ADMINISTRATIVE ITEMS REPORT April 3, b. CORRECTION/ZMAP & ZMOD Evergreen Commerce Center

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1 ADMINISTRATIVE ITEMS REPORT April 3, 2018 # 2 ACTION ITEMS a. Budget Adjustments b. CORRECTION/ZMAP & ZMOD Evergreen Commerce Center c. Authorization for The County Administrator to execute the Standard Project Administration Agreements with The Virginia Department of Transportation for Six Smart Scale funded projects d. Grant of Easement over County Property Lovettsville Community Center (Virginia Electric and Power Company) e. Secondary Road Addition: Elklick Preserve f. Secondary Road Addition: Elysian Heights, Phase 2 g. Secondary Road Addition: The Grant at Willowsford, Everfield Drive, Phase 3 South h. Approval of Alexia Carambot, William J. Fulton, and Aaron Scott Bartley as Designated Plan Examiners

2 a. BUDGET ADJUSTMENTS Date of Meeting: April 3, 2018 STAFF CONTACT: Erin McLellan, Management and Budget BACKGROUND: Staff recommends that the Board of Supervisors approve the budget adjustments as stated below. BA BA BA BA BA BA BA This budget adjustment transfers $1, from the Steeplechase and Atlantic Boulevard Project to the Called Bond Contingency Project in the Capital Asset Preservation Program Fund. This action is required to close out the project. This budget adjustment estimates and appropriates $6,350 in donations in the Animal Shelter Fund and transfers those funds to the General Fund for the Department of Animal Services. Funds will be used to reapply exterior graphics on the Mobile Pet Adoption Vehicle. This budget adjustment transfers $4,938,165 in federal TIFIA funds out of the Capital Financing Fund and estimates and appropriates the funds in the Capital Projects Fund through the Transportation District Fund. This budget adjustment estimates and appropriates cash proffer contributions in the amount of $15, in the Public Facilities Fund and transfers those funds to the Warp Drive/Atlantic Boulevard Traffic Signal project in the Capital Projects Fund. Funds will be used to complete work on the traffic signal project. SPEX , LMIS Sequence # , Y00896, SHERATION DULLES NORTH. This budget adjustment estimates and appropriates cash proffer contributions in the amount of $3,140, in the Public Facilities Fund and transfers those funds to the Riverside Parkway (Lexington Drive to Loudoun County Parkway) project in the Capital Projects Fund. Funds will be used pursuant to an agreement between the County and Loudoun Water approved by the Board of Supervisors on January 3, ZMAP LMIS Sequence # , Y01291, LEXINGTON. This budget adjustment estimates and transfers $52, in remaining balance lease revenue bond financing from the Radio Communications System Project in the Capital Asset Preservation Program Fund to the Debt Service Fund to close out the project. Per County Fiscal Policy, any remaining debt financing from a completed capital project is transferred to the Debt Service Fund to retire debt service payments related to the project. This budget adjustment rescinds appropriations in the amount of $2,260,660 of FY 2015 Congestion Mitigation and Air Quality Improvement (CMAQ)

3 Program funding in the Leesburg Park & Ride Lot project in the Capital Projects Fund. These funds were successfully awarded to the County but applied to a different capital project. BA BA This budget adjustment transfers $110, from the Capital Contingency project to the Belmont Ridge Road and Northstar Boulevard Traffic Signal Project in the Capital Projects Fund. This action increases the funding level of the project to $564, consistent with an increase in award authority by the Finance/Government Operations and Economic Development Committee. This budget adjustment estimates and appropriates $92,999 in additional state grant revenue in the State and Federal Grant Fund for the Department of Mental Health, Substance Abuse, and Developmental Services. The Systems of Care Expansion grant funds will pay contracted vendors for Parent Support Partners services. No local tax funding is required to match these funds. FISCAL IMPACT: Budget adjustments presented for the Board s consideration have an impact on the County s expenditure and revenue budgets of the following funds in FY 2018: Increase the General Fund by $6,350; Increase the State and Federal Grant Fund by $92,999; Increase the Public Facilities Fund by $3,156,747.73; Increase the Animal Shelter Fund by $6,350; Increase the Transportation District Fund by $4,938,165; Increase the Capital Projects Fund by $5,834,252.73; and Increase the Debt Service Fund by $52, Therefore, there is no impact on General Fund Balance. DRAFT MOTION: I move that the Board of Supervisors 1) approve the budget adjustments as set out in the March 3, 2018, Administrative Items Report; 2) recognize an increase in the revenue and expenditure budgets of $6,350 in the General Fund, $92,999 in the State and Federal Grant Fund, $3,156, in the Public Facilities Fund, $6,350 in the Animal Shelter Fund, $4,938,165 in the Transportation District Fund, $5,834, in the Capital Projects Fund, and $52, in the Debt Service Fund.

4 Date of Meeting: April 3, 2018 b. CORRECTION/ZMAP & ZMOD Evergreen Commerce Center ELECTION DISTRICT: STAFF CONTACTS: Blue Ridge Richard W. Hancock, AICP, Project Manager, Planning and Zoning Ricky Barker, AICP, Director, Planning and Zoning BACKGROUND: At the November 15, 2017 Public Hearing, the Board of Supervisors (Board) approved (6-0-3, Randall, Buona, and Meyer absent) ZMAP & ZMOD Evergreen Commerce Center, subject to the Proffer Statement dated October 31, 2017, Conditions of Approval dated September 29, 2017, and based on the Findings for Approval in the November 15, 2017 Board of Supervisors Public Hearing Staff Report. The Conditions of Approval (Conditions) attached to the November 15, 2017 Board of Supervisors Public Hearing Staff Report used an incorrect date for the Concept Development Plan or ZMOD Plat referenced in Condition #1. Staff Recommends the Board take action to approve the attached Conditions, dated March 6, 2018, with the correct, revised date of October 31, 2017 for the Concept Development Plan. DRAFT MOTION: 1. I move that the Board of Supervisors affirm that the Conditions of Approval dated March 6, 2018 for ZMAP & ZMOD Evergreen Commerce Center attached to the April 3, 2018, Administrative Items Report is the correct Conditions of Approval for ZMOD ATTACHMENTS: 1. Conditions of Approval dated March 6, Concept Development Plan dated October 31, Copy Teste

5 Conditions of Approval Evergreen Commerce Center, ZMOD March 6, Substantial Conformance. The development of the approximately 9.9 acre portion of the parcels identified as Tax Map Numbers 101/M/1////11/ (PIN: ), 101/M/1////12/ (PIN: ), 101/M/1////13/ (PIN: ), and 101/M/1////14/(portion) (PIN: (portion)), (the Property ), in accordance with Zoning Ordinance Modification (ZMOD) described in Condition 2 below shall be in substantial conformance with Sheets 1, 3, and 4 of 7 of the plan set entitled, Evergreen Commerce Center, Zoning Map Amendment & Zoning Modification dated September 2016, and revised through October 31, 2017, prepared by Bowman Consulting, (the ZMOD Plat ), incorporated by reference, and the Revised 1993 Loudoun County Zoning Ordinance (the Zoning Ordinance ). Approval of ZMOD shall not relieve the applicant or the owner(s) of the Property, their successors, or parties developing, establishing, or operating the use on the Property (collectively the Applicant ) from the obligation to comply with and conform to any other Zoning Ordinance, Codified Ordinance, or applicable regulatory requirement. 2. Modification. ZMOD approves the modifications of: a (C)(1)(d), the PD-CC Planned Development Commercial Center, Lot Requirements, Yards, Adjacent to Roads, Regional Center (RC), to permit a reduction of the minimum required yard for buildings and parking from 50 feet to 35 feet for buildings and 25 feet for parking along Evergreen Mills Road (Route 621), and to 25 feet for buildings and 10 feet for parking along the proposed, Liberty Harvest Court; b (C)(3), the PD-CC Planned Development Commercial Center, Lot Requirements, Yards, Adjacent to Other Nonresidential Districts, to reduce the minimum required yard for buildings, parking, outdoor storage, and loading areas from 35 feet to 10 feet along the subject property s northern boundary (boundary with PIN: and PIN: ); c (A)(10), (a) and (b), Access and Setbacks From Specific Roads and the W&OD Trail, Building and Parking Setbacks From Roads, Other Major Collector Roads, to permit a reduction of the minimum required building setback along Evergreen Mills Road (Route 621) from 75 feet to 35 feet; and to permit the reduction of the minimum parking setback along Evergreen Mills Road (Route 621) from 35 feet to 25 feet; and d (E)(2), Buffering and Screening, Determination of Buffer Yard Requirements, Special Situations and Table (B) of (B) Buffering and Screening, Buffer Yard and Screening Matrix, Buffer Yard, to permit fewer canopy trees to be substituted with additional understory trees, as depicted on Sheet 4 of the proposed ZMAP concept development plan, for the required Type 3 Buffer Yard between the subject property and Loudoun County Parkway (Route 606). 3. Buffering and Screening. All buffering and screening, to include any existing vegetation approved by the Zoning Administrator for use as required plantings, shall be depicted on the

6 first site plan (STPL) submitted for development of the Property pursuant to this ZMOD. Such buffering and screening shall be bonded for installation prior to the approval of the first STPL for the Property. The Applicant shall maintain all buffering and screening in good condition and the Applicant shall replace any dead or diseased materials with reasonable promptness, taking into account seasonal weather limitations.

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15 Date of Meeting: April 3, 2018 c. AUTHORIZATION FOR THE COUNTY ADMINISTRATOR TO EXECUTE THE STANDARD PROJECT ADMINISTRATION AGREEMENTS WITH THE VIRGINIA DEPARTMENT OF TRANSPORTATION FOR SIX SMART SCALE FUNDED PROJECTS ELECTION DISTRICTS: Blue Ridge, Broad Run and Dulles STAFF CONTACTS: Penny Newquist, Transportation and Capital Infrastructure Joe Kroboth, III, Transportation and Capital Infrastructure BACKGROUND: On February 22, 2018 the Board of Supervisors approved the Standard Project Administration Agreements (SPAA) with the Virginia Department of Transportation (VDOT) 1. After delivering the signed agreements to VDOT staff, Department of Transportation and Capital Infrastructure (DTCI) staff were notified that the copy teste was insufficient and a new resolution containing specific language was required for all agreements with VDOT. The revised Resolution (Attachment 1) and copies of the SPAA required by VDOT are attached to this item. DRAFT MOTION: I move the Board of Supervisors authorize the County Administrator to execute the Standard Project Administration Agreements including Appendix A as shown in Attachments 2-7 of the April 3, 2018, Board of Supervisors Business Meeting Administration Item Report between the County of Loudoun and the Virginia Department of Transportation for the Loudoun County Department of Transportation and Capital Infrastructure to administer the six Smart Scale funded projects as attached to the April 3, 2018 Board of Supervisors Business Meeting Administration Item Report. AND I further move the Board of Supervisors authorize the County Administrator to execute any necessary amendments to Appendix A subject to local funding matches having been previously approved by the Board of Supervisors. AND I further move that the Board of Supervisors approve the Resolution pertaining to the Standard Project Agreements. 1 February 22, 2018 Business Meeting Item #2c

16 ATTACHMENTS: 1. Resolution 2. SPAA for Arcola Boulevard (Route 50 to Loudoun County Parkway) UPC SPAA for Route 7 and Route 287 Interchange Improvements UPC SPAA for Route 7 and Route 690 Interchange Improvements UPC SPAA for Waxpool Road (Loudoun County Parkway Intersection Improvements) UPC SPAA Western Loudoun Park and Ride Lot UPC SPAA for Westwind Drive (Loudoun County Parkway to Route 606) UPC

17 A RESOLUTION FOR THE BOARD OF SUPERVISORS OF LOUDOUN COUNTY, VIRGINIA AS AN ENDORSEMENT OF UPC: ARCOLA BLVD (ROUTE 50 TO LOUDOUN COUNTY PARKWAY); UPC: ONE LOUDOUN AND WESTERN LOUDOUN PARK AND RIDE LOTS; UPC: WAXPOOL ROAD / LOUDOUN COUNTY PARKWAY INTERSECTION IMPROVEMENT; UPC: ROUTE 7 / ROUTE 690 INTERCHANGE; UPC: WESTWIND DRIVE (LOUDOUN COUNTY PKWY TO ROUTE 606); UPC: ROUTE 7 / ROUTE 287 INTERCHANGE PROJECTS. WHEREAS, in accordance with the Commonwealth Transportation Board construction allocation procedures, it is necessary that a resolution be received from the sponsoring local jurisdiction or agency requesting the Virginia Department of Transportation (VDOT) to establish a project in the County of Loudoun. NOW, THEREFORE, BE IT RESOLVED, that the County of Loudoun requests the Commonwealth Transportation Board to establish a project for the construction of the following projects: UPC: Arcola Blvd (Route 50 to Loudoun County Parkway); UPC: One Loudoun and Western Loudoun Park and Ride Lots; UPC: Waxpool Road / Loudoun County Parkway Intersection Improvement; UPC: Route 7 / Route 690 Interchange; UPC: Westwind Drive (Loudoun County Pkwy To Route 606); and UPC: Route 7 / Route 287 Interchange. BE IT FURTHER RESOLVED THAT: The County of Loudoun hereby agrees to provide its share of the total cost for preliminary engineering, right-of-way and construction of these projects in accordance with the project financial documents. BE IT FURTHER RESOLVED THAT: The County of Loudoun hereby agrees to enter into a project administration agreement with VDOT and provide the necessary oversight to ensure the projects are developed in accordance with all applicable federal, state and local requirements for design, right-of-way acquisition, and construction of the project. BE IT FURTHER RESOLVED THAT: If the County of Loudoun subsequently elects to cancel the project, the County of Loudoun hereby agrees to reimburse VDOT for the total amount of costs expended by VDOT through the date VDOT is notified of such cancellation. The County of Loudoun also agrees to repay any funds previously reimbursed that are later deemed ineligible by the Federal Highway Administration or VDOT. BE IT FURTHER RESOLVED THAT: The Board of Supervisors of the County of Loudoun hereby grants authority for the County Administer to apply for funds and execute project Attachment 1

18 administration agreements, as well as other documents necessary for approved projects with the Virginia Department of Transportation. The undersigned Clerk of the Board of Supervisors of Loudoun County, Virginia, certifies that the foregoing Resolution was adopted by the Board of Supervisors on. WITNESS my signature and the seal of the Board of Supervisors of Loudoun County, Virginia this day of Clerk, Board of Supervisors of Loudoun, County, Virginia

19 STANDARD PROJECT ADMINISTRATION AGREEMENT Federal-aid Projects Project Number UPC Local Government Loudoun County THIS AGREEMENT, made and executed in triplicate this day of, 2018, by and between the County of Loudoun, Virginia, hereinafter referred to as the LOCALITY and the Commonwealth of Virginia, Department of Transportation, hereinafter referred to as the DEPARTMENT. WHEREAS, the LOCALITY has expressed its desire to administer the work described in Appendix A, and such work for each improvement shown is hereinafter referred to as the Project; and WHEREAS, the funds shown in Appendix A have been allocated to finance each Project; and WHEREAS, the LOCALITY is committed to the development and delivery of each Project described in Appendix A in an expeditious manner; and; WHEREAS, both parties have concurred in the LOCALITY's administration of the phase(s) of work for the respective Project(s) listed in Appendix A in accordance with applicable federal, state, and local law and regulations. NOW THEREFORE, in consideration of the mutual premises contained herein, the parties hereto agree as follows: 1. The LOCALITY shall: a. Be responsible for all activities necessary to complete the noted phase(s) of each Project shown in Appendix A, except for activities, decisions, and approvals which are the responsibility of the DEPARTMENT, as required by federal or state laws and regulations or as otherwise agreed to, in writing, between the parties. Each Project will be designed and constructed to meet or exceed current American Association of State Highway and Transportation Officials standards or supplementary standards approved by the DEPARTMENT b. Meet all funding obligation and expenditure timeline requirements in accordance with all applicable federal and state laws and regulations, and Commonwealth Transportation Board and DEPARTMENT policies and as identified in Appendix A to this Agreement. Noncompliance with this requirement can result in deallocation of the funding, rescinding of state funding match, termination of this Agreement, or DEPARTMENT denial of future requests to administer projects by the LOCALITY.

20 OAG Approved 6/18/2012; Revised 2/5/ UPC Project # Locality: Loudoun County c. Receive prior written authorization from the DEPARTMENT to proceed with preliminary engineering, right-of-way acquisition and utility relocation, and construction phases of each Project. d. Administer the project(s) in accordance with guidelines applicable to Locally Administered Projects as published by the DEPARTMENT. e. Maintain accurate and complete records of each Project s development and documentation of all expenditures and make such information available for inspection or auditing by the DEPARTMENT. Records and documentation for items for which reimbursement will be requested shall be maintained for no less than three (3) years following acceptance of the final voucher on each Project. f. No more frequently than monthly, submit invoices with supporting documentation to the DEPARTMENT in the form prescribed by the DEPARTMENT. The supporting documentation shall include copies of related vendor invoices paid by the LOCALITY and an up-to-date project summary and schedule tracking payment requests and adjustments. A request for reimbursement shall be made within 90 days after any eligible project expenses are incurred by the Locality. For federally funded projects and pursuant to 2 CFR , Remedies for Noncompliance, violations of the provision may result in the imposition of sanctions including but not limited to possible denial or delay of payment of all or a part of the costs associated with the activity or action not in compliance. g. Reimburse the DEPARTMENT all Project expenses incurred by the DEPARTMENT if, due to action or inaction solely by the LOCALITY, federally funded Project expenditures incurred are not reimbursed by the Federal Highway Administration (FHWA), or reimbursements are required to be returned to the FHWA, or in the event the reimbursement provisions of Section or Section of the Code of Virginia, 1950, as amended, or other applicable provisions of federal, state, or local law or regulations require such reimbursement. h. On Projects that the LOCALITY is providing the required match to state or federal funds, pay the DEPARTMENT the LOCALITY s match for eligible Project expenses incurred by the DEPARTMENT in the performance of activities set forth in paragraph 2.a. i. Administer the Project in accordance with all applicable federal, state, or local laws and regulations. Failure to fulfill legal obligations associated with the project may result in forfeiture of federal or state-aid reimbursements j. Provide certification by a LOCALITY official that all LOCALITY administered Project activities have been performed in accordance with all federal, state, and local laws and regulations. If the locality expends over

21 UPC Project # Locality: Loudoun County $750,000 annually in federal funding, such certification shall include a copy of the LOCALITY s single program audit in accordance with 2 CFR , Audit Requirements. k. If legal services other than that provided by staff counsel are required in connection with condemnation proceedings associated with the acquisition of Right-of-Way, the LOCALITY will consult the DEPARTMENT to obtain an attorney from the list of outside counsel approved by the Office of the Attorney General. Costs associated with outside counsel services shall be reimbursable expenses of the project. l. For Projects on facilities not maintained by the DEPARTMENT, provide, or have others provide, maintenance of the Project upon completion, unless otherwise agreed to by the DEPARTMENT. m. Ensure compliance with the provisions of Title VI of the Civil Rights Act of 1964, regulations of the United States Department of Transportation (USDOT), Presidential Executive Orders and the Code of Virginia relative to nondiscrimination. 2. The DEPARTMENT shall: a. Perform any actions and provide any decisions and approvals which are the responsibility of the DEPARTMENT, as required by federal and state laws and regulations or as otherwise agreed to, in writing, between the parties and provide necessary coordination with the FHWA as determined to be necessary by the DEPARTMENT. b. Upon receipt of the LOCALITY's invoices pursuant to paragraph 1.f., reimburse the LOCALITY the cost of eligible Project expenses, as described in Appendix A. Such reimbursements shall be payable by the DEPARTMENT within 30 days of an acceptable submission by the LOCALITY. c. If appropriate, submit invoices to the LOCALITY for the LOCALITY s share of eligible project expenses incurred by the DEPARTMENT in the performance of activities pursuant to paragraph 2.a. d. Audit the LOCALITY s Project records and documentation as may be required to verify LOCALITY compliance with federal and state laws and regulations. e. Make available to the LOCALITY guidelines to assist the parties in carrying out responsibilities under this Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 3

22 UPC Project # Locality: Loudoun County 3. Appendix A identifies the funding sources for the project, phases of work to be administered by the LOCALITY, and additional project-specific requirements agreed to by the parties. There may be additional elements that, once identified, shall be addressed by the parties hereto in writing, which may require an amendment to this Agreement. 4. If designated by the DEPARTMENT, the LOCALITY is authorized to act as the DEPARTMENT s agent for the purpose of conducting survey work pursuant to Section of the Code of Virginia, 1950, as amended. 5. Nothing in this Agreement shall obligate the parties hereto to expend or provide any funds in excess of funds agreed upon in this Agreement or as shall have been included in an annual or other lawful appropriation. In the event the cost of a Project is anticipated to exceed the allocation shown for such respective Project on Appendix A, both parties agree to cooperate in providing additional funding for the Project or to terminate the Project before its costs exceed the allocated amount, however the DEPARTMENT and the LOCALITY shall not be obligated to provide additional funds beyond those appropriated pursuant to an annual or other lawful appropriation. 6. Nothing in this Agreement shall be construed as a waiver of the LOCALITY s or the Commonwealth of Virginia s sovereign immunity. 7. The Parties mutually agree and acknowledge, in entering this Agreement, that the individuals acting on behalf of the Parties are acting within the scope of their official authority and the Parties agree that neither Party will bring a suit or assert a claim against any official, officer, or employee of either party, in their individual or personal capacity for a breach or violation of the terms of this Agreement or to otherwise enforce the terms and conditions of this Agreement The foregoing notwithstanding, nothing in this subparagraph shall prevent the enforcement of the terms and conditions of this Agreement by or against either Party in a competent court of law. 8. The Parties mutually agree that no provision of this Agreement shall create in the public, or in any person or entity other than the Parties, rights as a third party beneficiary hereunder, or authorize any person or entity, not a party hereto, to maintain any action for, without limitation, personal injury, property damage, breach of contract, or return of money, or property, deposit(s), cancellation or forfeiture of bonds, financial instruments, pursuant to the terms of this Agreement or otherwise. Notwithstanding any other provision of this Agreement to the contrary, unless otherwise provided, the Parties agree that the LOCALITY or the DEPARTMENT shall not be bound by any agreements between either party and other persons or entities concerning any matter which is the subject of this Agreement, unless and until the LOCALITY or the DEPARTMENT has, in writing, received a true copy of such agreement(s) and has affirmatively agreed, in writing, to be bound by such Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 4

23 UPC Project # Locality: Loudoun County 9 This Agreement may be terminated by either party upon 30 days advance written notice. Eligible Project expenses incurred through the date of termination shall be reimbursed in accordance with paragraphs 1.f, 1.g., and 2.b, subject to the limitations established in this Agreement and Appendix A. Upon termination, the DEPARTMENT shall retain ownership of plans, specifications, and right of way, unless all state and federal funds provided for the Project have been reimbursed to the DEPARTMENT by the LOCALITY, in which case the LOCALITY will have ownership of the plans, specifications, and right of way, unless otherwise mutually agreed upon in writing. 10. Prior to any action pursuant to paragraphs 1.b or 1.g of this Agreement, the DEPARTMENT shall provide notice to the LOCALITY with a specific description of the breach of agreement provisions. Upon receipt of a notice of breach, the LOCALITY will be provided the opportunity to cure such breach or to provide a plan to cure to the satisfaction to the DEPARTMENT. If, within sixty (60) days after receipt of the written notice of breach, the LOCALITY has neither cured the breach, nor is diligently pursuing a cure of the breach to the satisfaction of the DEPARTMENT, then upon receipt by the LOCALITY of a written notice from the DEPARTMENT stating that the breach has neither been cured, nor is the LOCALITY diligently pursuing a cure, the DEPARTMENT may exercise any remedies it may have under this Agreement. THE LOCALITY and DEPARTMENT acknowledge and agree that this Agreement has been prepared jointly by the parties and shall be construed simply and in accordance with its fair meaning and not strictly for or against any party. THIS AGREEMENT, when properly executed, shall be binding upon both parties, their successors, and assigns. THIS AGREEMENT may be modified in writing by mutual agreement of both parties. OAG Approved 6/18/2012; Revised 2/5/2015 5

24 UPC Project # Locality: Loudoun County IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed as of the day, month, and year first herein written. COUNTY OF LOUDOUN, VIRGINIA: Tim Hemstreet Typed or printed name of signatory Title County Administrator Date Signature of Witness Date NOTE: The official signing for the LOCALITY must attach a certified copy of his or her authority to execute this Agreement. COMMONWEALTH OF VIRGINIA, DEPARTMENT OF TRANSPORTATION: Chief of Policy Date Commonwealth of Virginia Department of Transportation Signature of Witness Date Attachments Appendix A: UPC OAG Approved 6/18/2012; Revised 2/5/2015 6

25 Appendix A Project Number: Project Location ZIP+4: Project Narrative Date: 3/22/2018 UPC: CFDA # Locality: Loudoun County Locality DUNS# Locality Address (incl ZIP+4): 1 Harrison Street, SE Leesburg, VA Scope: #SMART18 Arcola Blvd (Route 50 to Loudoun County Pkwy) From: To: Route 50 Route 606 (Loudoun County Pkwy) Locality Project Manager Contact info: Robert Brown Bob.Brown@loudoun.gov Department Project Coordinator Contact Info: Susie Lue Susie.Lue@vdot.virginia.gov Project Estimates Estimated Locality Project Expenses Estimated VDOT Project Expenses Estimated Total Project Costs Preliminary Engineering Right of Way and Utilities Construction Total Estimated Cost $6,650,930 $17,150,900 $29,855,600 $53,657,430 $740,000 $45,000 $485,500 $1,270,500 $7,390,930 $17,195,900 $30,341,100 $54,927,930 Phase Preliminary Engineering Total PE Estimated Project Costs $1,500,000 $7,390,930 Right of Way & Utilities $17,145,900 $50,000 Total RW $17,195,900 Construction $2,921,170 $27,419,930 Funds type (Choose from drop down box) Smart Scale $5,890,930 Local Funds 100% $5,890,930 Local Funds Smart Scale Local Funds Smart Scale Project Cost and Reimbursement Local % Participation for Funds Type 0% 100% 0% 100% Local Share Amount $0 Maximum Reimbursement (Estimated Cost - Local Share) $1,500,000 $0 Estimated Reimbursement to Locality (Max. Reimbursement - Est. VDOT Expenses) $5,890,930 $1,500,000 $760,000 $17,145,900 $0 $0 $50,000 $17,145,900 $2,921,170 $50,000 $0 $27,419,930 Total CN $30,341,100 $2,921,170 $27,419,930 Total Estimated Cost $54,927,930 $25,958,000 0% $0 $5,000 $26,934,430 $28,969,930 $27,699,430 Total Maximum Reimbursement by VDOT to Locality (Less Local Share) Estimated Total Reimbursement by VDOT to Locality (Less Local Share and VDOT Expenses) $28,969,930 $27,699,430 Local Funds Smart Scale (HB2) DGP Project Financing Aggregate Allocations $25,958,000 $28,969,930 $54,927,930 Program and Project Specific Funding Requirements This project shall be administered in accordance with VDOT's Locally Administered Projects Manual In accordance with Chapter (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 11/30/2018. This is a limited funds project. The Locality shall be responsible for any additional funding in excess of $28,969,930 (if applicable) All local funds included on this appendix have been formally committed by the local government s board or council resolution. Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program Project estimate, schedule and commitment to funding are subject to the requirements established in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process, Code of Virginia, and VDOT s Instructional and Informational Memorandums. This project shall be initiated and at least a portion of the programmed funds expended within one year of the budgeted year of allocation or funding may be subject to reprogramming to other projects selected through the prioritization process. In the event the Project is not advanced to the next phase of construction when requested by the Commonwealth Transportation Board, the locality or metropolitan planning organization may be required, pursuant to of the Code of Virginia, to reimburse the Department for all state and federal funds expended on the project. This project has been selected through the Smart Scale (HB2) application and selection process and will remain in the SYIP as a funding priority unless certain conditions set forth in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process arise. Pursuant to the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process and HB2 Implementation Policy Guide, Section 5.3, this project will be re-scored and/or the funding decision re-evaluated if any of the following conditions apply: a change in the scope, an estimate increase prior to contract advertisement or award, or a significant reduction in the locally/regionally leveraged funds. Applications may not be submitted in a subsequent annual HB2 prioritization cycle to account for a cost increase on a previously prioritized project. Authorized Locality Official and Date Tim Hemstreet Typed or printed name of person signing Revised: June 15, 2016 Authorized VDOT Official and Date Ray Burkhardt Typed or printed name of person signing

26 STANDARD PROJECT ADMINISTRATION AGREEMENT Federal-aid Projects Project Number UPC Local Government Loudoun County THIS AGREEMENT, made and executed in triplicate this day of, 2018, by and between the County of Loudoun, Virginia, hereinafter referred to as the LOCALITY and the Commonwealth of Virginia, Department of Transportation, hereinafter referred to as the DEPARTMENT. WHEREAS, the LOCALITY has expressed its desire to administer the work described in Appendix A, and such work for each improvement shown is hereinafter referred to as the Project; and WHEREAS, the funds shown in Appendix A have been allocated to finance each Project; and WHEREAS, the LOCALITY is committed to the development and delivery of each Project described in Appendix A in an expeditious manner; and; WHEREAS, both parties have concurred in the LOCALITY's administration of the phase(s) of work for the respective Project(s) listed in Appendix A in accordance with applicable federal, state, and local law and regulations. NOW THEREFORE, in consideration of the mutual premises contained herein, the parties hereto agree as follows: 1. The LOCALITY shall: a. Be responsible for all activities necessary to complete the noted phase(s) of each Project shown in Appendix A, except for activities, decisions, and approvals which are the responsibility of the DEPARTMENT, as required by federal or state laws and regulations or as otherwise agreed to, in writing, between the parties. Each Project will be designed and constructed to meet or exceed current American Association of State Highway and Transportation Officials standards or supplementary standards approved by the DEPARTMENT b. Meet all funding obligation and expenditure timeline requirements in accordance with all applicable federal and state laws and regulations, and Commonwealth Transportation Board and DEPARTMENT policies and as identified in Appendix A to this Agreement. Noncompliance with this requirement can result in deallocation of the funding, rescinding of state funding match, termination of this Agreement, or DEPARTMENT denial of future requests to administer projects by the LOCALITY.

27 OAG Approved 6/18/2012; Revised 2/5/ UPC Project # Locality: Loudoun County c. Receive prior written authorization from the DEPARTMENT to proceed with preliminary engineering, right-of-way acquisition and utility relocation, and construction phases of each Project. d. Administer the project(s) in accordance with guidelines applicable to Locally Administered Projects as published by the DEPARTMENT. e. Maintain accurate and complete records of each Project s development and documentation of all expenditures and make such information available for inspection or auditing by the DEPARTMENT. Records and documentation for items for which reimbursement will be requested shall be maintained for no less than three (3) years following acceptance of the final voucher on each Project. f. No more frequently than monthly, submit invoices with supporting documentation to the DEPARTMENT in the form prescribed by the DEPARTMENT. The supporting documentation shall include copies of related vendor invoices paid by the LOCALITY and an up-to-date project summary and schedule tracking payment requests and adjustments. A request for reimbursement shall be made within 90 days after any eligible project expenses are incurred by the Locality. For federally funded projects and pursuant to 2 CFR , Remedies for Noncompliance, violations of the provision may result in the imposition of sanctions including but not limited to possible denial or delay of payment of all or a part of the costs associated with the activity or action not in compliance. g. Reimburse the DEPARTMENT all Project expenses incurred by the DEPARTMENT if, due to action or inaction solely by the LOCALITY, federally funded Project expenditures incurred are not reimbursed by the Federal Highway Administration (FHWA), or reimbursements are required to be returned to the FHWA, or in the event the reimbursement provisions of Section or Section of the Code of Virginia, 1950, as amended, or other applicable provisions of federal, state, or local law or regulations require such reimbursement. h. On Projects that the LOCALITY is providing the required match to state or federal funds, pay the DEPARTMENT the LOCALITY s match for eligible Project expenses incurred by the DEPARTMENT in the performance of activities set forth in paragraph 2.a. i. Administer the Project in accordance with all applicable federal, state, or local laws and regulations. Failure to fulfill legal obligations associated with the project may result in forfeiture of federal or state-aid reimbursements j. Provide certification by a LOCALITY official that all LOCALITY administered Project activities have been performed in accordance with all federal, state, and local laws and regulations. If the locality expends over

28 UPC Project # Locality: Loudoun County $750,000 annually in federal funding, such certification shall include a copy of the LOCALITY s single program audit in accordance with 2 CFR , Audit Requirements. k. If legal services other than that provided by staff counsel are required in connection with condemnation proceedings associated with the acquisition of Right-of-Way, the LOCALITY will consult the DEPARTMENT to obtain an attorney from the list of outside counsel approved by the Office of the Attorney General. Costs associated with outside counsel services shall be reimbursable expenses of the project. l. For Projects on facilities not maintained by the DEPARTMENT, provide, or have others provide, maintenance of the Project upon completion, unless otherwise agreed to by the DEPARTMENT. m. Ensure compliance with the provisions of Title VI of the Civil Rights Act of 1964, regulations of the United States Department of Transportation (USDOT), Presidential Executive Orders and the Code of Virginia relative to nondiscrimination. 2. The DEPARTMENT shall: a. Perform any actions and provide any decisions and approvals which are the responsibility of the DEPARTMENT, as required by federal and state laws and regulations or as otherwise agreed to, in writing, between the parties and provide necessary coordination with the FHWA as determined to be necessary by the DEPARTMENT. b. Upon receipt of the LOCALITY's invoices pursuant to paragraph 1.f., reimburse the LOCALITY the cost of eligible Project expenses, as described in Appendix A. Such reimbursements shall be payable by the DEPARTMENT within 30 days of an acceptable submission by the LOCALITY. c. If appropriate, submit invoices to the LOCALITY for the LOCALITY s share of eligible project expenses incurred by the DEPARTMENT in the performance of activities pursuant to paragraph 2.a. d. Audit the LOCALITY s Project records and documentation as may be required to verify LOCALITY compliance with federal and state laws and regulations. e. Make available to the LOCALITY guidelines to assist the parties in carrying out responsibilities under this Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 3

29 UPC Project # Locality: Loudoun County 3. Appendix A identifies the funding sources for the project, phases of work to be administered by the LOCALITY, and additional project-specific requirements agreed to by the parties. There may be additional elements that, once identified, shall be addressed by the parties hereto in writing, which may require an amendment to this Agreement. 4. If designated by the DEPARTMENT, the LOCALITY is authorized to act as the DEPARTMENT s agent for the purpose of conducting survey work pursuant to Section of the Code of Virginia, 1950, as amended. 5. Nothing in this Agreement shall obligate the parties hereto to expend or provide any funds in excess of funds agreed upon in this Agreement or as shall have been included in an annual or other lawful appropriation. In the event the cost of a Project is anticipated to exceed the allocation shown for such respective Project on Appendix A, both parties agree to cooperate in providing additional funding for the Project or to terminate the Project before its costs exceed the allocated amount, however the DEPARTMENT and the LOCALITY shall not be obligated to provide additional funds beyond those appropriated pursuant to an annual or other lawful appropriation. 6. Nothing in this Agreement shall be construed as a waiver of the LOCALITY s or the Commonwealth of Virginia s sovereign immunity. 7. The Parties mutually agree and acknowledge, in entering this Agreement, that the individuals acting on behalf of the Parties are acting within the scope of their official authority and the Parties agree that neither Party will bring a suit or assert a claim against any official, officer, or employee of either party, in their individual or personal capacity for a breach or violation of the terms of this Agreement or to otherwise enforce the terms and conditions of this Agreement The foregoing notwithstanding, nothing in this subparagraph shall prevent the enforcement of the terms and conditions of this Agreement by or against either Party in a competent court of law. 8. The Parties mutually agree that no provision of this Agreement shall create in the public, or in any person or entity other than the Parties, rights as a third party beneficiary hereunder, or authorize any person or entity, not a party hereto, to maintain any action for, without limitation, personal injury, property damage, breach of contract, or return of money, or property, deposit(s), cancellation or forfeiture of bonds, financial instruments, pursuant to the terms of this Agreement or otherwise. Notwithstanding any other provision of this Agreement to the contrary, unless otherwise provided, the Parties agree that the LOCALITY or the DEPARTMENT shall not be bound by any agreements between either party and other persons or entities concerning any matter which is the subject of this Agreement, unless and until the LOCALITY or the DEPARTMENT has, in writing, received a true copy of such agreement(s) and has affirmatively agreed, in writing, to be bound by such Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 4

30 UPC Project # Locality: Loudoun County 9 This Agreement may be terminated by either party upon 30 days advance written notice. Eligible Project expenses incurred through the date of termination shall be reimbursed in accordance with paragraphs 1.f, 1.g., and 2.b, subject to the limitations established in this Agreement and Appendix A. Upon termination, the DEPARTMENT shall retain ownership of plans, specifications, and right of way, unless all state and federal funds provided for the Project have been reimbursed to the DEPARTMENT by the LOCALITY, in which case the LOCALITY will have ownership of the plans, specifications, and right of way, unless otherwise mutually agreed upon in writing. 10. Prior to any action pursuant to paragraphs 1.b or 1.g of this Agreement, the DEPARTMENT shall provide notice to the LOCALITY with a specific description of the breach of agreement provisions. Upon receipt of a notice of breach, the LOCALITY will be provided the opportunity to cure such breach or to provide a plan to cure to the satisfaction to the DEPARTMENT. If, within sixty (60) days after receipt of the written notice of breach, the LOCALITY has neither cured the breach, nor is diligently pursuing a cure of the breach to the satisfaction of the DEPARTMENT, then upon receipt by the LOCALITY of a written notice from the DEPARTMENT stating that the breach has neither been cured, nor is the LOCALITY diligently pursuing a cure, the DEPARTMENT may exercise any remedies it may have under this Agreement. THE LOCALITY and DEPARTMENT acknowledge and agree that this Agreement has been prepared jointly by the parties and shall be construed simply and in accordance with its fair meaning and not strictly for or against any party. THIS AGREEMENT, when properly executed, shall be binding upon both parties, their successors, and assigns. THIS AGREEMENT may be modified in writing by mutual agreement of both parties. OAG Approved 6/18/2012; Revised 2/5/2015 5

31 UPC Project # Locality: Loudoun County IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed as of the day, month, and year first herein written. COUNTY OF LOUDOUN, VIRGINIA: Tim Hemstreet Typed or printed name of signatory Title County Administrator Date Signature of Witness Date NOTE: The official signing for the LOCALITY must attach a certified copy of his or her authority to execute this Agreement. COMMONWEALTH OF VIRGINIA, DEPARTMENT OF TRANSPORTATION: Chief of Policy Date Commonwealth of Virginia Department of Transportation Signature of Witness Date Attachments Appendix A: UPC OAG Approved 6/18/2012; Revised 2/5/2015 6

32 Appendix A Project Number: Project Location ZIP+4: Project Narrative Scope: #SMART18 Route 7 / Route 287 Interchange From: Route 7 To: Route 287 Date: 1/31/2018 UPC: CFDA # Locality: Loudoun County Locality DUNS# Locality Address (incl ZIP+4): 1 Harrison Street, SE Leesburg, VA Locality Project Manager Contact info: Mark Hoffman Mark.Hoffman@loudoun.gov Department Project Coordinator Contact Info: Susie Lue Susie.Lue@vdot.virginia.gov Project Estimates Estimated Locality Project Expenses Estimated VDOT Project Expenses Estimated Total Project Costs Preliminary Engineering Right of Way and Utilities Construction Total Estimated Cost $1,840,000 $0 $9,240,670 $11,080,670 $160,000 $0 $150,000 $310,000 $2,000,000 $0 $9,390,670 $11,390,670 Phase Estimated Project Costs Funds type (Choose from drop down box) Project Cost and Reimbursement Local % Participation for Funds Type Preliminary Engineering $2,000,000 Smart Scale (HB2) HPP 0% Total PE Right of Way & Utilities $2,000,000 $0 0% Total RW $0 Construction $9,390,670 Smart Scale (HB2) HPP 0% Total CN $9,390,670 Total Estimated Cost $11,390,670 Local Share Amount $0 Maximum Reimbursement (Estimated Cost - Local Share) $2,000,000 Estimated Reimbursement to Locality (Max. Reimbursement - Est. VDOT Expenses) $0 $2,000,000 $1,840,000 $0 $0 $0 $0 $0 $0 $9,390,670 $0 $9,390,670 $9,240,670 $0 $11,390,670 $11,080,670 Total Maximum Reimbursement by VDOT to Locality (Less Local Share) Estimated Total Reimbursement by VDOT to Locality (Less Local Share and VDOT Expenses) $11,390,670 $11,080,670 Smart Scale (HB2) HPP Project Financing Aggregate Allocations $11,390,670 $11,390,670 Program and Project Specific Funding Requirements This project shall be administered in accordance with VDOT's Locally Administered Projects Manual In accordance with Chapter (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 4/1/2019. This is a limited funds project. The Locality shall be responsible for any additional funding in excess of $11,390,670 (if applicable) All local funds included on this appendix have been formally committed by the local government s board or council resolution. Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program. Project estimate, schedule and commitment to funding are subject to the requirements established in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process, Code of Virginia, and VDOT s Instructional and Informational Memorandums. This project shall be initiated and at least a portion of the programmed funds expended within one year of the budgeted year of allocation or funding may be subject to reprogramming to other projects selected through the prioritization process. In the event the Project is not advanced to the next phase of construction when requested by the Commonwealth Transportation Board, the locality or metropolitan planning organization may be required, pursuant to of the Code of Virginia, to reimburse the Department for all state and federal funds expended on the project. This project has been selected through the Smart Scale (HB2) application and selection process and will remain in the SYIP as a funding priority unless certain conditions set forth in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process arise. Pursuant to the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process and HB2 Implementation Policy Guide, Section 5.3, this project will be re-scored and/or the funding decision re-evaluated if any of the following conditions apply: a change in the scope, an estimate increase prior to contract advertisement or award, or a significant reduction in the locally/regionally leveraged funds. Applications may not be submitted in a subsequent annual HB2 prioritization cycle to account for a cost increase on a previously prioritized project. Authorized Locality Official and Date Tim Hemstreet Typed or printed name of person signing Revised: June 15, 2016 Authorized VDOT Official and Date Ray Burkhardt Typed or printed name of person signing

33 STANDARD PROJECT ADMINISTRATION AGREEMENT Federal-aid Projects Project Number UPC Local Government Loudoun County THIS AGREEMENT, made and executed in triplicate this day of, 2018, by and between the County of Loudoun, Virginia, hereinafter referred to as the LOCALITY and the Commonwealth of Virginia, Department of Transportation, hereinafter referred to as the DEPARTMENT. WHEREAS, the LOCALITY has expressed its desire to administer the work described in Appendix A, and such work for each improvement shown is hereinafter referred to as the Project; and WHEREAS, the funds shown in Appendix A have been allocated to finance each Project; and WHEREAS, the LOCALITY is committed to the development and delivery of each Project described in Appendix A in an expeditious manner; and; WHEREAS, both parties have concurred in the LOCALITY's administration of the phase(s) of work for the respective Project(s) listed in Appendix A in accordance with applicable federal, state, and local law and regulations. NOW THEREFORE, in consideration of the mutual premises contained herein, the parties hereto agree as follows: 1. The LOCALITY shall: a. Be responsible for all activities necessary to complete the noted phase(s) of each Project shown in Appendix A, except for activities, decisions, and approvals which are the responsibility of the DEPARTMENT, as required by federal or state laws and regulations or as otherwise agreed to, in writing, between the parties. Each Project will be designed and constructed to meet or exceed current American Association of State Highway and Transportation Officials standards or supplementary standards approved by the DEPARTMENT b. Meet all funding obligation and expenditure timeline requirements in accordance with all applicable federal and state laws and regulations, and Commonwealth Transportation Board and DEPARTMENT policies and as identified in Appendix A to this Agreement. Noncompliance with this requirement can result in deallocation of the funding, rescinding of state funding match, termination of this Agreement, or DEPARTMENT denial of future requests to administer projects by the LOCALITY.

34 OAG Approved 6/18/2012; Revised 2/5/ UPC Project # Locality: Loudoun County c. Receive prior written authorization from the DEPARTMENT to proceed with preliminary engineering, right-of-way acquisition and utility relocation, and construction phases of each Project. d. Administer the project(s) in accordance with guidelines applicable to Locally Administered Projects as published by the DEPARTMENT. e. Maintain accurate and complete records of each Project s development and documentation of all expenditures and make such information available for inspection or auditing by the DEPARTMENT. Records and documentation for items for which reimbursement will be requested shall be maintained for no less than three (3) years following acceptance of the final voucher on each Project. f. No more frequently than monthly, submit invoices with supporting documentation to the DEPARTMENT in the form prescribed by the DEPARTMENT. The supporting documentation shall include copies of related vendor invoices paid by the LOCALITY and an up-to-date project summary and schedule tracking payment requests and adjustments. A request for reimbursement shall be made within 90 days after any eligible project expenses are incurred by the Locality. For federally funded projects and pursuant to 2 CFR , Remedies for Noncompliance, violations of the provision may result in the imposition of sanctions including but not limited to possible denial or delay of payment of all or a part of the costs associated with the activity or action not in compliance. g. Reimburse the DEPARTMENT all Project expenses incurred by the DEPARTMENT if, due to action or inaction solely by the LOCALITY, federally funded Project expenditures incurred are not reimbursed by the Federal Highway Administration (FHWA), or reimbursements are required to be returned to the FHWA, or in the event the reimbursement provisions of Section or Section of the Code of Virginia, 1950, as amended, or other applicable provisions of federal, state, or local law or regulations require such reimbursement. h. On Projects that the LOCALITY is providing the required match to state or federal funds, pay the DEPARTMENT the LOCALITY s match for eligible Project expenses incurred by the DEPARTMENT in the performance of activities set forth in paragraph 2.a. i. Administer the Project in accordance with all applicable federal, state, or local laws and regulations. Failure to fulfill legal obligations associated with the project may result in forfeiture of federal or state-aid reimbursements j. Provide certification by a LOCALITY official that all LOCALITY administered Project activities have been performed in accordance with all federal, state, and local laws and regulations. If the locality expends over

35 UPC Project # Locality: Loudoun County $750,000 annually in federal funding, such certification shall include a copy of the LOCALITY s single program audit in accordance with 2 CFR , Audit Requirements. k. If legal services other than that provided by staff counsel are required in connection with condemnation proceedings associated with the acquisition of Right-of-Way, the LOCALITY will consult the DEPARTMENT to obtain an attorney from the list of outside counsel approved by the Office of the Attorney General. Costs associated with outside counsel services shall be reimbursable expenses of the project. l. For Projects on facilities not maintained by the DEPARTMENT, provide, or have others provide, maintenance of the Project upon completion, unless otherwise agreed to by the DEPARTMENT. m. Ensure compliance with the provisions of Title VI of the Civil Rights Act of 1964, regulations of the United States Department of Transportation (USDOT), Presidential Executive Orders and the Code of Virginia relative to nondiscrimination. 2. The DEPARTMENT shall: a. Perform any actions and provide any decisions and approvals which are the responsibility of the DEPARTMENT, as required by federal and state laws and regulations or as otherwise agreed to, in writing, between the parties and provide necessary coordination with the FHWA as determined to be necessary by the DEPARTMENT. b. Upon receipt of the LOCALITY's invoices pursuant to paragraph 1.f., reimburse the LOCALITY the cost of eligible Project expenses, as described in Appendix A. Such reimbursements shall be payable by the DEPARTMENT within 30 days of an acceptable submission by the LOCALITY. c. If appropriate, submit invoices to the LOCALITY for the LOCALITY s share of eligible project expenses incurred by the DEPARTMENT in the performance of activities pursuant to paragraph 2.a. d. Audit the LOCALITY s Project records and documentation as may be required to verify LOCALITY compliance with federal and state laws and regulations. e. Make available to the LOCALITY guidelines to assist the parties in carrying out responsibilities under this Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 3

36 UPC Project # Locality: Loudoun County 3. Appendix A identifies the funding sources for the project, phases of work to be administered by the LOCALITY, and additional project-specific requirements agreed to by the parties. There may be additional elements that, once identified, shall be addressed by the parties hereto in writing, which may require an amendment to this Agreement. 4. If designated by the DEPARTMENT, the LOCALITY is authorized to act as the DEPARTMENT s agent for the purpose of conducting survey work pursuant to Section of the Code of Virginia, 1950, as amended. 5. Nothing in this Agreement shall obligate the parties hereto to expend or provide any funds in excess of funds agreed upon in this Agreement or as shall have been included in an annual or other lawful appropriation. In the event the cost of a Project is anticipated to exceed the allocation shown for such respective Project on Appendix A, both parties agree to cooperate in providing additional funding for the Project or to terminate the Project before its costs exceed the allocated amount, however the DEPARTMENT and the LOCALITY shall not be obligated to provide additional funds beyond those appropriated pursuant to an annual or other lawful appropriation. 6. Nothing in this Agreement shall be construed as a waiver of the LOCALITY s or the Commonwealth of Virginia s sovereign immunity. 7. The Parties mutually agree and acknowledge, in entering this Agreement, that the individuals acting on behalf of the Parties are acting within the scope of their official authority and the Parties agree that neither Party will bring a suit or assert a claim against any official, officer, or employee of either party, in their individual or personal capacity for a breach or violation of the terms of this Agreement or to otherwise enforce the terms and conditions of this Agreement The foregoing notwithstanding, nothing in this subparagraph shall prevent the enforcement of the terms and conditions of this Agreement by or against either Party in a competent court of law. 8. The Parties mutually agree that no provision of this Agreement shall create in the public, or in any person or entity other than the Parties, rights as a third party beneficiary hereunder, or authorize any person or entity, not a party hereto, to maintain any action for, without limitation, personal injury, property damage, breach of contract, or return of money, or property, deposit(s), cancellation or forfeiture of bonds, financial instruments, pursuant to the terms of this Agreement or otherwise. Notwithstanding any other provision of this Agreement to the contrary, unless otherwise provided, the Parties agree that the LOCALITY or the DEPARTMENT shall not be bound by any agreements between either party and other persons or entities concerning any matter which is the subject of this Agreement, unless and until the LOCALITY or the DEPARTMENT has, in writing, received a true copy of such agreement(s) and has affirmatively agreed, in writing, to be bound by such Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 4

37 UPC Project # Locality: Loudoun County 9 This Agreement may be terminated by either party upon 30 days advance written notice. Eligible Project expenses incurred through the date of termination shall be reimbursed in accordance with paragraphs 1.f, 1.g., and 2.b, subject to the limitations established in this Agreement and Appendix A. Upon termination, the DEPARTMENT shall retain ownership of plans, specifications, and right of way, unless all state and federal funds provided for the Project have been reimbursed to the DEPARTMENT by the LOCALITY, in which case the LOCALITY will have ownership of the plans, specifications, and right of way, unless otherwise mutually agreed upon in writing. 10. Prior to any action pursuant to paragraphs 1.b or 1.g of this Agreement, the DEPARTMENT shall provide notice to the LOCALITY with a specific description of the breach of agreement provisions. Upon receipt of a notice of breach, the LOCALITY will be provided the opportunity to cure such breach or to provide a plan to cure to the satisfaction to the DEPARTMENT. If, within sixty (60) days after receipt of the written notice of breach, the LOCALITY has neither cured the breach, nor is diligently pursuing a cure of the breach to the satisfaction of the DEPARTMENT, then upon receipt by the LOCALITY of a written notice from the DEPARTMENT stating that the breach has neither been cured, nor is the LOCALITY diligently pursuing a cure, the DEPARTMENT may exercise any remedies it may have under this Agreement. THE LOCALITY and DEPARTMENT acknowledge and agree that this Agreement has been prepared jointly by the parties and shall be construed simply and in accordance with its fair meaning and not strictly for or against any party. THIS AGREEMENT, when properly executed, shall be binding upon both parties, their successors, and assigns. THIS AGREEMENT may be modified in writing by mutual agreement of both parties. OAG Approved 6/18/2012; Revised 2/5/2015 5

38 UPC Project # Locality: Loudoun County IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed as of the day, month, and year first herein written. COUNTY OF LOUDOUN, VIRGINIA: Tim Hemstreet Typed or printed name of signatory Title County Administrator Date Signature of Witness Date NOTE: The official signing for the LOCALITY must attach a certified copy of his or her authority to execute this Agreement. COMMONWEALTH OF VIRGINIA, DEPARTMENT OF TRANSPORTATION: Chief of Policy Date Commonwealth of Virginia Department of Transportation Signature of Witness Date Attachments Appendix A: UPC OAG Approved 6/18/2012; Revised 2/5/2015 6

39 Appendix A Project Number: Project Location ZIP+4: Date: 3/22/2018 UPC: CFDA # Locality: Loudoun County Locality DUNS# Locality Address (incl ZIP+4): 1 Harrison Street, SE Leesburg, VA Project Narrative Scope: #SMART18 Route 7 / Route 690 Interchange From: To: Route 7 Route 690 Locality Project Manager Contact info: Robert Brown Bob.Brown@loudoun.gov Department Project Coordinator Contact Info: Susie Lue Susie.Lue@vdot.virginia.gov Project Estimates Estimated Locality Project Expenses Estimated VDOT Project Expenses Estimated Total Project Costs Preliminary Engineering Right of Way and Utilities Construction Total Estimated Cost $3,708,000 $597,000 $31,304,900 $35,609,900 $240,000 $5,000 $310,000 $555,000 $3,948,000 $602,000 $31,614,900 $36,164,900 Phase Estimated Project Costs Preliminary Engineering $3,948,000 Total PE $3,948,000 Right of Way & Utilities $602,000 Total RW $602,000 Construction $22,050,000 $9,564,900 Total CN $31,614,900 Total Estimated Cost $36,164,900 Funds type (Choose from drop down box) Local Funds Local Funds Local Funds Smart Scale (HB2) HPP Project Cost and Reimbursement Local % Participation for Funds Type 100% 100% 100% 0% Local Share Amount $3,948,000 Maximum Reimbursement (Estimated Cost - Local Share) $0 Estimated Reimbursement to Locality (Max. Reimbursement - Est. VDOT Expenses) $3,948,000 $0 -$240,000 $602,000 $0 $602,000 $0 -$5,000 $22,050,000 $0 $0 $9,564,900 $22,050,000 $9,564,900 $9,254,900 $26,600,000 $9,564,900 $9,009,900 Total Maximum Reimbursement by VDOT to Locality (Less Local Share) Estimated Total Reimbursement by VDOT to Locality (Less Local Share and VDOT Expenses) $9,564,900 $9,009,900 Local Funds Smart Scale (HB2) HPP Project Financing Aggregate Allocations $26,600,000 $9,564,900 $36,164,900 Program and Project Specific Funding Requirements This project shall be administered in accordance with VDOT's Locally Administered Projects Manual In accordance with Chapter (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 11/30/2018. This is a limited funds project. The Locality shall be responsible for any additional funding in excess of $9,564,900 (if applicable) All local funds included on this appendix have been formally committed by the local government s board or council resolution. The locality shall make a lump sum payment of $245,000 to VDOT within 60 days of agreement execution to cover estimated VDOT project expenses until VDOT funds become available on July 1, VDOT has received $0 from the locality for this project as of 11/27/2017. Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program. Project estimate, schedule and commitment to funding are subject to the requirements established in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process, Code of Virginia, and VDOT s Instructional and Informational Memorandums. This project shall be initiated and at least a portion of the programmed funds expended within one year of the budgeted year of allocation or funding may be subject to reprogramming to other projects selected through the prioritization process. In the event the Project is not advanced to the next phase of construction when requested by the Commonwealth Transportation Board, the locality or metropolitan planning organization may be required, pursuant to of the Code of Virginia, to reimburse the Department for all state and federal funds expended on the project. This project has been selected through the Smart Scale (HB2) application and selection process and will remain in the SYIP as a funding priority unless certain conditions set forth in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process arise. Pursuant to the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process and HB2 Implementation Policy Guide, Section 5.3, this project will be re-scored and/or the funding decision re-evaluated if any of the following conditions apply: a change in the scope, an estimate increase prior to contract advertisement or award, or a significant reduction in the locally/regionally leveraged funds. Applications may not be submitted in a subsequent annual HB2 prioritization cycle to account for a cost increase on a previously prioritized project. Authorized Locality Official and Date Tim Hemstreet Typed or printed name of person signing Revised: June 15, 2016 Authorized VDOT Official and Date Ray Burkhardt Typed or printed name of person signing

40 STANDARD PROJECT ADMINISTRATION AGREEMENT Federal-aid Projects Project Number UPC Local Government Loudoun County THIS AGREEMENT, made and executed in triplicate this day of, 2018, by and between the County of Loudoun, Virginia, hereinafter referred to as the LOCALITY and the Commonwealth of Virginia, Department of Transportation, hereinafter referred to as the DEPARTMENT. WHEREAS, the LOCALITY has expressed its desire to administer the work described in Appendix A, and such work for each improvement shown is hereinafter referred to as the Project; and WHEREAS, the funds shown in Appendix A have been allocated to finance each Project; and WHEREAS, the LOCALITY is committed to the development and delivery of each Project described in Appendix A in an expeditious manner; and; WHEREAS, both parties have concurred in the LOCALITY's administration of the phase(s) of work for the respective Project(s) listed in Appendix A in accordance with applicable federal, state, and local law and regulations. NOW THEREFORE, in consideration of the mutual premises contained herein, the parties hereto agree as follows: 1. The LOCALITY shall: a. Be responsible for all activities necessary to complete the noted phase(s) of each Project shown in Appendix A, except for activities, decisions, and approvals which are the responsibility of the DEPARTMENT, as required by federal or state laws and regulations or as otherwise agreed to, in writing, between the parties. Each Project will be designed and constructed to meet or exceed current American Association of State Highway and Transportation Officials standards or supplementary standards approved by the DEPARTMENT b. Meet all funding obligation and expenditure timeline requirements in accordance with all applicable federal and state laws and regulations, and Commonwealth Transportation Board and DEPARTMENT policies and as identified in Appendix A to this Agreement. Noncompliance with this requirement can result in deallocation of the funding, rescinding of state funding match, termination of this Agreement, or DEPARTMENT denial of future requests to administer projects by the LOCALITY.

41 OAG Approved 6/18/2012; Revised 2/5/ UPC Project # Locality: Loudoun County c. Receive prior written authorization from the DEPARTMENT to proceed with preliminary engineering, right-of-way acquisition and utility relocation, and construction phases of each Project. d. Administer the project(s) in accordance with guidelines applicable to Locally Administered Projects as published by the DEPARTMENT. e. Maintain accurate and complete records of each Project s development and documentation of all expenditures and make such information available for inspection or auditing by the DEPARTMENT. Records and documentation for items for which reimbursement will be requested shall be maintained for no less than three (3) years following acceptance of the final voucher on each Project. f. No more frequently than monthly, submit invoices with supporting documentation to the DEPARTMENT in the form prescribed by the DEPARTMENT. The supporting documentation shall include copies of related vendor invoices paid by the LOCALITY and an up-to-date project summary and schedule tracking payment requests and adjustments. A request for reimbursement shall be made within 90 days after any eligible project expenses are incurred by the Locality. For federally funded projects and pursuant to 2 CFR , Remedies for Noncompliance, violations of the provision may result in the imposition of sanctions including but not limited to possible denial or delay of payment of all or a part of the costs associated with the activity or action not in compliance. g. Reimburse the DEPARTMENT all Project expenses incurred by the DEPARTMENT if, due to action or inaction solely by the LOCALITY, federally funded Project expenditures incurred are not reimbursed by the Federal Highway Administration (FHWA), or reimbursements are required to be returned to the FHWA, or in the event the reimbursement provisions of Section or Section of the Code of Virginia, 1950, as amended, or other applicable provisions of federal, state, or local law or regulations require such reimbursement. h. On Projects that the LOCALITY is providing the required match to state or federal funds, pay the DEPARTMENT the LOCALITY s match for eligible Project expenses incurred by the DEPARTMENT in the performance of activities set forth in paragraph 2.a. i. Administer the Project in accordance with all applicable federal, state, or local laws and regulations. Failure to fulfill legal obligations associated with the project may result in forfeiture of federal or state-aid reimbursements j. Provide certification by a LOCALITY official that all LOCALITY administered Project activities have been performed in accordance with all federal, state, and local laws and regulations. If the locality expends over

42 UPC Project # Locality: Loudoun County $750,000 annually in federal funding, such certification shall include a copy of the LOCALITY s single program audit in accordance with 2 CFR , Audit Requirements. k. If legal services other than that provided by staff counsel are required in connection with condemnation proceedings associated with the acquisition of Right-of-Way, the LOCALITY will consult the DEPARTMENT to obtain an attorney from the list of outside counsel approved by the Office of the Attorney General. Costs associated with outside counsel services shall be reimbursable expenses of the project. l. For Projects on facilities not maintained by the DEPARTMENT, provide, or have others provide, maintenance of the Project upon completion, unless otherwise agreed to by the DEPARTMENT. m. Ensure compliance with the provisions of Title VI of the Civil Rights Act of 1964, regulations of the United States Department of Transportation (USDOT), Presidential Executive Orders and the Code of Virginia relative to nondiscrimination. 2. The DEPARTMENT shall: a. Perform any actions and provide any decisions and approvals which are the responsibility of the DEPARTMENT, as required by federal and state laws and regulations or as otherwise agreed to, in writing, between the parties and provide necessary coordination with the FHWA as determined to be necessary by the DEPARTMENT. b. Upon receipt of the LOCALITY's invoices pursuant to paragraph 1.f., reimburse the LOCALITY the cost of eligible Project expenses, as described in Appendix A. Such reimbursements shall be payable by the DEPARTMENT within 30 days of an acceptable submission by the LOCALITY. c. If appropriate, submit invoices to the LOCALITY for the LOCALITY s share of eligible project expenses incurred by the DEPARTMENT in the performance of activities pursuant to paragraph 2.a. d. Audit the LOCALITY s Project records and documentation as may be required to verify LOCALITY compliance with federal and state laws and regulations. e. Make available to the LOCALITY guidelines to assist the parties in carrying out responsibilities under this Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 3

43 UPC Project # Locality: Loudoun County 3. Appendix A identifies the funding sources for the project, phases of work to be administered by the LOCALITY, and additional project-specific requirements agreed to by the parties. There may be additional elements that, once identified, shall be addressed by the parties hereto in writing, which may require an amendment to this Agreement. 4. If designated by the DEPARTMENT, the LOCALITY is authorized to act as the DEPARTMENT s agent for the purpose of conducting survey work pursuant to Section of the Code of Virginia, 1950, as amended. 5. Nothing in this Agreement shall obligate the parties hereto to expend or provide any funds in excess of funds agreed upon in this Agreement or as shall have been included in an annual or other lawful appropriation. In the event the cost of a Project is anticipated to exceed the allocation shown for such respective Project on Appendix A, both parties agree to cooperate in providing additional funding for the Project or to terminate the Project before its costs exceed the allocated amount, however the DEPARTMENT and the LOCALITY shall not be obligated to provide additional funds beyond those appropriated pursuant to an annual or other lawful appropriation. 6. Nothing in this Agreement shall be construed as a waiver of the LOCALITY s or the Commonwealth of Virginia s sovereign immunity. 7. The Parties mutually agree and acknowledge, in entering this Agreement, that the individuals acting on behalf of the Parties are acting within the scope of their official authority and the Parties agree that neither Party will bring a suit or assert a claim against any official, officer, or employee of either party, in their individual or personal capacity for a breach or violation of the terms of this Agreement or to otherwise enforce the terms and conditions of this Agreement The foregoing notwithstanding, nothing in this subparagraph shall prevent the enforcement of the terms and conditions of this Agreement by or against either Party in a competent court of law. 8. The Parties mutually agree that no provision of this Agreement shall create in the public, or in any person or entity other than the Parties, rights as a third party beneficiary hereunder, or authorize any person or entity, not a party hereto, to maintain any action for, without limitation, personal injury, property damage, breach of contract, or return of money, or property, deposit(s), cancellation or forfeiture of bonds, financial instruments, pursuant to the terms of this Agreement or otherwise. Notwithstanding any other provision of this Agreement to the contrary, unless otherwise provided, the Parties agree that the LOCALITY or the DEPARTMENT shall not be bound by any agreements between either party and other persons or entities concerning any matter which is the subject of this Agreement, unless and until the LOCALITY or the DEPARTMENT has, in writing, received a true copy of such agreement(s) and has affirmatively agreed, in writing, to be bound by such Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 4

44 UPC Project # Locality: Loudoun County 9 This Agreement may be terminated by either party upon 30 days advance written notice. Eligible Project expenses incurred through the date of termination shall be reimbursed in accordance with paragraphs 1.f, 1.g., and 2.b, subject to the limitations established in this Agreement and Appendix A. Upon termination, the DEPARTMENT shall retain ownership of plans, specifications, and right of way, unless all state and federal funds provided for the Project have been reimbursed to the DEPARTMENT by the LOCALITY, in which case the LOCALITY will have ownership of the plans, specifications, and right of way, unless otherwise mutually agreed upon in writing. 10. Prior to any action pursuant to paragraphs 1.b or 1.g of this Agreement, the DEPARTMENT shall provide notice to the LOCALITY with a specific description of the breach of agreement provisions. Upon receipt of a notice of breach, the LOCALITY will be provided the opportunity to cure such breach or to provide a plan to cure to the satisfaction to the DEPARTMENT. If, within sixty (60) days after receipt of the written notice of breach, the LOCALITY has neither cured the breach, nor is diligently pursuing a cure of the breach to the satisfaction of the DEPARTMENT, then upon receipt by the LOCALITY of a written notice from the DEPARTMENT stating that the breach has neither been cured, nor is the LOCALITY diligently pursuing a cure, the DEPARTMENT may exercise any remedies it may have under this Agreement. THE LOCALITY and DEPARTMENT acknowledge and agree that this Agreement has been prepared jointly by the parties and shall be construed simply and in accordance with its fair meaning and not strictly for or against any party. THIS AGREEMENT, when properly executed, shall be binding upon both parties, their successors, and assigns. THIS AGREEMENT may be modified in writing by mutual agreement of both parties. OAG Approved 6/18/2012; Revised 2/5/2015 5

45 UPC Project # Locality: Loudoun County IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed as of the day, month, and year first herein written. COUNTY OF LOUDOUN, VIRGINIA: Tim Hemstreet Typed or printed name of signatory Title County Administrator Date Signature of Witness Date NOTE: The official signing for the LOCALITY must attach a certified copy of his or her authority to execute this Agreement. COMMONWEALTH OF VIRGINIA, DEPARTMENT OF TRANSPORTATION: Chief of Policy Date Commonwealth of Virginia Department of Transportation Signature of Witness Date Attachments Appendix A: UPC OAG Approved 6/18/2012; Revised 2/5/2015 6

46 Appendix A Project Number: Project Location ZIP+4: Project Narrative Date: 3/22/2018 UPC: CFDA # Locality: Loudoun County Locality DUNS# Locality Address (incl ZIP+4): 1 Harrison Street, SE Leesburg, VA Scope: #SMART18 Waxpool Road / Loudoun County Parkway Intersection Improvement From: To: Waxpool Road Loudoun County Parkway Locality Project Manager Contact info: Robert Brown Bob.Brown@loudoun.gov Department Project Coordinator Contact Info: Susie Lue Susie.Lue@vdot.virginia.gov Project Estimates Estimated Locality Project Expenses Estimated VDOT Project Expenses Estimated Total Project Costs Preliminary Engineering Right of Way and Utilities Construction Total Estimated Cost $731,712 $803,388 $3,472,260 $5,007,360 $81,300 $2,000 $56,500 $139,800 $813,012 $805,388 $3,528,760 $5,147,160 Phase Estimated Project Costs Funds type (Choose from drop down box) Project Cost and Reimbursement Local % Participation for Funds Type Local Share Amount Maximum Reimbursement (Estimated Cost - Local Share) Estimated Reimbursement to Locality (Max. Reimbursement - Est. VDOT Expenses) Preliminary Engineering $813,012 Local Funds 100% $813,012 $0 Total PE $813,012 $813,012 $0 -$81,300 Right of Way & Utilities $805,388 Local Funds 100% $805,388 $0 Total RW $805,388 $805,388 $0 -$2,000 Construction $3,251,600 $277,160 Local Funds Smart Scale (HB2) DGP 100% 0% $3,251,600 $0 $0 $277,160 Total CN $3,528,760 $3,251,600 $277,160 $220,660 Total Estimated Cost $5,147,160 $4,870,000 $277,160 $137,360 Total Maximum Reimbursement by VDOT to Locality (Less Local Share) Estimated Total Reimbursement by VDOT to Locality (Less Local Share and VDOT Expenses) $277,160 $137,360 Local Funds Smart Scale - (HB2) DGP Project Financing Aggregate Allocations $4,870,000 $277,160 $5,147,160 Program and Project Specific Funding Requirements This project shall be administered in accordance with VDOT's Locally Administered Projects Manual In accordance with Chapter (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 11/30/2018. This is a limited funds project. The Locality shall be responsible for any additional funding in excess of $277,160 (if applicable) All local funds included on this appendix have been formally committed by the local government s board or council resolution. The locality shall make a lump sum payment of $83,300 to VDOT within 60 days of agreement execution to cover estimated VDOT project expenses until VDOT funds become available on July 1, VDOT has received $0 from the locality for this project as of 11/28/2017. Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program. Project estimate, schedule and commitment to funding are subject to the requirements established in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process, Code of Virginia, and VDOT s Instructional and Informational Memorandums. This project shall be initiated and at least a portion of the programmed funds expended within one year of the budgeted year of allocation or funding may be subject to reprogramming to other projects selected through the prioritization process. In the event the Project is not advanced to the next phase of construction when requested by the Commonwealth Transportation Board, the locality or metropolitan planning organization may be required, pursuant to of the Code of Virginia, to reimburse the Department for all state and federal funds expended on the project. This project has been selected through the Smart Scale (HB2) application and selection process and will remain in the SYIP as a funding priority unless certain conditions set forth in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process arise. Pursuant to the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process and HB2 Implementation Policy Guide, Section 5.3, this project will be re-scored and/or the funding decision re-evaluated if any of the following conditions apply: a change in the scope, an estimate increase prior to contract advertisement or award, or a significant reduction in the locally/regionally leveraged funds. Applications may not be submitted in a subsequent annual HB2 prioritization cycle to account for a cost increase on a previously prioritized project. Authorized Locality Official and Date Tim Hemstreet Typed or printed name of person signing Revised: June 15, 2016 Authorized VDOT Official and Date Ray Burkhardt Typed or printed name of person signing

47 STANDARD PROJECT ADMINISTRATION AGREEMENT Federal-aid Projects Project Number UPC Local Government PRLO Loudoun County THIS AGREEMENT, made and executed in triplicate this day of, 2018, by and between the County of Loudoun, Virginia, hereinafter referred to as the LOCALITY and the Commonwealth of Virginia, Department of Transportation, hereinafter referred to as the DEPARTMENT. WHEREAS, the LOCALITY has expressed its desire to administer the work described in Appendix A, and such work for each improvement shown is hereinafter referred to as the Project; and WHEREAS, the funds shown in Appendix A have been allocated to finance each Project; and WHEREAS, the LOCALITY is committed to the development and delivery of each Project described in Appendix A in an expeditious manner; and; WHEREAS, both parties have concurred in the LOCALITY's administration of the phase(s) of work for the respective Project(s) listed in Appendix A in accordance with applicable federal, state, and local law and regulations. NOW THEREFORE, in consideration of the mutual premises contained herein, the parties hereto agree as follows: 1. The LOCALITY shall: a. Be responsible for all activities necessary to complete the noted phase(s) of each Project shown in Appendix A, except for activities, decisions, and approvals which are the responsibility of the DEPARTMENT, as required by federal or state laws and regulations or as otherwise agreed to, in writing, between the parties. Each Project will be designed and constructed to meet or exceed current American Association of State Highway and Transportation Officials standards or supplementary standards approved by the DEPARTMENT b. Meet all funding obligation and expenditure timeline requirements in accordance with all applicable federal and state laws and regulations, and Commonwealth Transportation Board and DEPARTMENT policies and as identified in Appendix A to this Agreement. Noncompliance with this requirement can result in deallocation of the funding, rescinding of state funding match, termination of this Agreement, or DEPARTMENT denial of future requests to administer projects by the LOCALITY.

48 OAG Approved 6/18/2012; Revised 2/5/ UPC Project # PRLO Locality: Loudoun County c. Receive prior written authorization from the DEPARTMENT to proceed with preliminary engineering, right-of-way acquisition and utility relocation, and construction phases of each Project. d. Administer the project(s) in accordance with guidelines applicable to Locally Administered Projects as published by the DEPARTMENT. e. Maintain accurate and complete records of each Project s development and documentation of all expenditures and make such information available for inspection or auditing by the DEPARTMENT. Records and documentation for items for which reimbursement will be requested shall be maintained for no less than three (3) years following acceptance of the final voucher on each Project. f. No more frequently than monthly, submit invoices with supporting documentation to the DEPARTMENT in the form prescribed by the DEPARTMENT. The supporting documentation shall include copies of related vendor invoices paid by the LOCALITY and an up-to-date project summary and schedule tracking payment requests and adjustments. A request for reimbursement shall be made within 90 days after any eligible project expenses are incurred by the Locality. For federally funded projects and pursuant to 2 CFR , Remedies for Noncompliance, violations of the provision may result in the imposition of sanctions including but not limited to possible denial or delay of payment of all or a part of the costs associated with the activity or action not in compliance. g. Reimburse the DEPARTMENT all Project expenses incurred by the DEPARTMENT if, due to action or inaction solely by the LOCALITY, federally funded Project expenditures incurred are not reimbursed by the Federal Highway Administration (FHWA), or reimbursements are required to be returned to the FHWA, or in the event the reimbursement provisions of Section or Section of the Code of Virginia, 1950, as amended, or other applicable provisions of federal, state, or local law or regulations require such reimbursement. h. On Projects that the LOCALITY is providing the required match to state or federal funds, pay the DEPARTMENT the LOCALITY s match for eligible Project expenses incurred by the DEPARTMENT in the performance of activities set forth in paragraph 2.a. i. Administer the Project in accordance with all applicable federal, state, or local laws and regulations. Failure to fulfill legal obligations associated with the project may result in forfeiture of federal or state-aid reimbursements j. Provide certification by a LOCALITY official that all LOCALITY administered Project activities have been performed in accordance with all federal, state, and local laws and regulations. If the locality expends over

49 UPC Project # PRLO Locality: Loudoun County $750,000 annually in federal funding, such certification shall include a copy of the LOCALITY s single program audit in accordance with 2 CFR , Audit Requirements. k. If legal services other than that provided by staff counsel are required in connection with condemnation proceedings associated with the acquisition of Right-of-Way, the LOCALITY will consult the DEPARTMENT to obtain an attorney from the list of outside counsel approved by the Office of the Attorney General. Costs associated with outside counsel services shall be reimbursable expenses of the project. l. For Projects on facilities not maintained by the DEPARTMENT, provide, or have others provide, maintenance of the Project upon completion, unless otherwise agreed to by the DEPARTMENT. m. Ensure compliance with the provisions of Title VI of the Civil Rights Act of 1964, regulations of the United States Department of Transportation (USDOT), Presidential Executive Orders and the Code of Virginia relative to nondiscrimination. 2. The DEPARTMENT shall: a. Perform any actions and provide any decisions and approvals which are the responsibility of the DEPARTMENT, as required by federal and state laws and regulations or as otherwise agreed to, in writing, between the parties and provide necessary coordination with the FHWA as determined to be necessary by the DEPARTMENT. b. Upon receipt of the LOCALITY's invoices pursuant to paragraph 1.f., reimburse the LOCALITY the cost of eligible Project expenses, as described in Appendix A. Such reimbursements shall be payable by the DEPARTMENT within 30 days of an acceptable submission by the LOCALITY. c. If appropriate, submit invoices to the LOCALITY for the LOCALITY s share of eligible project expenses incurred by the DEPARTMENT in the performance of activities pursuant to paragraph 2.a. d. Audit the LOCALITY s Project records and documentation as may be required to verify LOCALITY compliance with federal and state laws and regulations. e. Make available to the LOCALITY guidelines to assist the parties in carrying out responsibilities under this Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 3

50 UPC Project # PRLO Locality: Loudoun County 3. Appendix A identifies the funding sources for the project, phases of work to be administered by the LOCALITY, and additional project-specific requirements agreed to by the parties. There may be additional elements that, once identified, shall be addressed by the parties hereto in writing, which may require an amendment to this Agreement. 4. If designated by the DEPARTMENT, the LOCALITY is authorized to act as the DEPARTMENT s agent for the purpose of conducting survey work pursuant to Section of the Code of Virginia, 1950, as amended. 5. Nothing in this Agreement shall obligate the parties hereto to expend or provide any funds in excess of funds agreed upon in this Agreement or as shall have been included in an annual or other lawful appropriation. In the event the cost of a Project is anticipated to exceed the allocation shown for such respective Project on Appendix A, both parties agree to cooperate in providing additional funding for the Project or to terminate the Project before its costs exceed the allocated amount, however the DEPARTMENT and the LOCALITY shall not be obligated to provide additional funds beyond those appropriated pursuant to an annual or other lawful appropriation. 6. Nothing in this Agreement shall be construed as a waiver of the LOCALITY s or the Commonwealth of Virginia s sovereign immunity. 7. The Parties mutually agree and acknowledge, in entering this Agreement, that the individuals acting on behalf of the Parties are acting within the scope of their official authority and the Parties agree that neither Party will bring a suit or assert a claim against any official, officer, or employee of either party, in their individual or personal capacity for a breach or violation of the terms of this Agreement or to otherwise enforce the terms and conditions of this Agreement The foregoing notwithstanding, nothing in this subparagraph shall prevent the enforcement of the terms and conditions of this Agreement by or against either Party in a competent court of law. 8. The Parties mutually agree that no provision of this Agreement shall create in the public, or in any person or entity other than the Parties, rights as a third party beneficiary hereunder, or authorize any person or entity, not a party hereto, to maintain any action for, without limitation, personal injury, property damage, breach of contract, or return of money, or property, deposit(s), cancellation or forfeiture of bonds, financial instruments, pursuant to the terms of this Agreement or otherwise. Notwithstanding any other provision of this Agreement to the contrary, unless otherwise provided, the Parties agree that the LOCALITY or the DEPARTMENT shall not be bound by any agreements between either party and other persons or entities concerning any matter which is the subject of this Agreement, unless and until the LOCALITY or the DEPARTMENT has, in writing, received a true copy of such agreement(s) and has affirmatively agreed, in writing, to be bound by such Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 4

51 UPC Project # PRLO Locality: Loudoun County 9 This Agreement may be terminated by either party upon 30 days advance written notice. Eligible Project expenses incurred through the date of termination shall be reimbursed in accordance with paragraphs 1.f, 1.g., and 2.b, subject to the limitations established in this Agreement and Appendix A. Upon termination, the DEPARTMENT shall retain ownership of plans, specifications, and right of way, unless all state and federal funds provided for the Project have been reimbursed to the DEPARTMENT by the LOCALITY, in which case the LOCALITY will have ownership of the plans, specifications, and right of way, unless otherwise mutually agreed upon in writing. 10. Prior to any action pursuant to paragraphs 1.b or 1.g of this Agreement, the DEPARTMENT shall provide notice to the LOCALITY with a specific description of the breach of agreement provisions. Upon receipt of a notice of breach, the LOCALITY will be provided the opportunity to cure such breach or to provide a plan to cure to the satisfaction to the DEPARTMENT. If, within sixty (60) days after receipt of the written notice of breach, the LOCALITY has neither cured the breach, nor is diligently pursuing a cure of the breach to the satisfaction of the DEPARTMENT, then upon receipt by the LOCALITY of a written notice from the DEPARTMENT stating that the breach has neither been cured, nor is the LOCALITY diligently pursuing a cure, the DEPARTMENT may exercise any remedies it may have under this Agreement. THE LOCALITY and DEPARTMENT acknowledge and agree that this Agreement has been prepared jointly by the parties and shall be construed simply and in accordance with its fair meaning and not strictly for or against any party. THIS AGREEMENT, when properly executed, shall be binding upon both parties, their successors, and assigns. THIS AGREEMENT may be modified in writing by mutual agreement of both parties. OAG Approved 6/18/2012; Revised 2/5/2015 5

52 UPC Project # PRLO Locality: Loudoun County IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed as of the day, month, and year first herein written. COUNTY OF LOUDOUN, VIRGINIA: Tim Hemstreet Typed or printed name of signatory Title County Administrator Date Signature of Witness Date NOTE: The official signing for the LOCALITY must attach a certified copy of his or her authority to execute this Agreement. COMMONWEALTH OF VIRGINIA, DEPARTMENT OF TRANSPORTATION: Chief of Policy Date Commonwealth of Virginia Department of Transportation Signature of Witness Date Attachments Appendix A: UPC OAG Approved 6/18/2012; Revised 2/5/2015 6

53 Appendix A Project Number: PRLO Project Location ZIP+4: One Loudoun Western Loudoun Date: 3/22/2018 UPC: CFDA # Locality: Loudoun County Locality DUNS# Locality Address (incl ZIP+4): 1 Harrison Street, SE Leesburg, VA Project Narrative Scope: #SMART18 One Loudoun and Western Loudoun Park and Ride Lots From: To: One Loudoun Western Loudoun Locality Project Manager Contact info: Greg Barnes Greg.Barnes@loudoun.gov Department Project Coordinator Contact Info: Susie Lue Susie.Lue@vdot.virginia.gov Project Estimates Estimated Locality Project Expenses Estimated VDOT Project Expenses Estimated Total Project Costs Preliminary Engineering $805,000 $90,000 $895,000 Right of Way and Utilities $0 Construction $6,601,400 $108,000 $6,709,400 Total Estimated Cost $7,406,400 $198,000 $7,604,400 Phase Preliminary Engineering Total PE Right of Way & Utilities Total Estimated Cost Estimated Project Costs $895,000 $895,000 Total RW $0 Construction $3,076,000 $3,633,400 Total CN $6,709,400 $0 $6,709,400 $7,604,400 Funds type (Choose from drop down box) CMAQ CMAQ Smart Scale Project Cost and Reimbursement Local % Participation for Funds Type 0% 0% 0% 0% Local Share Amount $0 $895,000 $0 $895,000 $0 $0 $0 $0 $0 $0 Maximum Reimbursement (Estimated Cost - Local Share) $0 $3,076,000 $3,633,400 Estimated Reimbursement to Locality (Max. Reimbursement - Est. VDOT Expenses) $805,000 $0 $6,601,400 $7,604,400 $7,406,400 Total Maximum Reimbursement by VDOT to Locality (Less Local Share) Estimated Total Reimbursement by VDOT to Locality (Less Local Share and VDOT Expenses) $7,604,400 $7,406,400 CMAQ State Match Smart Scale (HB2) DGP Project Financing $3,176,800 $794,200 $3,633,400 $7,604,400 Program and Project Specific Funding Requirements This project shall be administered in accordance with VDOT's Locally Administered Projects Manual In accordance with Chapter (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 9/31/2018. This is a limited funds project. The Locality shall be responsible for any additional funding in excess of $7,604,400 (if applicable) Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program. Aggregate Allocations This project is funded with federal-aid Congestion Mitigation and Air Quality Program (CMAQ) funds. These funds must be obligated within 12 months of allocation and expended within 36 months of the obligation. Project estimate, schedule and commitment to funding are subject to the requirements established in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process, Code of Virginia, and VDOT s Instructional and Informational Memorandums. This project shall be initiated and at least a portion of the programmed funds expended within one year of the budgeted year of allocation or funding may be subject to reprogramming to other projects selected through the prioritization process. In the event the Project is not advanced to the next phase of construction when requested by the Commonwealth Transportation Board, the locality or metropolitan planning organization may be required, pursuant to of the Code of Virginia, to reimburse the Department for all state and federal funds expended on the project. This project has been selected through the Smart Scale (HB2) application and selection process and will remain in the SYIP as a funding priority unless certain conditions set forth in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process arise. Pursuant to the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process and HB2 Implementation Policy Guide, Section 5.3, this project will be re-scored and/or the funding decision re-evaluated if any of the following conditions apply: a change in the scope, an estimate increase prior to contract advertisement or award, or a significant reduction in the locally/regionally leveraged funds. Applications may not be submitted in a subsequent annual HB2 prioritization cycle to account for a cost increase on a previously prioritized project. Authorized Locality Official and Date Tim Hemstreet Typed or printed name of person signing Authorized VDOT Official and Date Ray Burkhardt Typed or printed name of person signing Revised: June 15, 2016

54 STANDARD PROJECT ADMINISTRATION AGREEMENT Federal-aid Projects Project Number UPC Local Government Loudoun County THIS AGREEMENT, made and executed in triplicate this day of, 2018, by and between the County of Loudoun, Virginia, hereinafter referred to as the LOCALITY and the Commonwealth of Virginia, Department of Transportation, hereinafter referred to as the DEPARTMENT. WHEREAS, the LOCALITY has expressed its desire to administer the work described in Appendix A, and such work for each improvement shown is hereinafter referred to as the Project; and WHEREAS, the funds shown in Appendix A have been allocated to finance each Project; and WHEREAS, the LOCALITY is committed to the development and delivery of each Project described in Appendix A in an expeditious manner; and; WHEREAS, both parties have concurred in the LOCALITY's administration of the phase(s) of work for the respective Project(s) listed in Appendix A in accordance with applicable federal, state, and local law and regulations. NOW THEREFORE, in consideration of the mutual premises contained herein, the parties hereto agree as follows: 1. The LOCALITY shall: a. Be responsible for all activities necessary to complete the noted phase(s) of each Project shown in Appendix A, except for activities, decisions, and approvals which are the responsibility of the DEPARTMENT, as required by federal or state laws and regulations or as otherwise agreed to, in writing, between the parties. Each Project will be designed and constructed to meet or exceed current American Association of State Highway and Transportation Officials standards or supplementary standards approved by the DEPARTMENT b. Meet all funding obligation and expenditure timeline requirements in accordance with all applicable federal and state laws and regulations, and Commonwealth Transportation Board and DEPARTMENT policies and as identified in Appendix A to this Agreement. Noncompliance with this requirement can result in deallocation of the funding, rescinding of state funding match, termination of this Agreement, or DEPARTMENT denial of future requests to administer projects by the LOCALITY.

55 OAG Approved 6/18/2012; Revised 2/5/ UPC Project # Locality: Loudoun County c. Receive prior written authorization from the DEPARTMENT to proceed with preliminary engineering, right-of-way acquisition and utility relocation, and construction phases of each Project. d. Administer the project(s) in accordance with guidelines applicable to Locally Administered Projects as published by the DEPARTMENT. e. Maintain accurate and complete records of each Project s development and documentation of all expenditures and make such information available for inspection or auditing by the DEPARTMENT. Records and documentation for items for which reimbursement will be requested shall be maintained for no less than three (3) years following acceptance of the final voucher on each Project. f. No more frequently than monthly, submit invoices with supporting documentation to the DEPARTMENT in the form prescribed by the DEPARTMENT. The supporting documentation shall include copies of related vendor invoices paid by the LOCALITY and an up-to-date project summary and schedule tracking payment requests and adjustments. A request for reimbursement shall be made within 90 days after any eligible project expenses are incurred by the Locality. For federally funded projects and pursuant to 2 CFR , Remedies for Noncompliance, violations of the provision may result in the imposition of sanctions including but not limited to possible denial or delay of payment of all or a part of the costs associated with the activity or action not in compliance. g. Reimburse the DEPARTMENT all Project expenses incurred by the DEPARTMENT if, due to action or inaction solely by the LOCALITY, federally funded Project expenditures incurred are not reimbursed by the Federal Highway Administration (FHWA), or reimbursements are required to be returned to the FHWA, or in the event the reimbursement provisions of Section or Section of the Code of Virginia, 1950, as amended, or other applicable provisions of federal, state, or local law or regulations require such reimbursement. h. On Projects that the LOCALITY is providing the required match to state or federal funds, pay the DEPARTMENT the LOCALITY s match for eligible Project expenses incurred by the DEPARTMENT in the performance of activities set forth in paragraph 2.a. i. Administer the Project in accordance with all applicable federal, state, or local laws and regulations. Failure to fulfill legal obligations associated with the project may result in forfeiture of federal or state-aid reimbursements j. Provide certification by a LOCALITY official that all LOCALITY administered Project activities have been performed in accordance with all federal, state, and local laws and regulations. If the locality expends over

56 UPC Project # Locality: Loudoun County $750,000 annually in federal funding, such certification shall include a copy of the LOCALITY s single program audit in accordance with 2 CFR , Audit Requirements. k. If legal services other than that provided by staff counsel are required in connection with condemnation proceedings associated with the acquisition of Right-of-Way, the LOCALITY will consult the DEPARTMENT to obtain an attorney from the list of outside counsel approved by the Office of the Attorney General. Costs associated with outside counsel services shall be reimbursable expenses of the project. l. For Projects on facilities not maintained by the DEPARTMENT, provide, or have others provide, maintenance of the Project upon completion, unless otherwise agreed to by the DEPARTMENT. m. Ensure compliance with the provisions of Title VI of the Civil Rights Act of 1964, regulations of the United States Department of Transportation (USDOT), Presidential Executive Orders and the Code of Virginia relative to nondiscrimination. 2. The DEPARTMENT shall: a. Perform any actions and provide any decisions and approvals which are the responsibility of the DEPARTMENT, as required by federal and state laws and regulations or as otherwise agreed to, in writing, between the parties and provide necessary coordination with the FHWA as determined to be necessary by the DEPARTMENT. b. Upon receipt of the LOCALITY's invoices pursuant to paragraph 1.f., reimburse the LOCALITY the cost of eligible Project expenses, as described in Appendix A. Such reimbursements shall be payable by the DEPARTMENT within 30 days of an acceptable submission by the LOCALITY. c. If appropriate, submit invoices to the LOCALITY for the LOCALITY s share of eligible project expenses incurred by the DEPARTMENT in the performance of activities pursuant to paragraph 2.a. d. Audit the LOCALITY s Project records and documentation as may be required to verify LOCALITY compliance with federal and state laws and regulations. e. Make available to the LOCALITY guidelines to assist the parties in carrying out responsibilities under this Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 3

57 UPC Project # Locality: Loudoun County 3. Appendix A identifies the funding sources for the project, phases of work to be administered by the LOCALITY, and additional project-specific requirements agreed to by the parties. There may be additional elements that, once identified, shall be addressed by the parties hereto in writing, which may require an amendment to this Agreement. 4. If designated by the DEPARTMENT, the LOCALITY is authorized to act as the DEPARTMENT s agent for the purpose of conducting survey work pursuant to Section of the Code of Virginia, 1950, as amended. 5. Nothing in this Agreement shall obligate the parties hereto to expend or provide any funds in excess of funds agreed upon in this Agreement or as shall have been included in an annual or other lawful appropriation. In the event the cost of a Project is anticipated to exceed the allocation shown for such respective Project on Appendix A, both parties agree to cooperate in providing additional funding for the Project or to terminate the Project before its costs exceed the allocated amount, however the DEPARTMENT and the LOCALITY shall not be obligated to provide additional funds beyond those appropriated pursuant to an annual or other lawful appropriation. 6. Nothing in this Agreement shall be construed as a waiver of the LOCALITY s or the Commonwealth of Virginia s sovereign immunity. 7. The Parties mutually agree and acknowledge, in entering this Agreement, that the individuals acting on behalf of the Parties are acting within the scope of their official authority and the Parties agree that neither Party will bring a suit or assert a claim against any official, officer, or employee of either party, in their individual or personal capacity for a breach or violation of the terms of this Agreement or to otherwise enforce the terms and conditions of this Agreement The foregoing notwithstanding, nothing in this subparagraph shall prevent the enforcement of the terms and conditions of this Agreement by or against either Party in a competent court of law. 8. The Parties mutually agree that no provision of this Agreement shall create in the public, or in any person or entity other than the Parties, rights as a third party beneficiary hereunder, or authorize any person or entity, not a party hereto, to maintain any action for, without limitation, personal injury, property damage, breach of contract, or return of money, or property, deposit(s), cancellation or forfeiture of bonds, financial instruments, pursuant to the terms of this Agreement or otherwise. Notwithstanding any other provision of this Agreement to the contrary, unless otherwise provided, the Parties agree that the LOCALITY or the DEPARTMENT shall not be bound by any agreements between either party and other persons or entities concerning any matter which is the subject of this Agreement, unless and until the LOCALITY or the DEPARTMENT has, in writing, received a true copy of such agreement(s) and has affirmatively agreed, in writing, to be bound by such Agreement. OAG Approved 6/18/2012; Revised 2/5/2015 4

58 UPC Project # Locality: Loudoun County 9 This Agreement may be terminated by either party upon 30 days advance written notice. Eligible Project expenses incurred through the date of termination shall be reimbursed in accordance with paragraphs 1.f, 1.g., and 2.b, subject to the limitations established in this Agreement and Appendix A. Upon termination, the DEPARTMENT shall retain ownership of plans, specifications, and right of way, unless all state and federal funds provided for the Project have been reimbursed to the DEPARTMENT by the LOCALITY, in which case the LOCALITY will have ownership of the plans, specifications, and right of way, unless otherwise mutually agreed upon in writing. 10. Prior to any action pursuant to paragraphs 1.b or 1.g of this Agreement, the DEPARTMENT shall provide notice to the LOCALITY with a specific description of the breach of agreement provisions. Upon receipt of a notice of breach, the LOCALITY will be provided the opportunity to cure such breach or to provide a plan to cure to the satisfaction to the DEPARTMENT. If, within sixty (60) days after receipt of the written notice of breach, the LOCALITY has neither cured the breach, nor is diligently pursuing a cure of the breach to the satisfaction of the DEPARTMENT, then upon receipt by the LOCALITY of a written notice from the DEPARTMENT stating that the breach has neither been cured, nor is the LOCALITY diligently pursuing a cure, the DEPARTMENT may exercise any remedies it may have under this Agreement. THE LOCALITY and DEPARTMENT acknowledge and agree that this Agreement has been prepared jointly by the parties and shall be construed simply and in accordance with its fair meaning and not strictly for or against any party. THIS AGREEMENT, when properly executed, shall be binding upon both parties, their successors, and assigns. THIS AGREEMENT may be modified in writing by mutual agreement of both parties. OAG Approved 6/18/2012; Revised 2/5/2015 5

59 UPC Project # Locality: Loudoun County IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed as of the day, month, and year first herein written. COUNTY OF LOUDOUN, VIRGINIA: Tim Hemstreet Typed or printed name of signatory Title County Administrator Date Signature of Witness Date NOTE: The official signing for the LOCALITY must attach a certified copy of his or her authority to execute this Agreement. COMMONWEALTH OF VIRGINIA, DEPARTMENT OF TRANSPORTATION: Chief of Policy Date Commonwealth of Virginia Department of Transportation Signature of Witness Date Attachments Appendix A: UPC OAG Approved 6/18/2012; Revised 2/5/2015 6

60 Appendix A Project Number: Project Location ZIP+4: Project Narrative Date: 3/22/2018 UPC: CFDA # Locality: Loudoun County Locality DUNS# Locality Address (incl ZIP+4): 1 Harrison Street, SE Leesburg, VA Scope: From: To: #SMART18 Westwind Drive (Loudoun County Pkwy to Route 606) Route 607 (Loudoun County Pkwy) Route 606 (Old Ox Road) Locality Project Manager Contact info: Robert Brown Bob.Brown@loudoun.gov Department Project Coordinator Contact Info: Robert Strevell Robert.Strevell@vdot.virginia.gov Project Estimates Estimated Locality Project Expenses Estimated VDOT Project Expenses Estimated Total Project Costs Preliminary Engineering $4,373,710 $280,000 $4,653,710 Right of Way and Utilities $7,580,000 $20,000 $7,600,000 Construction $30,528,300 $496,400 $31,024,700 Total Estimated Cost $42,482,010 $796,400 $43,278,410 Phase Preliminary Engineering Total PE Estimated Project Costs $4,653,710 $4,653,710 Right of Way & Utilities $7,600,000 Total RW $7,600,000 Construction $11,203,290 $19,821,410 Funds type (Choose from drop down box) Local Funds Local Funds Local Funds Smart Scale (HB2) HPP Project Cost and Reimbursement Local % Participation for Funds Type $19,821,410 Total CN $31,024,700 $11,203,290 $19,821,410 $19,325,010 Total Estimated Cost $43,278,410 $23,457,000 $19,821,410 $19,025, % 100% 100% 0% Local Share Amount $4,653,710 $0 $4,653,710 $0 $7,600,000 $0 $7,600,000 $11,203,290 $0 Maximum Reimbursement (Estimated Cost - Local Share) $0 $0 Estimated Reimbursement to Locality (Max. Reimbursement - Est. VDOT Expenses) -$280,000 -$20,000 Total Maximum Reimbursement by VDOT to Locality (Less Local Share) Estimated Total Reimbursement by VDOT to Locality (Less Local Share and VDOT Expenses) $19,821,410 $19,025,010 Local Funds Smart Scale (HB2) HPP Project Financing Aggregate Allocations $23,457,000 $19,821,410 $43,278,410 Program and Project Specific Funding Requirements This project shall be administered in accordance with VDOT's Locally Administered Projects Manual In accordance with Chapter (Scoping Process Requirements) of the LAP Manual, the locality shall complete project scoping on or before 08/31/2018. This is a limited funds project. The Locality shall be responsible for any additional funding in excess of $19,821,410 (if applicable) All local funds included on this appendix have been formally committed by the local government s board or council resolution. The locality shall make a lump sum payment of $300,000 to VDOT within 60 days of agreement execution to cover estimated VDOT project expenses until VDOT funds become available on July 1, 2021 VDOT has received $0 from the locality for this project as of 11/28/2017. Reimbursement for eligible expenditures shall not exceed funds allocated each year by the Commonwealth Transportation Board in the Six Year Improvement Program. Project estimate, schedule and commitment to funding are subject to the requirements established in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process, Code of Virginia, and VDOT s Instructional and Informational Memorandums. This project shall be initiated and at least a portion of the programmed funds expended within one year of the budgeted year of allocation or funding may be subject to reprogramming to other projects selected through the prioritization process. In the event the Project is not advanced to the next phase of construction when requested by the Commonwealth Transportation Board, the locality or metropolitan planning organization may be required, pursuant to of the Code of Virginia, to reimburse the Department for all state and federal funds expended on the project. This project has been selected through the Smart Scale (HB2) application and selection process and will remain in the SYIP as a funding priority unless certain conditions set forth in the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process arise. Pursuant to the Commonwealth Transportation Board Policy and Guidelines for Implementation of a Project Prioritization Process and HB2 Implementation Policy Guide, Section 5.3, this project will be re-scored and/or the funding decision re-evaluated if any of the following conditions apply: a change in the scope, an estimate increase prior to contract advertisement or award, or a significant reduction in the locally/regionally leveraged funds. Applications may not be submitted in a subsequent annual HB2 prioritization cycle to account for a cost increase on a previously prioritized project. Authorized Locality Official and Date Tim Hemstreet Typed or printed name of person signing Revised: June 15, 2016 Authorized VDOT Official and Date Ray Burkhardt Typed or printed name of person signing

61 Date of Meeting: April 3, 2018 d. GRANT OF EASEMENT OVER COUNTY PROPERTY LOVETTSVILLE COMMUNITY CENTER (Virginia Electric and Power Company) ELECTION DISTRICT: STAFF CONTACTS: Catoctin Mark Hoffman, Transportation and Capital Infrastructure Joe Kroboth, Transportation and Capital Infrastructure John R. Powell, Office of the County Attorney BACKGROUND: Virginia Electric and Power Company, doing business as Dominion Energy Virginia (Dominion), has requested an underground electric utility easement across County-owned Lovettsville Community Center property. The purpose of the easement is to allow Dominion to install underground conduits and circuits to serve Lovettsville Community Center. The property is identified by PIN# , located in the Catoctin Election District and more particularly described as Tax Map Number //9A3/1////42/. The location of the proposed easement has been approved by the Department of Transportation and Capital Infrastructure and is shown on the attached plat number entitled Plat to Accompany Right-of-Way Agreement. A public hearing is not required due to the fact that the Dominion utility service is required for site development and will serve County property. DRAFT MOTION: 1. I move that the Board of Supervisors approve the requested grant of easement to Virginia Electric and Power Company as shown on plat number , and that the Chairman, Vice- Chairman or County Administrator be authorized to execute a Right of Way Agreement or other form of deed of easement acceptable in form to the County Attorney. ATTACHMENTS: 1. Dominion plat showing location of property and requested easement. 2. Dominion Right of Way Agreement

62 U.S. HOME CORP PARID#: INST#: PL RAMON JACOBS JANICE PITTLEMAN PARID#: DB:1611/PG:1724 PL BOARD OF SUPERVISORS OF LOUDOUN COUNTY PARID#: DB:743/PG:478 CL PL PROPOSED DOMINION 20' WIDE UG ESMT LOVETTSVILLE RD - RTE-672 VARIABLE WIDTH RIGHT OF WAY PL MILLTOWN RD - RTE 673 VARIABLE WIDTH RIGHT OF WAY CL PL DANIEL P. PARRISH PARID#: INST#: PL PL PL DANIEL P. PARRISH PARID#: INST#: PARID#: INST#: JEFFREY HOOD PL E. BROAD WAY - RTE 673 VARIABLE WIDTH RIGHT OF WAY LEGEND N OWNER: BOARD OF SUPERVISORS OF LOUDOUN COUNTY, VIRGINIA PO BOX 7000 MSC 01 LEESBURG, VA PARID#: LEGAL: LOVETTSVILLE COMMUNITY CENTER Dominion Energy Virginia

63 Right of Way Agreement THIS RIGHT OF WAY AGREEMENT, is made and entered into as of this day of, 20, by and between: THE BOARD OF SUPERVISORS OF LOUDOUN COUNTY, VIRGINIA, a body corporate and politic ( GRANTOR ) and VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation, doing business in Virginia as Dominion Energy Virginia, with its principal office in Richmond, Virginia ( GRANTEE ). W I T N E S S E T H 1. That for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency whereof is acknowledged, GRANTOR grants and conveys unto GRANTEE, its successors and assigns, the perpetual, non-exclusive right, privilege and easement over, under, through, upon and across the property described herein, for the purpose of transmitting and distributing electric power by one or more circuits; for its own internal telephone and other internal communication purposes directly related or incidental to the generation, distribution and transmission of electricity, including the wires and facilities of any other public service company in aid of or to effectuate such internal telephone or other internal communication purposes; and for lighting purposes; including but not limited to the right: 1.1 to lay, construct, operate and maintain one or more lines of underground conduits and cables, including, without limitation, one or more lighting supports and lighting fixtures as GRANTEE may from time to time determine, and all wires, conduits, cables, transformers, transformer enclosures, concrete pads, manholes, handholes, connection boxes, accessories and appurtenances desirable in connection therewith; the width of the said easement shall extend as shown on the attached plat, twenty ( 20 ) feet in width across the lands of GRANTOR. Initials: This Document Prepared by Virginia Electric and Power Company and should be returned to: Dominion Energy Virginia, 3072 Centreville Road, Herndon, VA (Page 1 of 4 Pages) DVPIDNo(s) Tax Map Number:

64 Right of Way Agreement 2. The easement granted herein shall extend across the lands of the GRANTOR situated in the Catoctin District, Loudoun County, Virginia, as more fully described on Plat(s) Numbered , attached to and made a part of this Right of Way Agreement; the location of the boundaries of said easement being shown in broken lines on the said Plat(s), reference being made thereto for a more particular description thereof. 3. All facilities constructed hereunder shall remain the property of the GRANTEE. GRANTEE shall have the right to inspect, reconstruct, remove, repair, improve, relocate on the easement, and make such changes, alterations, substitutions, additions to or extensions of its facilities as GRANTEE may from time to time deem advisable. 4. GRANTEE shall have the right to keep the easement clear of all buildings, structures, trees, roots, undergrowth and other obstructions which would interfere with its exercise of the rights granted hereunder, including, without limitation, the right to trim, top, retop, cut and keep clear any trees or brush inside and outside the boundaries of the easement that may endanger the safe and proper operation of its facilities. All trees and limbs cut by the GRANTEE shall remain the property of the GRANTOR. 5. For the purposes of exercising the right granted herein, GRANTEE shall have the right of ingress to and egress from this easement over such private roads as may now or hereafter exist on the property of GRANTOR. The right, however, is reserved to GRANTOR to shift, relocate, close or abandon such private roads at any time. If there are no public or private roads reasonably convenient to the easement, GRANTEE shall have such right of ingress and egress over the lands of the GRANTOR adjacent to the easement. GRANTEE shall exercise such rights in such manner as shall occasion the least practicable damage and inconvenience to GRANTOR. 6. GRANTEE shall repair damage to roads, fences, or other improvements (a) inside the boundaries of the easement (subject, however, to GRANTEE s rights set forth in Paragraph 4 of this Right of Way Agreement) and (b) outside the boundaries of the easement and shall repair or pay GRANTOR, at GRANTEE s option, for other damage done to GRANTOR s property inside the easement (subject, however, to GRANTEE s rights set forth in Paragraph 4 of this Right of Way Agreement) and outside the boundaries of the easement caused by GRANTEE in the process of the construction, inspection, and maintenance of GRANTEE s facilities, or in the exercise of its right of ingress and egress; provided GRANTOR gives written notice thereof to GRANTEE within sixty (60) days after such damage occurs. Initials: (Page 2 of 4 Pages) DVPIDNo(s)

65 Right of Way Agreement 7. GRANTOR, its successors and assigns, may use the easement for any reasonable purpose not inconsistent with the rights granted, provided such use does not interfere with GRANTEE s exercise of any of its rights hereunder. GRANTOR shall not have the right to construct any building, structure, or other above ground obstruction on the easement; provided, however, GRANTOR may construct on the easement fences, landscaping (subject, however, to GRANTEE s rights in Paragraph 4 of the Right of Way Agreement), paving, sidewalks, curbing, gutters, street signs, and below ground obstructions as long as said fences, landscaping, paving, sidewalks, curbing, gutters, street signs, and below ground obstructions do not interfere with GRANTEE s exercise of any of its rights granted hereunder. In the event such use does interfere with GRANTEE s exercise of any of its rights granted hereunder, GRANTEE may, in its reasonable discretion relocate such facilities as may be practicable to a new site designated by GRANTOR and acceptable to GRANTEE. In the event any such facilities are so relocated, GRANTOR shall reimburse GRANTEE for the cost thereof and convey to GRANTEE an equivalent easement at the new site. 8. GRANTEE s right to assign or transfer its rights, privileges and easement shall be strictly limited to the assignment or transfer of such rights, privileges and easements to any business which lawfully assumes any or all of GRANTEE s obligations as a public service company or such other obligations as may be related to or incidental to GRANTEE s stated business purpose as a public service company; and any such business to which such rights, privileges and easements may be assigned shall be bound by all of the terms, conditions and restrictions set forth herein. 9. If there is an Exhibit A attached hereto, then the easement granted hereby shall additionally be subject to all the terms and conditions contained herein provided said Exhibit A is executed by GRANTOR contemporaneously herewith and is recorded with and as a part of this Right of Way Agreement. 10. Whenever the context of this Right of Way Agreement so requires, the singular shall mean the plural and the plural the singular. Initials: (Page 3 of 4 Pages) DVPIDNo(s)

66 Right of Way Agreement 11. GRANTOR covenants that it is seised of and has the right to convey this easement and the rights and privileges granted hereunder; that GRANTEE shall have quiet and peaceable possession, use, and enjoyment of the aforesaid easement, rights and privileges; and that GRANTOR shall execute such further assurances thereof as may be reasonably required. NOTICE TO LANDOWNER: You are conveying rights to a public service corporation. A public service corporation may have the right to obtain some or all of these rights through exercise of eminent domain. To the extent that any of the rights being conveyed are not subject to eminent domain, you have the right to choose not to convey those rights and you could not be compelled to do so. You have the right to negotiate compensation for any rights that you are voluntarily conveying. WITNESS the following signatures and seals: APPROVED AS TO FORM: Name: Title: THE BOARD OF SUPERVISORS OF LOUDOUN COUNTY, VIRGINIA, a body corporate and politic By: Name: Title: State of City/ County of The foregoing instrument was acknowledged before me this day of, by, (Name of Signatory) on behalf of (Title of Signatory) THE BOARD OF SUPERVISORS OF LOUDOUN COUNTY, VIRGINIA, a body corporate and politic. Notary Public (Print Name) Virginia Notary Reg. No. Notary Public (Signature) My Commission Expires: (Page 4 of 4 Pages) DVPIDNo(s)

67 Date of Meeting: April 3, 2018 e. SECONDARY ROAD ADDITION: Elklick Preserve ELECTION DISTRICT: STAFF CONTACTS: Dulles Dustin Canterbury, Building and Development Michael Seigfried, Director, Building and Development BACKGROUND: Streets being added to the State Secondary System for maintenance are a routine matter unless some unusual problems arise. In this case, Kent Thicket Court and Linton Pasture Place, are ready to be added in a routine manner. DRAFT MOTION: I move that the Board of Supervisors adopt the resolution provided as Attachment 1 to the April 3, 2018, Board of Supervisors Business Meeting Administrative Items Report 2d. ATTACHMENT: 1. Draft resolution, VDOT form AM 4.3, Sketch of streets to be accepted

68 The Board of Supervisors of Loudoun County, in a regular meeting on the 3 rd of April, 2018, adopted the following: RESOLUTION WHEREAS, the streets described in the attached Additions Form AM-4.3 for Elklick Preserve, and fully incorporated herein by reference are shown on plats recorded in the Clerk's Office of the Circuit Court of Loudoun County, and WHEREAS, the Resident Engineer for the Virginia Department of Transportation has advised this Board the street meets the requirements established by the Subdivision Street Requirements of the Virginia Department of Transportation, and WHEREAS, the County and the Virginia Department of Transportation have entered into an agreement on May 19, 1993, and was recorded in Deed Book 1233 page 804 for comprehensive storm water detention which applies to this request for addition, and NOW, THEREFORE, BE IT RESOLVED, this Board requests the Virginia Department of Transportation add the street(s) described in the attached Additions Form AM-4.3 to the secondary system of state highways, pursuant to section of the Code of Virginia, and the Department's Subdivision Street Requirements, and BE IT FURTHER RESOLVED, this Board guarantees a clear and unrestricted right-ofway, as described, and any necessary easements for cuts, fills and drainage, and BE IT FURTHER RESOLVED that a certified copy of this resolution be forwarded to the Resident Engineer for the Virginia Department of Transportation. Recorded Vote A Copy Teste: Moved By: Second By: (NAME) (TITLE) Yeas: Nays:

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71 f. SECONDARY ROAD ADDITION: Elysian Heights, Phase 2 Date of Meeting: April 3, 2018 ELECTION DISTRICT: STAFF CONTACTS: Catoctin Dustin Canterbury, Building and Development Michael Seigfried, Director, Building and Development BACKGROUND: Streets being added to the State Secondary System for maintenance are a routine matter unless some unusual problems arise. In this case, Peters Court, Little Angel Court, Rocks Way, Eagles Rest Drive, Arcadian Drive, and Heavenly Circle, are ready to be added in a routine manner. DRAFT MOTION: I move that the Board of Supervisors adopt the resolution provided as Attachment 1 to the April 3, 2018, Board of Supervisors Business Meeting Administrative Items Report 2d. ATTACHMENT: 1. Draft resolution, VDOT form AM 4.3, Sketch of streets to be accepted

72 The Board of Supervisors of Loudoun County, in a regular meeting on the 3 rd of April, 2018, adopted the following: RESOLUTION WHEREAS, the streets described in the attached Additions Form AM-4.3 for Elysian Heights, Phase 2, and fully incorporated herein by reference are shown on plats recorded in the Clerk's Office of the Circuit Court of Loudoun County, and WHEREAS, the Resident Engineer for the Virginia Department of Transportation has advised this Board the street meets the requirements established by the Subdivision Street Requirements of the Virginia Department of Transportation, and WHEREAS, the County and the Virginia Department of Transportation have entered into an agreement on May 19, 1993, and was recorded in Deed Book 1233 page 804 for comprehensive storm water detention which applies to this request for addition, and NOW, THEREFORE, BE IT RESOLVED, this Board requests the Virginia Department of Transportation add the street(s) described in the attached Additions Form AM-4.3 to the secondary system of state highways, pursuant to section of the Code of Virginia, and the Department's Subdivision Street Requirements, and BE IT FURTHER RESOLVED, this Board guarantees a clear and unrestricted right-ofway, as described, and any necessary easements for cuts, fills and drainage, and BE IT FURTHER RESOLVED that a certified copy of this resolution be forwarded to the Resident Engineer for the Virginia Department of Transportation. Recorded Vote A Copy Teste: Moved By: Second By: (NAME) (TITLE) Yeas: Nays:

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77 Date of Meeting: April 3, 2018 g. SECONDARY ROAD ADDITION: The Grant at Willowsford, Everfield Drive, Phase 3 South ELECTION DISTRICT: STAFF CONTACTS: Blue Ridge Dustin Canterbury, Building and Development Michael Seigfried, Director, Building and Development BACKGROUND: Streets being added to the State Secondary System for maintenance are a routine matter unless some unusual problems arise. In this case, a portion of Everfield Drive, is ready to be added in a routine manner. DRAFT MOTION: I move that the Board of Supervisors adopt the resolution provided as Attachment 1 to the April 3, 2018, Board of Supervisors Business Meeting Administrative Items Report 2d. ATTACHMENT: 1. Draft resolution, VDOT form AM 4.3, Sketch of streets to be accepted

78 The Board of Supervisors of Loudoun County, in a regular meeting on the 3 rd of April, 2018, adopted the following: RESOLUTION WHEREAS, the streets described in the attached Additions Form AM-4.3 for The Grant at Willowsford, Everfield Drive, Phase 3 South, and fully incorporated herein by reference, are shown on plats recorded in the Clerk's Office of the Circuit Court of Loudoun County; and WHEREAS, the Resident Engineer for the Virginia Department of Transportation has advised this Board that each described street meets the requirements established by the Subdivision Street Requirements of the Virginia Department of Transportation; and WHEREAS, the County and the Virginia Department of Transportation entered into an agreement on May 19, 1993, recorded in Deed Book 1233 Page 804, for comprehensive storm water detention, which applies to this request for addition, NOW, THEREFORE, BE IT RESOLVED, that this Board requests the Virginia Department of Transportation add the street(s) described in the attached Additions Form AM-4.3 to the secondary system of state highways, pursuant to section of the Code of Virginia, and the Department's Subdivision Street Requirements; and BE IT FURTHER RESOLVED, that this Board guarantees a clear and unrestricted right-of-way, as described, and any necessary easements for cuts, fills and drainage; and BE IT FURTHER RESOLVED, that a certified copy of this resolution be forwarded to the Resident Engineer for the Virginia Department of Transportation. Recorded Vote A Copy Teste: Moved By: Second By: (NAME) (TITLE) Yeas: Nays:

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82 Date of Meeting: April 3, 2018 h. APPROVAL OF ALEXIA CARAMBOT, WILLIAM J. FULTON, AND AARON SCOTT BARTLEY AS DESIGNATED PLAN EXAMINERS ELECTION DISTRICT: STAFF CONTACT: None Laura Edmonds, Engineering Operations Specialist, Department of Building and Development, Engineering Division Michael Seigfried, Director, Department of Building and Development BACKGROUND: The Loudoun County Land Subdivision and Development Ordinance (LSDO), Section , establishes an Advisory Plans Examiner Board (APEB), which shall make recommendations to the Board of Supervisors on the general operations of the Designated Plans Examiner (DPE) and Plans Reviewer Specialist (PRS) Program. This program, as stated in LSDO Section , establishes a separate processing procedure for the review of certain land development plans. Its purpose is to expedite the County's review of staff approved plans. Persons who meet the qualifications set forth in LSDO Section (2) for DPE and Section (3) for PRS are eligible to submit plans for expedited review only upon their designation (DPE or PRS), following their recommendation to be so designated by the APEB. Said DPE or PRS status remains in effect as long as participants attend continuing education courses and are consistent in preparing and submitting plans which meet all applicable ordinances and regulations. DRAFT MOTION: I move that the Board of Supervisors approve Alexia Carambot, William J. Fulton, and Aaron Scott Bartley as Designated Plan Examiners. ATTACHMENT: 1. Letter dated February 22, 2018 from Blake A. Smith, Chairman of the Loudoun County Advisory Plans Examiner Board.

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