void and the proffers associated with REZ PRA # PLN shall remain in full force and effect. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. Any improvements proffered herein shall be provided at the time of development of that portion of the site adjacent to the improvement, unless otherwise specified. The term "Applicant" as referenced herein shall include within its meaning all future owners and successors in interest. For purposes of this proffer statement, "DataPort Use" shall be that use as it is defined in paragraph 18 of this proffer statement. With reference to some of the proffers set forth below, and where so indicated, it is the intent that, with reference to the development of Land Bay D (as depicted on the Land Bay Exhibit referenced in paragraph 1.a. below), there shall be alternative proffer obligations which are applicable with the implementation of the DataPort Use within this land bay. The DataPort Use shall be deemed implemented with reference to Land Bay D upon Page C-1

21 Attachment C Proposed Amended Proffers Dated February 25, 2014 issuance of a building permit for the CREC as described herein and issuance of a building permit for the 400,001 st square foot of data center use. 1. New Wellington Road TRANSPORTATION a. The Applicant shall dedicate right of way up to 116-feet in width for New Wellington Road in the general location shown on that plan identified as "Virginia Gateway Transportation/Land Bay Exhibit", prepared by Urban Engineering, dated October 6, 2000 last revised January 19, 2001, (the "Plan"), a copy of which is attached hereto and incorporated herein by reference. The alignment of New Wellington Road may be modified at the time of final engineering subject to meeting applicable County standards. b. Provided that all necessary VDOT and Prince William County approvals are obtained, the Applicant shall construct, within the right of way to be dedicated pursuant to subparagraph 1.a above, a four-lane divided roadway section between Wellington Road and New Linton Hall Road. c. As a part of New Wellington Road, the Applicant shall construct a continuous right turn lane on eastbound New Wellington Road from New Linton Hall Road to existing Limestone Drive and a continuous right turn lane on westbound New Wellington Road from Intersection #8 shown on the Plan to New Linton Hall Road. Said continuous right turn lanes are provided in lieu of additional right turn lanes at entrances in connection with individual site plans. d. Dual left turn lanes and dual free flow right turn lanes shall be provided on New Wellington Road at its intersection with New Linton Hall Road (INTX.4) as shown on the Plan. e. Except as provided in Subparagraph 1.d. above or as otherwise required at the time of site plan, a single left turn lane shall be provided at all other intersections on New Wellington Road and a right turn lane shall be provided on westbound New Wellington Road at northbound Limestone Drive, all in accordance with the Plan. 2. Limestone Drive/South Limestone Court a. The Applicant shall dedicate right of way up to 68 feet in width for Limestone Drive and South Limestone Court in the general locations as shown on the Plan at New Wellington Road and Linton Hall Road, respectively. Page C-2

22 Attachment C Proposed Amended Proffers Dated February 25, 2014 b. In the event the DataPort Use is not implemented, the Applicant shall dedicate right of way up to 68 feet in width for Limestone Drive in a manner to traverse through the Property to connect at New Wellington Road and Linton Hall Road in the general locations as shown on the Plan. c. Provided that all necessary VDOT and Prince William County approvals are obtained, the Applicant shall construct, within the right of way to be dedicated pursuant to subparagraphs 2.a. and 2.b. above, a four-lane undivided roadway section. d. Turn lanes shall be provided on Limestone Drive at its intersection with New Wellington Road as shown on the Plan (INTX.10), said turn lanes to be provided by pavement markings. e. Left and right turn lanes shall be provided on South Limestone Court (or Limestone Drive as the case may be) at its intersection with Linton Hall Road within existing right of way or right of way to be dedicated pursuant to Subparagraphs 2.a. and 2.b. above. 3. Whitney Road 1 a. The Applicant shall dedicate right of way up to 68 feet in width for Whitney Road in the general location shown on the Plan. b. Provided that all necessary VDOT and Prince William County approvals are obtained, the Applicant shall construct, within the right of way to be dedicated pursuant to Subparagraph 3.a above, a four-lane undivided roadway section with the third and fourth lanes to function as turn lanes. c. Turn lanes shall be provided on Whitney Road at its intersection with New Linton Hall Road as shown on the Plan (INTX.2), said turn lanes to be provided by pavement markings. 4. Route 29/Lee Highway 2 a. Provided that all necessary VDOT and Prince William County approvals are obtained, the Applicant shall construct, within the right of way to be dedicated as needed to accomplish said improvement, pavement widening for a width of twenty-six feet (26') along that section of Route 29/Lee Highway from its intersection with New Linton Hall Road east to the property boundary line with a transition to existing pavement for approximately 300 feet east of the Property 1 This proffer has been satisfied. 2 This proffer has been satisfied. Page C-3

23 Attachment C Proposed Amended Proffers Dated February 25, 2014 boundary, and for a width of twenty-six feet (26') along that section of Route 29/Lee Highway from its intersection with existing Linton Hall Road. b. Dual left turn lanes shall be provided on westbound Lee Highway and a free flow right turn lane shall be provided on eastbound Lee Highway at its intersection with New Linton Hall Road in accordance with the Plan (INTX.1). c. The Applicant shall close Median Break A in Lee Highway and remove the traffic signal, as said Median Break A is shown on the Transportation Plan, in conjunction with the opening of the Lee Highway/New Linton Hall Road intersection for public use and operation of the traffic signal at said intersection. d. The Applicant shall close Median Break B in Lee Highway, as said Median Break B is shown on the Plan. e. The Applicant shall reserve right of way and temporary construction easements for future dedication for a grade separated intersection at Lee Highway and New Linton Hall Road as shown on the Plan. Said right of way shall be dedicated upon the request of Prince William County, at no cost to Prince William County or the Virginia Department of Transportation ("VDOT"), provided a grade separated intersection has been approved by the Commonwealth Transportation Board and funded. Other than connecting on-site storm sewer and water to existing facilities in Route 29, the Applicant shall not construct any utilities within said reservation area unless required by a public agency. Notwithstanding said reservation, the Applicant shall have the right to use the land located within the reservation area until the initiation of construction of said grade separated intersection for surface parking, signage and landscaping. The obligation to dedicate such right of way pursuant to this proffer is subject to the following: (1) If at the time the parking spaces located within the reservation area are removed due to the dedication, it is then determined that a parking credit can be granted for any spaces lost due to the proposed dedication in accordance with Section of the Prince William County Design and Construction Standards Manual or such other applicable standard which may exist at the time of the request. (2) Applicant shall be responsible only for the relocation of any sign and landscaping located within said reservation area or the cost thereof. The balance of costs associated with the relocation of other facilities such as utilities and removal of parking shall be the responsibility of the entity responsible for construction of the grade separated intersection. (3) In the event the County or VDOT determine or take specific action to indicate that the said grade separate intersection is not necessary or will not be constructed, the Applicant will have no further obligation to reserve Page C-4

24 5. New Linton Hall Road 3 Attachment C Proposed Amended Proffers Dated February 25, 2014 right of way for future dedication and shall be released from building restrictions as set forth above. a. The Applicant shall dedicate right of way up to 116 feet in width for New Linton Hall Road in the general location shown on the Plan. b. Provided that all necessary VDOT and Prince William County approvals are obtained, the Applicant shall construct, within the right of way to be dedicated pursuant to subparagraph 5.a. above, a six-lane divided roadway section between Route 29/Lee Highway and Whitney Road and a four-lane divided roadway section between Whitney Road and New Wellington Road in accordance with the phasing set forth in Paragraph 8 below. Said road construction shall include a transition back to and tie in with existing Linton Hall Road as shown on the Plan. Pursuant to the phasing of construction of New Linton Hall Road as set forth herein below, an interim connection shall be provided between existing Linton Hall Road and the ½ section of New Linton Hall Road in the general location as shown on the Plan subject to VDOT approval. Said interim connection shall be provided prior to or concurrently with the closing of Median Break A as set forth in subparagraph 4.c. above. c. Dual left turn lanes, dual free flow right turn lanes and a single through lane to Gallerher Road shall be provided on northbound New Linton Hall Road at its intersection with Lee Highway (INTX.1) in accordance with the Plan. d. Dual left turn lanes on southbound New Linton Hall Road and a single right turn lane on northbound New Linton Hall Road shall be provided at Intersection #2 in accordance with the Plan. At the time that New Linton Hall Road is widened by others south of Whitney Road as a six lane divided facility, the County and/or VDOT shall determine the use of the second left turn lane as a dedicated turn lane, shared turn/thru lane or a thru lane. e. A left turn lane on northbound New Linton Hall Road and right turn lane on southbound New Linton Hall Road shall be provided at its intersection with Whitney Road (INTX.2) as shown on the Plan. f. Dual left turn lanes on southbound New Linton Hall Road and a single free flow right turn lane on northbound New Linton Hall Road shall be provided at its intersection with New Wellington Road (INTX.4) as shown on the Plan. g. Reimbursement of proffered public road improvements: The Applicant acknowledges that the need for the construction of New Linton Hall Road may 3 This proffer has been satisfied. Page C-5

25 Attachment C Proposed Amended Proffers Dated February 25, 2014 exist or arise in advance of the Applicant's development schedule. Accordingly, the Applicant agrees that in the event any or all of the proffered improvements for New Linton Hall Road are completed by either the County or the Virginia Department of Transportation using public funds, the Applicant shall reimburse the appropriate public body for the costs of such construction that would otherwise be provided by Applicant in accordance with these proffers. The payment of the agreed upon sums will be at the time the said improvements are to be constructed as set forth herein. The Applicant shall be provided with adequate notice in order to have the right to review and comment on all designs and specifications for such construction, participate in the bidding for such construction, and, in fact, construct such improvements if desired by the Applicant at the time such improvements would have been constructed by the County or VDOT. 6. Site Entrances: The two (2) entrances to the Property on the eastern side of New Linton Hall Road, identified as part of Intersections #2 and #3 on the Plan, and the entrance to the Property located on the north side of New Wellington Road, identified as part of Intersection #8 on the Plan, shall be constructed as private four-lane divided entrances. Said entrances shall be constructed in conjunction with development of the land bay(s) served by said entrances. 7. Signalization a. The Applicant shall provide traffic signals, if and when warranted by the Virginia Department of Transportation, in accordance with the following: (1) A traffic signal at the intersection of New Wellington Road and Limestone Drive (INTX.10). (2) A traffic signal at the intersection of New Linton Hall Road/Whitney Road/Retail Entrance (INTX.2). 4 (3) A traffic signal at the intersection of New Linton Hall Road and Route 29/Lee Highway/Gallerher Road (INTX.1). 5 (4) A traffic signal at the intersection of South Limestone Court (or Limestone Drive as the case may be) and Linton Hall Road (INTX.7). (5) A traffic signal at the intersection of New Wellington Road and New Linton Hall Road (INTX.4). 4 This proffer has been satisfied. 5 This proffer has been satisfied. Page C-6

26 Attachment C Proposed Amended Proffers Dated February 25, 2014 (6) Signals shall be provided at other intersections along New Linton Hall Road and New Wellington Road if it is determined that signals are needed at the time site plans are filed for development which impacts a given intersection. In the event it is determined that a signal is not warranted in connection with a site plan, the Applicant shall have no further responsibility or obligation to provide a signal at such intersection. (7) In the event the DataPort Use is not implemented, signals shall be provided at intersections along Limestone Drive if determined that signals are needed at the time site plans are filed for development which impact a given intersection. In the event it is determined that a signal is not warranted in connection with a site plan, the Applicant shall have no further responsibility or obligations to provide a signal at such intersection. b. In the event that other funds have been proffered or paid by others, except the County or VDOT, for the traffic signal at the intersection of New Linton Hall Road and Route 29 (or existing Linton Hall Road and Route 29) or the other signals referenced herein prior to the construction of said traffic signal by the Applicant, said funds shall be used and credited toward the cost of the traffic signal. 8. Phasing of Road Improvements a. The phasing set forth herein below is for the implementation of the transportation improvements only and is not intended to establish phasing parameters with reference to the sequence of the development of specific land bays. The Applicant shall have the right to commence development on any portion of the Property provided the transportation improvements referenced herein are provided at the time the thresholds based on gross floor area (GFA) and/or average vehicle trips per day (VPD) are reached which require implementation of the respective phase of road improvements. Nothing contained herein shall relieve the property owner from the road improvements as otherwise required in connection with the approval of a site plan. b. The following roads and associated improvements shall be in service by the issuance of the first occupancy permit for development on that portion of the Property located west of Rocky Branch as it traverses the Property. For purposes of these transportation improvements, "in service" shall be interpreted to mean that the referenced roads are open for public use but not yet accepted into the State system for maintenance. With the construction of said improvements, the Applicant shall have the right to occupy up to a maximum of 350,000 square feet of GFA, excluding parking structures, in the referenced portion of the Property. (1) Route 29 improvements listed in Paragraphs 4a-4d. Page C-7

27 Attachment C Proposed Amended Proffers Dated February 25, 2014 (2) New Linton Hall Road as a six lane divided roadway from Lee Highway to Whitney Road with associated turn lanes on New Linton Hall Road as set forth on the Plan (INTX.1 and INTX.2). (3) New Linton Hall Road as a two lane roadway (½ section) from Whitney Road to existing Linton Hall Road, including the interim connection between New Linton Hall Road and existing Linton Hall Road as generally set forth on the Plan. The transition between New Linton Hall Road and existing Linton Hall Road shall be designed and constructed in a manner which establishes New Linton Hall Road as the thru movement for northbound traffic and which precludes northbound traffic from continuing on a thru basis to existing Linton Hall Road beyond the point of transition, subject to County and VDOT approval. (4) Provide traffic signals at the Route 29/New Linton Hall Road/Gallerher Road intersection (INTX.1) and New Linton Hall Road/Whitney Road/Retail entrance intersection (INTX.2). c. The following roads and associated improvements shall be in service by the issuance of an occupancy permit for the 350,001st square foot of GFA, excluding parking structures, constructed on that portion of the Property located west of Rocky Branch as it traverses the Property. With the construction of said improvements, the Applicant shall have the right to occupy up to a maximum of 550,000 square feet of GFA, excluding parking structures, in the referenced portion of the Property. (1) Improvements identified in subparagraph 8.b above. (2) Two (2) additional lanes on New Linton Hall Road from Whitney Road to future New Wellington Road with associated turn lanes on New Linton Hall Road and the transition to and tie in with existing Linton Hall Road as generally set forth on the Plan. (3) Remove interim connection between New Linton Hall Road and existing Linton Hall Road. (4) Whitney Road from New Linton Hall Road to existing Linton Hall Road with associated turn lanes on Whitney Road as set forth on the Plan. d. The following roads and associated improvements shall be in service by the issuance of an occupancy permit for the 550,001st square foot of GFA, excluding parking structures, constructed on that portion of the Property located west of Rocky Branch as it traverses the Property. With the construction of said improvements, the Applicant shall have the right to occupy up to a maximum of 4.9 million square feet of GFA, excluding parking structures, on the Property if the DataPort Use is implemented, of which no more than 1.2 million square feet shall be retail space. If the DataPort Use is not implemented, the Applicant shall Page C-8

28 Attachment C Proposed Amended Proffers Dated February 25, 2014 have the right to occupy up to a maximum of 2.3 million square feet of GFA subject to the retail limitation as set forth herein above. (1) Improvements identified in subparagraphs 8.b and 8.c above. (2) New Wellington Road from New Linton Hall Road to existing Wellington Road with associated turn lanes on New Wellington Road as set forth on the Plan. (3) Provide traffic signal at New Linton Hall Road/New Wellington Road intersection (INTX.4). (4) Limestone Drive between existing Wellington Road and New Wellington Road with associated turn lanes on Limestone Drive as set forth on the Plan. (5) Provide traffic signal at Limestone Drive/New Wellington Road intersection (INTX.10). e. With reference to the development of that portion of the Property located east of Rocky Branch as it traverses the Property, the Applicant shall have the right to develop said portion of the Property subject to site plan approval and the provision of those road improvements required in connection with said site plan approval subject to the following: (1) Site plans shall not be approved for Land Bay D which results in the generation of more than 5,500 VPD in connection with such site plans, cumulatively, until New Wellington Road is constructed between Wellington Road and New Linton Hall Road. f. Development of the Property resulting in a cumulative total gross floor area (GFA), excluding parking structures, in excess of 4.9 million square feet, in the event that the DataPort Use is implemented and 2.3 million square feet in the event the Data Port Use is not implemented, and/or a cumulative retail GFA in excess of 1.2 million square feet under either alternative shall require a new Traffic Impact Analysis (TIA) in accordance with the following, unless determined not necessary by the Department of Public Works: (1) A TIA shall be submitted with the site plan which results in each 50,000 square feet incremental increase in total GFA in excess of 4.9 million square feet excluding parking structures, assuming that the DataPort Use is implemented, or in the alternative, 2.3 million square feet, excluding parking structures, if the DataPort Use is not implemented. Page C-9

29 Attachment C Proposed Amended Proffers Dated February 25, 2014 (2) A TIA shall be submitted with the site plan which results in each 50,000 square feet incremental increase in the total retail GFA in excess of 1.2 million square feet, excluding parking structures. Said TIA shall determine the impact of the additional development on the surrounding roads and the Applicant shall be responsible for providing those improvements to roads located within and abutting the Property identified in the TIA which are required as a result of the traffic generated by the proposed development. g. Limestone Drive/South Limestone Court (1) In the event the DataPort Use is implemented, construction of Limestone Drive and South Limestone Court as a public dedicated right of way at New Wellington Road and New Linton Hall Road, respectively, to the extent reflected on the Plan and associated turn lanes shall take place as the adjacent sites served by said roadway segments are developed and access to said sites is provided from Limestone Drive and South Limestone Court. (2) In the event the DataPort Use is not implemented, construction of Limestone Drive between New Wellington Road and New Linton Hall Road and associated turn lanes shall take place as the adjacent land bays in Land Bay D are developed and access to said land bays is provided from Limestone Drive. (3) At the time South Limestone Court (or Limestone Drive as the case may be) is connected to Linton Hall Road, the Applicant shall provide a signal at this intersection (INTX.7). 9. Atlas Property Access: The Applicant shall reserve an area to accommodate a twentytwo foot (22') wide travelway across the Property to provide access to the Atlas Property, identified in the land records of Prince William County as Tax Map # , from New Wellington Road. The exact location of said travelway shall be determined at the time a site plan is filed for that portion of the Property between the Atlas Property and New Wellington Road. 10. Median crossovers on New Linton Hall Road and New Wellington Road shall be allowed in accordance with County and VDOT standards and, subject to improvements identified otherwise herein, left and right turn lanes shall be provided at each said intersection. 11. Right-in/right-out access to the Property shall be allowed on New Wellington Road and New Linton Hall Road in accordance with the standards set forth in the DCSM and the following parameters. It is the intent of this proffer to establish the maximum number of access points to be located along these roads only. Access points on other roads and road Page C-10

30 Attachment C Proposed Amended Proffers Dated February 25, 2014 segments shall be determined at the time site plans are submitted along said roadways and roadway segments. a. A maximum of four (4) right-in/right-out access points on the north side of New Wellington Road between Limestone Drive and New Linton Hall Road. b. A maximum of three (3) right-in/right-out access points on the south side of New Wellington Road between Limestone Drive and New Linton Hall Road. c. A maximum of one (1) right-in/right-out access point on the east side of New Linton Hall Road between Whitney Road and New Wellington Road. Depending upon the location of New Wellington Road, a second right-in/right-out access point may be approved by the Department of Public Works at the time of site plan based on the need for such entrance relative to the specific uses(s) proposed. d. A maximum of one (1) right-in/right-out access points on the west side of New Linton Hall Road between Whitney Road and New Wellington Road. A second right-in/right-out access point may be approved by the Department of Public Works at the time of site plan based on the need for such entrance relative to the specific uses(s) proposed. 12. In the event the DataPort Use is not implemented, the Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $0.40 per square foot for each square foot of GFA constructed on the Property in excess of 750,000 square feet, excluding parking structures, up to a maximum of $500,000, said contribution to be paid on a prorata basis with the issuance of each building permit for development in excess of 750,000 square feet. Said contribution shall be used, at the discretion of the County, for the construction of the fifth and sixth lanes on New Linton Hall Road north of Limestone Drive or for the design and/or construction of ramps at the Gainesville interchange on Interstate 66 which serve traffic headed south on the Linton Hall Road and Wellington Road corridors or such other transportation improvements within one mile of the Property. 13. Bike/Pedestrian Network a. In lieu of sidewalks and subject to the approval and permitting by the County and VDOT, the Applicant shall construct an eight foot (8') wide asphalt bike/pedestrian trail within the right of way on the east side of New Linton Hall Road between Lee Highway and New Wellington Road, on the south side of New Wellington Road between New Linton Hall Road and existing Wellington Road, including the frontage of the adjacent property identified with Prince William County Geographic Parcel Identification Number (formerly Tax Map Parcel ) (hereinafter "Lot 7"), and on the south side of Lee Highway as shown on the Transportation Plan. Said trails shall be constructed in accordance with the BT-1 standard set forth in the Prince William County Design Page C-11

31 Attachment C Proposed Amended Proffers Dated February 25, 2014 and Construction Standards Manual. The construction of said trails is contingent upon future maintenance being provided by VDOT. b. In the event the DataPort Use is implemented, in lieu of sidewalks and subject to the approval and permitting by the County and VDOT, the Applicant shall construct an eight foot (8') wide asphalt bike/pedestrian trail within a fifteen foot (15') wide easement located on the west side of Limestone Drive and South Limestone Court on the Property. In the event the DataPort Use is not implemented, said trail shall extend along the west side of Limestone Drive as said road traverses the Property and, at the discretion of the Applicant, may meander through the Property. 6 c. The Applicant shall construct a 4-foot wide sidewalk on the south side of Whitney Road in accordance with the Prince William County Design and Construction Standards Manual, as shown on the Plan. 14. The Applicant shall make available 125 parking spaces on the Property or on an off-site location which will accommodate Linton Hall Road traffic for use as a commuter parking lot. The Applicant shall be responsible for grading the site and providing a gravel surface suitable for use as a commuter parking lot. Said parking shall be available for use upon occupancy of 50,000 square feet of building floor area located within that portion of the Property subject to the rezoning. The location of said parking spaces shall be as determined by the Applicant but shall be located in an area reasonably accessible to commuter traffic from Linton Hall Road. Further, the Applicant reserves the right to relocate said commuter parking spaces periodically, not more than one time per year, onsite or off-site, to a location that will continue to accommodate Linton Hall Road traffic. In the event the parking spaces are relocated, the Applicant shall provide Prince William County three (3) months notice of said relocation. Upon relocation of the commuter parking spaces, the Applicant shall be responsible for grading each new site and providing a gravel surface suitable for use as commuter parking. The commuter parking spaces shall be provided in a permanent, final location, as determined by the Applicant, by the time one million square feet of GFA is constructed on the Property. At the time said commuter parking spaces are provided in the permanent location, an asphalt surface, parking space pavement striping and lighting shall be provided. Said spaces may be part of the required parking for a use which does not need to use said spaces Monday through Friday during the day. 6 This trail has been constructed along existing Limestone Drive at New Wellington Road. Page C-12

32 Attachment C Proposed Amended Proffers Dated February 25, 2014 USES AND SITE DEVELOPMENT 15. Within the B-1 zoning district, the following uses shall be prohibited on the Property: a. Ambulance service maintenance facility b. Crematorium c. Fraternity, sorority, ancillary to college, university or seminary d. Marina e. Mobile home and office sales, lease or service f. Motor vehicle fuel station, nonretail g. Motor vehicle impoundment yard h. Motor vehicle towing i. Heliport j. Helistop k. Race track l. Secondary residential m. Taxi and limousine dispatching n. Travel trailer and camp park o. Truck stop with related facilities p. Water transportation facility q. Commercial parking r. Company vehicle service facility s. Self storage facility t. Theater (drive-in) u. Truck stop with related facilities 16. For purposes of further defining the uses permitted on the Property, the following shall apply to Land Bays A and B as the limits of said land bays are set forth on the Plan: a. A minimum of 250,000 square feet of cumulative retail gross floor area (GFA) ultimately shall be developed in Land Bay A. This commitment with reference to a minimum square footage shall be evidenced over time with the submission of a series of plans which reflect retail space and, with the submission of each plan the Applicant shall, if requested by the County, verify that there is sufficient undeveloped land to accommodate the balance of the undeveloped space. b. Pad sites shall be restricted as set forth below with a pad site being defined as a freestanding single retail sales use, including all types of restaurants, containing less than 5,000 square feet of GFA. (1) No pad sites shall be located along the Route 29 frontage of Land Bay A or within a distance of 250' of the Route 29 right of way line abutting Land Bay A. Page C-13

33 Attachment C Proposed Amended Proffers Dated February 25, 2014 (2) A maximum of six (6) pad sites shall be constructed in Land Bay A of which no more than 1 pad site shall be a freestanding quick service food store. (3) No pad sites shall be approved until a minimum of 100,000 cumulative square feet of GFA is constructed in Land Bay A. For purposes of this proffer, constructed space shall be defined as a building being under roof and the exterior building skin in place. (4) A maximum of six (6) pad sites may be constructed once a minimum of 100,000 cumulative square feet of GFA has been constructed in Land Bay A. (5) A maximum of eight (8) pad sites may be constructed in Land Bay B. 17. For purposes of further defining the parameters of development on the Property, the following shall apply to Land Bay C as the limits of said land bay are set forth on the Transportation Plan: a. Buildings shall be a maximum of one story, not to exceed twenty-four feet (24') in height, except that office buildings may be a maximum of two stories in height. b. No business signs or lights, except for security lights, shall be permitted on the sides of buildings facing existing Linton Hall Road. c. There shall be a one hundred and twenty foot (120') building setback from the western line of the existing Linton Hall Road right of way. d. All uses and buildings located across existing Linton Hall Road from residential uses shall be oriented so that the fronts of the buildings and uses are not oriented toward existing Linton Hall Road. e. A maximum of one (1) entrance shall be permitted along the existing Linton Hall Road frontage of Land Bay C, which entrance shall be eliminated if an entrance to Land Bay C is approved on Whitney Road. 18. In the event the DataPort Use is implemented, within Land Bay D uses shall be limited to data and computer services, technology based industries and related ancillary and support activities and uses, including a central reliability energy center (CREC) and its components (i.e., generators, chillers, cooling towers, storage tanks, exhaust stacks, switching equipment, etc.) ["DataPort Use"]. In the event the DataPort Use is not implemented, all uses authorized shall be allowed within Land Bay D with the exception of a racetrack and outside shooting range. Page C-14

34 Attachment C Proposed Amended Proffers Dated February 25, In the event the DataPort Use is implemented, the maximum density within Land Bay D shall not exceed.5 FAR, however, individual lots or parcels created within Land Bay D may exceed.5 FAR so long as a.5 FAR is maintained overall for Land Bay D. 20. In the event the DataPort Use is implemented, the Applicant shall have the right to install utilities such as chilled water, electric, communication, fiber, control wiring and steam above or below ground, as determined by the Applicant, within the limits of the Property. Sanitary sewer, domestic water and natural gas utilities shall be located underground on the Property except on that portion of the Property which is developed with the CREC. 21. The acceptance and approval of this rezoning application by the Prince William Board of County Supervisors authorizes the construction of water and sewer lines and facilities, gas lines, high voltage electric lines and facilities, fiber optic cables, an energy center as described in the application documents, and the construction/extension of other off-site public utility lines and facilities necessary to service this Property and the uses contemplated by this rezoning, including the energy center (CREC) pursuant to the Virginia Code Section and the Prince William County Code Section (b). The specific location and design of such facilities shall be determined at the time of site plan. 22. In the event the DataPort Use is implemented, the maximum height of buildings located within Land Bay D exclusive of the CREC area shall be seventy feet (70) and telecommunications antennae/facilities shall be a maximum of ninety-five feet (95'). Within the CREC area, the following facilities and equipment may exceed the height limit in the M-1 District in accordance with the following: a. Cooling Towers up to a maximum height of 60'. b. Piping, support racks and valves up to a maximum height of 50'. c. Open air switch yard and "take off" towers for electric transmission lines in the switch yard up to a maximum height of 95', or as otherwise required by the public utility. d. Heat recovery steam generators and exhaust stacks up to a maximum height of 120'. e. Water storage tanks up to a maximum height of 95'. f. Transitional piping and related fixture connections shall not exceed the height of the equipment to which it is being connected. 23. In the event the DataPort Use is not implemented a maximum of thirty-five percent (35%) of the total gross floor area (GFA) constructed on the M-2 zoned portion of the Property upon full buildout shall be warehouse/distribution buildings. For purposes of this proffer, warehouse/distribution buildings shall be defined as buildings devoted Page C-15

35 Attachment C Proposed Amended Proffers Dated February 25, 2014 exclusively to the storage and/or distribution of products or materials which are not used in conjunction with other activity occurring on the Property such as research and development, product engineering, assembly and manufacturing. In the event an office or other non-warehouse/distribution use is located within a warehouse/distribution building, said office or other use shall not be counted against the thirty-five percent (35%) warehouse/distribution building limitation. 24. The Applicant shall provide street lights, meeting the design specifications of Prince William County and the Virginia Department of Transportation, at all intersections of public streets. 25. Parking Lot Lighting a. Parking lot lighting shall be compatible and coordinated within the individual Land Bays on the Property. Lighting fixtures shall direct light downward and inward so as to reduce glare onto adjacent streets and properties but allow sufficient lighting for security and safety purposes. b. The Applicant agrees that low pressure sodium-vapor lamps shall be prohibited in all parking areas located within B-1 districts. c. Within Land Bay C, freestanding parking lot lighting shall be a "shoebox" style and shall have a maximum height of thirty feet (30'). 26. The maximum height of buildings located in Land Bay B and within 350' of the western right of way line of existing Linton Hall Road shall be thirty feet (30'), exclusive of architectural features, except for buildings which are less than 30,000 square feet in size, which shall have a maximum height of thirty-five feet (35'), exclusive of architectural features. Pursuant to Zoning Ordinance Section , the maximum height of any hotel on Land Bay B may be eighty-five feet (85'). 27. Land Bay B a. The following uses shall be prohibited within Land Bay B: (1) Hospital (2) Motor vehicle repair (3) Motor vehicle sales, lease, rental (4) Motorcycle sales, rental, lease, service or repair (5) Mobile Home or office sales, lease, service (6) Car wash (7) Commercial kennel (8) Company vehicles service facility (9) Marina (10) Freestanding drive-thru restaurant Page C-16

36 Attachment C Proposed Amended Proffers Dated February 25, 2014 b. The parcel shall be developed pursuant to a "main street" layout and design which includes a linear open space plaza area, shops framing the linear open space/plaza area and streets to create a pedestrian focused project with parking generally located behind the stores and with limited convenience parking in front of the stores, all as reflected on the exhibit entitled "Promenade at Virginia Gateway Building Envelope Exhibit (Land Bay B)", prepared by Dewberry, dated October 28, 2011, last revised April 2, c. The parcel shall be developed substantially in accordance with the concepts and parameters set forth in the design guidelines entitled "Promenade at Wentworth Green Design Guidelines", dated May 19, d. The number of drive-throughs shall not exceed three (3) on Land Bay B and each of the drive-throughs shall only be permitted with the approval of a special use permit. Said drive-throughs shall not be located within 575 feet from the edge of the Linton Hall Road right-of-way and shall not be permitted on the portion of Promenade Commons Street that is parallel to Linton Hall Road. e. No more than one (1) motor vehicle fuel station, retail shall be permitted on Land Bay B. SIGNAGE 28. The Applicant shall have the right to a maximum of five (5) project identification signs on the Property to include a maximum of two (2) primary signs and a maximum of four (4) secondary signs. Said signs shall be located at the entrances to the Property (i.e., New Linton Hall Road/Route 29, Wellington Road/New Wellington Road South Limestone Court/Linton Hall, and New Wellington Road/Limestone Drive). Each said sign shall be a monument style and shall have a maximum height of ten feet (10'). The maximum sign area of primary signs shall be 350 square feet and the maximum sign area of secondary signs shall be 200 square feet. 29. Other signage on the Property shall be in accordance with the sign regulations set forth in the Prince William County Zoning Ordinance or as approved by a subsequent special use permit, rezoning or proffer amendment application. 30. Signage shall be coordinated, in terms of design and materials, within the B-1 and M-2 zoned portions of the Property, respectively. Page C-17

37 Attachment C Proposed Amended Proffers Dated February 25, 2014 ARCHITECTURE AND AESTHETICS 31. The Applicant shall cause to be established an association charged with responsibility to oversee the coordinated development and ongoing management and maintenance of the Property The Applicant shall enforce uniform development standards through the "Declaration of Protective Covenants for Stonecrest Business Park" ("Declaration") recorded against all those properties currently subject thereto. Said development standards may include different standards appropriate for and as an acknowledgment of the different zoning classifications and corresponding uses and shall further allow for different themes within each of the various land bays on the Property. 33. Within Land Bays A, B and C, the Applicant shall, within each land bay, respectively, utilize similar architectural elements/features, such as roof pitch, materials, textures, color families and/or window treatments, so as to create a coordinated theme of architecture within each land bay, respectively. This proffer shall not be interpreted to preclude the ability of individual users to utilize architectural themes which incorporate corporate logos and identities as an element of the overall coordinated theme. Prior to the issuance of the first building permit in each such land bay, the Applicant shall submit to the Planning Office the design criteria for each such land bay as evidence of the coordinated theme of architecture to be implemented. 34. The balance of the retail development on the Property located in Land Bays other than Land Bays A, B and C shall utilize similar architectural elements/features, such as roof pitch, materials, textures, color families and/or window treatments, so as to create a coordinated theme of architecture within each Land Bay. This proffer shall not be interpreted to preclude the ability of individual users to utilize architectural themes which incorporate corporate logos and identities as an element of the overall coordinated theme. Prior to the issuance of the first building permit in any such land bay, the Applicant shall submit to the Planning Office the design criteria for such land bays as evidence of the coordinated theme of architecture to be implemented. 35. All exterior walls of buildings to be constructed shall be of brick, masonry, architectural concrete, architectural steel, wood siding or respective/similar substitute materials as approved by the Virginia Gateway Architectural Review Board ("VARB") in accordance with the "Declaration" and in no event will the exterior walls be corrugated metal. The facades of buildings located within the B-1 zoned portion of the Property and having an orientation toward New Linton Hall Road, New Wellington Road or Route 29 shall not be constructed of natural or painted smooth faced concrete block. The restrictions set forth in this proffer shall not apply to the CREC area associated with the DataPort Use. 7 This proffer has been satisfied. Page C-18

38 Attachment C Proposed Amended Proffers Dated February 25, Exterior mechanical and electrical equipment, including air conditioning equipment, air handling equipment, transformers, vents and fans, and pumphouses, shall be screened by the building exterior walls or by building materials similar in appearance to those used in the principal structure or by means of berming or landscaping. The restrictions set forth in this proffer shall not apply to the CREC area associated with the DataPort Use. 37. For those parcels located with frontage on New Wellington Road and New Linton Hall Road, the Applicant shall make a reasonable effort to locate loading areas and outside storage with an orientation away from New Wellington Road and New Linton Hall Road with the objective of minimizing the visibility of said uses from these roads. Where loading and/or outdoor storage have to be oriented towards Route 29 or New Linton Hall Road, said areas shall be screened with landscaping, walls or fencing. 38. Dumpsters shall be located as unobtrusively as reasonably possible on the Property and shall be screened by material similar to the principal structure. Gates shall be covered with opaque materials. LANDSCAPING/STREETSCAPE/BUFFERS 39. The owners or developers of individuals lots shall be responsible for landscaping of said lots in accordance with a landscape plan prepared by a registered landscape architect and approved by "SARB" per the "Declaration", said plan shall be implemented within one planting season following substantial completion of the building. 40. The Applicant shall provide landscape easements on the Property along the frontage of New Wellington Road from New Linton Hall Road to Limestone Road, New Linton Hall Road from Lee Highway to the northern limits of the Rocky Run floodplain and Whitney Road as shown on the exhibit entitled "Conceptual Street Plantings", prepared by BZI and dated July 7, 1995, last revised December 18, 1995, attached hereto and incorporated herein by reference (Conceptual Street Plantings Plan), in accordance with the following: a. A thirty foot (30') wide landscape easement shall be provided on one side of said roads. b. A fifteen foot (15') wide landscape easement shall be provided on the said streets on the side opposite the thirty foot (30') wide easement. Said easement shall be located between a fifteen foot (15') wide utility easement adjacent to the public right of way and any buildings or uses developed on individual parcels. In the event the said 15' utility easement is increased in width, the width of said adjacent landscape easement may be reduced accordingly but in no event shall it be less than ten feet (10'). Page C-19

39 Attachment C Proposed Amended Proffers Dated February 25, The Applicant shall provide, within the landscape easements referenced in Paragraph 40 above, a streetscape in substantial accordance with the following: a. The minimum standard for street landscaping shall be a mixture of deciduous and evergreen trees. At the Applicant's option, trees and shrubs may be planted in clusters but trees shall be planted at an equivalent rate of one tree every twentyfive linear feet (25') of roadway frontage. Additional shrubbery may be utilized as determined appropriate by the Applicant and Applicant's landscape architect. In no event shall street landscaping be less than the requirement as set forth in the Prince William County Design and Construction Standards Manual. b. The planting scheme shall be in substantial accordance with the Conceptual Street Plantings Plan which may be modified to take into account topography, existing vegetation, utility connections, parcel entrances and lot lines. c. Berming treatment shall be incorporated into the street landscaping plans on both sides of roads and will vary in height and form depending on topography, existing and planned vegetation, utilities, and parcel entrances. d. Landscaping and berming referenced in Subparagraphs 41.b and 41.c above shall be installed during site development of the adjacent land bays or earlier as part of other development as determined by the Applicant. e. The above referenced landscaping program may be located in the road rights of way (by permit) or in areas outside of the required street rights-of-way, in both cases said landscaping is not part of the engineering design of the roads, or any part thereof. The landscaping plans will not be submitted as part of the road plans or design, and the County's review and approval of such road plans or designs will not be conditioned upon obtaining or reviewing said landscaping plans. Landscape plans for the above described landscape easements will be submitted for County review no later than with the site plan for each parcel or lot as it is developed pursuant to Prince William County ordinances. f. In the event the street landscaping is permitted within the road rights of way, the Applicant shall provide said streetscape plantings within the New Wellington Road right of way across the frontage of the adjacent Lot 7 to the extent said landscaping can be located within the right of way. 42. The Applicant shall provide, within the strip of land located between existing Linton Hall Road and New Linton Hall Road, landscaping substantially in accordance with that which is depicted on the "Conceptual Street Plantings for Land Bay C", dated January 22, 1996, last revised February 21, 1996 ("Land Bay C Conceptual Street Plantings Plan), subject to County and/or VDOT approval. Subject to the approval of the County, VDOT and the Service Authority, said landscaping shall include berming and shrubs and, where feasible, existing trees will be preserved and/or additional trees planted. The Applicant shall maintain said landscaped area. Page C-20

40 Attachment C Proposed Amended Proffers Dated February 25, All uses located in Land Bay C shall be screened from the residential uses located across existing Linton Hall Road by landscaping, consisting primarily of evergreen trees and shrubs, and a solid wood fence (6' in height) located within a thirty foot (30') wide vegetated area abutting existing Linton Hall Road, said screening limited only by existing utilities and possible future entrance. The fence shall be constructed along the existing Linton Hall Road frontage of Land Bay C in the location substantially as shown on the Land Bay C Conceptual Street Plantings Plan. Berms shall be utilized in the area located between existing and New Linton Hall Roads immediately south of Land Bay C. The objective of said screening shall be to minimize visibility from the existing residences into Land Bay C. Said screening shall be implemented on a site by site basis as the property develops and shall be coordinated among parcels as part of the SARB review process. Where there is sufficient existing vegetation for screening purposes, there shall be selective clearing of existing vegetation to allow for supplemental plantings of trees and shrubs to provide for a coordinated appearance of landscaping. In areas where there is no existing vegetation, where existing vegetation is removed or where such vegetation does not provide an effective screen, additional plantings will be provided at a minimum rate of fifty (50) plant units per 100 linear feet of Land Bay C frontage along existing Linton Hall Road inclusive of existing vegetation, in substantial accordance with the Land Bay C Conceptual Street Plantings Plan. The screening and landscaping provided for herein shall not preclude entrances to the Property as otherwise approved by the County and/or VDOT. 44. Landscaping described in these proffers shall satisfy the requirement for Perimeter Parking Lot Landscaping per Section of the Prince William County Design and Construction Standards Manual. 45. Notwithstanding proffers #40 and #41 above, in the event the DataPort Use is implemented, landscape treatment along the New Wellington Road frontage of the Property and at the entrance to the Property at Limestone Drive and New Wellington Road within a thirty foot (30') wide area outside the public right of way shall be generally consistent with the standards set forth in proffer #41 above. Said landscape/streetscape treatment shall include a decorative fence of a similar design to one of those shown in the said exhibit by HDR Architects, Inc. and dated October Said fence shall extend along the New Wellington Road frontage of the Property and along the southern boundary of Land Bay D for a distance of approximately 100' on both sides of South Limestone Court. As an extension to the said decorative fence along the southern boundary of the Land Bay D, the Applicant shall provide, a vinyl clad chain link fence along the remainder of the southern boundary of Land Bay D and along the northern boundary adjacent to the Commonwealth Gas property (G.P.I.N ) at a minimum. The Applicant reserves the right to provide a second interior parallel fence for security purposes and such fence may be galvanized chain link or other material as determined by the Applicant. Page C-21

41 Attachment C Proposed Amended Proffers Dated February 25, In the event the DataPort Use is implemented, a fifty foot wide (50') buffer shall be provided along the southern boundary of the property adjacent to the Catholic Church property. Within said buffer, existing vegetation shall be preserved to the extent reasonably possible and shall be supplemented as necessary to provide the planting standard for such buffer as set forth in the DCSM. ENVIRONMENTAL 47. The Applicant shall provide stormwater management designed to BMP criteria. 48. The Applicant shall size the stormwater management facilities on the Property to accommodate runoff from the adjacent Lot 7 and shall provide all easements reasonably required and located to allow for the runoff from Lot 7 to said facilities. 49. The Applicant shall provide the primary stormwater management facility in Rocky Branch stream valley, subject to approval by applicable state and federal agencies. If said facility is built as a wet pond, it shall be designed to provide a valve at the outlet structure to allow for drawdown of water to provide additional storage capacity for spills and preclude runoff of spills below the dam. At the time of construction of said pond and installation of said valve, the Applicant shall provide operational instructions to the Office of the Prince William County Fire Marshal. Access to the outlet structure and the valve shall be provided at all times to the Office of the Prince William County Fire Marshal or his designee. 50. In accordance with Section of the Zoning Ordinance, stormwater management facilities provided in connection with development of the Property shall be allowed on and off site as generally shown on the Plan. Additional stormwater management facilities shall be allowed as otherwise permitted by applicable County regulations. 51. Any owner or tenant on the Property who handles or produces hazardous chemical wastes or petroleum products shall be responsible for preparing a Spill Contingency Plan, attached hereto and incorporated herein by reference, keeping the same posted on the premises and notifying the Fire Marshal's office in a timely manner in the event of a spill, resulting from or relating to his operations, of any such hazardous chemical waste or petroleum product on the Property. Said owner or tenant shall assume full responsibility for all public expenses incurred in the cleanup of such a spill, whether on his site or elsewhere on the Property. 52. Development on the Property shall be served by public water and sewer. In no event shall groundwater wells be used to provide water for development on the Property. 53. Super silt erosion and sediment control fencing shall be provided during construction in connection with development located adjacent to the Rocky Branch stream valley. Page C-22

42 Attachment C Proposed Amended Proffers Dated February 25, No reduction of the RPA buffer shall be sought by the Applicant in connection with the development of the Property except for utility crossings and storm drainage outfalls with water quality facilities. WATER STORAGE TANK SITE 55. The Applicant shall dedicate upon request by the Prince William County Service Authority a one-acre site in the general location as shown on the Basic Submission Graphic for use as a water storage tank site and shall provide adequate access to said site. Dedication of the site by the Applicant and acceptance by the Service Authority as provided for by this proffer shall constitute compliance with the special provisions for review of public facilities under Section (d) of the Code of Virginia as amended and Section of the Code of Prince William County as amended. Acceptance of this proffer constitutes approval of the location and public use and thereby excepts said use from further Comprehensive Plan conformity review. 8 FIRE AND RESCUE SERVICE 56. The Applicant shall make a monetary contribution in the amount of $25, to the Prince William Board of County Supervisors for fire and rescue services in the area. Said contribution shall be made at the time of final approval for the first building site plan In the event the DataPort Use is implemented, all habitable buildings in Land Bay D in excess of forty-five feet (45') in height shall be equipped with fire protection systems. This proffer shall not apply to towers, tanks, generating or distribution equipment. MISCELLANEOUS 58. The Applicant shall preserve and maintain the two (2) existing cemeteries on the Property (Shirley Cemetery and King Cemetery), and shall construct a fence around and provide pedestrian access to said cemeteries. 59. The Applicant shall provide, to the extent reasonable possible and in locations which do not adversely impact the Applicant's ability to develop the Property, water, sanitary sewer, drainage and other utility easements as necessary to serve development on the adjacent Lot 7. 8 This proffer has been satisfied Instr. # This proffer has been was satisfied. on April 21, 1998 (Receipt # ). Page C-23

43 Attachment C Proposed Amended Proffers Dated February 25, For clarification purposes as to the effect of the proffers associated with REZ #89-38 on parcels included in REZ #89-38 and not a part of this rezoning (the "out parcels"), the Applicant is assuming all responsibility for the following proffers associated with REZ #89-38 as each may be modified or supplemented by this Proffer Statement: a. Proffer 1.a thru 1.k -- As modified b. Proffer 2.b and 2.c -- Superseded c. Proffer 3.b -- As modified d. Proffer 5.b.i -- As modified with reference to trail e. Proffer 6.a -- As modified and superseded f. Proffer 6.b -- As modified g. Proffer 6.c -- Deleted h. Proffer 7 -- Satisfied i. Proffer 8 -- Applicant assumes full responsibility j. Proffer 9.a and 9.b -- As modified k. Proffer Deleted l. Proffer Deleted m. Proffer As modified All other proffers associated with REZ #89-38 remain fully applicable to the out parcels, pursuant to Virginia Code Ann. Section COMMUNITY RELATIONS 61. With the filing of all sketch/preliminary and/or final plans for development and infrastructure, including road plans, the Applicant shall notify the Gainesville District Advisory Council (GDAC) and, upon the request of such group, shall make itself or a representative available to consult with representatives of such group relative to such plan(s). Said consultation is intended as a courtesy only and shall not delay the County review or approval of said plans. Evidence of satisfaction of this proffer shall be in the form of providing the County a copy of such notice and, when applicable, the time and place of such meeting. 62. The Applicant agrees to participate in Prince William County originated meetings regarding transportation improvements associated with the I-66/Route 29 interchange, including improvements to access to the Wellington Road and Linton Hall Road corridors. [Signatures to follow on next page.] Page C-24

44 Attachment D Overall Tenant Layout Page D-1

45 Attachment E Conceptual Hotel Location Exhibit Page E-1

46 Attachment F Conceptual Hotel Elevation Exhibit Page F-1