County of Loudoun. Department of Planning MEMORANDUM

County of Loudoun Department of Planning MEMORANDUM DATE: September 3, 2013 TO: FROM: Marchant Schneider, Project Manager Land Use Review Marie Genovese, AICP, Planner III, Community Planning SUBJECT: ZCPA 2013-0002, Dulles 28 Centre EXECUTIVE SUMMARY The applicant, Dulles 28 Associates, LLLP; Dulles 28 Centre Retail Group, LLC; and Dulles 28 Hotel One, LLC have submitted a Zoning Concept Plan Amendment (ZCPA) to amend the proffers and Concept Development Plan approved with ZCPA 2007-0003, Dulles 28 Centre. The applicant seeks to modify the timing of the construction and height of office buildings in Land Bays A and B west of Pacific Boulevard; amend the timing of the reconstruction of the existing stormwater management pond as well as the installation of adjacent amenities; amend the timing of the proposed crosswalk across Pacific Boulevard; and clarify the reforestation of the Tree Conservation Area. The subject property is located in the Ashburn Community of the Suburban Policy Area and designated for Route 28 Core and Route 28 Business uses. A portion of the subject property is also located within the Route 28 Mixed Use Office Center Development Envelope area. As proposed the amendments are not consistent with Plan policies as they remove restrictions requiring office or hotel uses to be located within Land Bay A, adjacent to Waxpool Road prior to locating elsewhere on site. Staff could be supportive of the application if the applicant commits to office uses within Land Bay A south of the Pacific Boulevard/Columbia Place intersection consistent with the vision for the Route 28 and Waxpool Road Corridors. Additional amendments should also be made to the proffers to reflect the change to Land Bay A. Staff cannot support the application until the applicant addresses the inconsistencies with Plan policies cited in this referral. Attachment 1a A-1

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 2 BACKGROUND The subject property is a portion of Dulles 28 Centre located west of Route 28, north of Waxpool Road (Route 625) and south of the W&OD Trail (see Vicinity Map). It is located within the Route 28 Highway Improvement Transportation District (HITD) and surrounded by destination retail uses within Dulles 28 Centre and the 1757 Golf Club to the west. The portion of the property west of Pacific Boulevard is vacant while the portion of the property east of Pacific Boulevard contains the Marriott hotel. In 1987, Dulles 28 Centre was rezoned (ZMAP 1986-0001) to PD-CH (Planned Development- Commercial Highway) to facilitate the development of an auto-park and related services. Subsequently in 1989, additional parcels were rezoned (ZMAP 1988-0014) to PD-CH and added to the Dulles 28 Centre concept development plan and proffers. Concurrently in 1989, ZMAP 1989-0021 amended the concept plan and proffers to allow a specified amount of retail and commercial uses, in addition to the autorelated uses. ZMAP 1989-0021 established three land bays (North Commercial, South Commercial and Auto), which set forth the permitted land uses and square footages (see map below). In 1997 and 1999, ZCPA 1997-0002 and ZCPA 1998-0007 amended the concept plan and proffers to permit a reallocation of the approved mix of uses. More specifically, 453,000 square feet of retail and commercial uses permitted in the North Commercial land bay were permitted to develop west of Pacific Boulevard and auto dealers and auto related uses were permitted to develop east of Pacific Boulevard, north of Commercial Drive. ZCPA 2007-0003 amended the Concept Plan and proffers again in 2009 to allow for the option to develop additional hotel and office square footage west of Pacific Boulevard and additional hotel square footage east of Pacific Boulevard without increasing the total permitted square footage. The A-2

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 3 proposed application seeks to amend the approved proffers to reduce the required minimum height for office buildings on a portion of the subject property; to eliminate the timing of office and hotel uses on a portion of the property; amend the timing of the renovation of the existing stormwater management facility as well as the installation of the adjacent amenities; amend the timing of the proposed crosswalk across Pacific Boulevard at its intersection with Columbia Place; and to clarify the reforestation of the Tree Conservation Area. ZMAP 1989-0021, Dulles 28 Centre A review of County s GIS records and submission materials indicates river and stream corridor resources, drainageways, steep slopes, wetlands, and tree cover are located on the subject site. The property is also located within the Ldn 60 1-mile buffer noise contour for Dulles Airport. COMPLIANCE WITH THE COMPREHENSIVE PLAN The subject site is governed by the policies of the Revised General Plan including among other sections, the Route 28 Corridor Plan (adopted March 15, 2011) and the 2010 Countywide Transportation Plan (CTP). The policies of the Loudoun County Bicycle and Pedestrian Mobility Master Plan (Bike/Ped Plan) and the Countywide Retail A-3

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 4 Plan (Retail Plan) also apply. The property is located within the Ashburn Community of the Suburban Policy Area and the Route 28 Highway Improvement Transportation District (Revised General Plan, Chapter 6, Suburban Community Boundaries Map). The property is designated as appropriate for Route 28 Core and Route 28 Business uses with a portion of the property within the Mixed-Use Office Center Development Envelope Overlay (Revised General Plan, Chapter 6, Route 28 Corridor Plan Planned Land Use Map). The application has been reviewed under the Revised General Plan Suburban Policies of Chapter 6 and the Route 28 Business Area Policies of the Route 28 Corridor Plan (adopted March 15, 2011), the Business Land Use and Corridor Development policies of Chapter 4, the Green Infrastructure policies of Chapter 5, and the Proffer Guidelines of Chapter 11. LAND USE ANALYSIS The County envisions the Route 28 and Waxpool Road (Route 625) Corridors as major economic and employment corridors within the County containing significant office development (Revised General Plan, Chapter 4, Business Land use and Corridor Development, Route 28 and Route 625 Text & Chapter 6, Route 28 Corridor Plan, Land Use Text). The portion of the subject site east of Pacific Boulevard is designated as Route 28 Core within the Route 28 Mixed-Use Office Center Development Envelope (Revised General Plan, Chapter 7, Planned Land Use Map). Areas designated as appropriate for Route 28 Core uses are planned for high-quality, high intensity office developments taking advantage of the economic opportunities associated with Route 28 frontage (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Core Policies, Text). ZCPA 2007-0003 relocated 20,000 square feet of uses west of Pacific Boulevard to the South Commercial Land Bay to permit additional square footage for the Marriott Residence Inn. A portion of Commercial Drive was vacated adding additional land area to the South Commercial Land Bay. The applicant seeks to amend the Concept Development Plan (CDP) to permit the vacated right-of-way to be part of either the southern or northern land bay for the purpose of including auto dealerships and/or auto related uses for this area. While auto dealerships are currently located within the North Commercial Land Bay, these uses are not consistent with the County s vision for high-quality, high-intensity office developments along the Route 28 Corridor. Analysis Staff does not support amending the CDP to allow the vacated right-of-way for Commercial Drive to be included in the North Commercial Land Bay. Additional auto dealerships and auto-related service uses do not promote the employment corridor envisioned for Route 28. The portion of the property west of Pacific Boulevard is designated as appropriate for Route 28 Business uses (Revised General Plan, Chapter 7, Planned Land Use Map). Areas designated as Route 28 Business are intended to develop with low to mid-density Office and Flex uses (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route A-4

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 5 28 Business Policies, Text). While typical buildings within the Route 28 Business area shall contain two or more stories, the County encourages higher intensities, generally four or more story buildings, adjacent to major roadways such as Waxpool Road (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Business Policies, Policy 4). The current proffers permit up to 453,000 square feet of uses west of Pacific Boulevard, the entire 453,000 square feet permitted as office uses. The proffers also permit up to 388,000 square feet of commercial retail and service uses west of Pacific Boulevard leaving 65,000 square feet to develop as office uses (see below). Proffer 2B Anchor, Junior Department Stores Inline Retail, Restaurants, Services and Specialty Stores Pad Sites: Restaurants, Banks, Gas Stations, Etc. Offices Hotel Theatres Total 1 170,000 square feet 150,000 square feet 48,000 square feet 453,000 square feet 225,000 square feet 40,000 square feet Not to exceed 453,000 square feet 1 In order to provide for a minimum of 65,000 square feet of office use, the total non-office uses shall not exceed 388,000 square feet. In an effort to ensure the Waxpool Road corridor developed with office uses, the proffers were written to require a four-story office or a hotel within Land Bay A prior to office and hotel uses being located elsewhere on the property. This proffer does not limit the applicant from developing any of the other permitted uses within Land Bay B prior to an office or hotel uses being located within Land Bay A. The applicant seeks to remove this proffer (proffer 3C) in its entirety. To be consistent with the County s vision for the Waxpool Road Corridor as an economic and employment corridor, a commitment to office development within Land Bay A should be retained. Analysis Staff has no issue with developing hotel and office uses within Land Bay B prior to development within Land Bay A; however, a commitment to the development of office uses within Land Bay A should be retained. This can be achieved by including a commitment within the proffers or labeling Land Bay A on the Concept Development Plan as an office land bay. The applicant also seeks to amend the proffers regarding the height of office buildings west of Pacific Boulevard (Proffer 3B). The applicant proposes limiting the minimum four story height restriction to office buildings within Land Bay A south of the Pacific Boulevard/Columbia Place intersection. Staff has no issue with this amendment provided a commitment to office buildings within Land Bay A is retained. As currently proposed there is no guarantee that office uses will develop within Land Bay A. Furthermore, the proposed proffers do not contain any triggers or phasing of office A-5

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 6 development. Analysis Staff recommends the applicant designate Land Bay A south of the Pacific Boulevard/Columbia Place intersection for office uses. Staff notes as currently shown on the Concept Development Plan (Sheet 4) office and hotel uses are not listed as a permitted use within Land Bay B. Parks/Open Spaces and Public/Civic Uses The Plan calls for Route 28 Business areas to include a combination of parks and open spaces and public and civic uses consisting of a minimum of 15% of the land area of the site. All such uses shall be meaningful and appropriate to the scale, setting and location of the development and shall conform to the design standards contained in the Plan (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Business Area Policies, Policy 6). The approved proffers call for the renovation of the existing stormwater management facility in Land Bay A to provide a wet pond or an enhanced extended detention facility (Proffer 4A). The proffers also call for the installation of a pavilion or similar structure adjacent to the renovated stormwater management facility to act as a focal point, with pedestrian connections from office or hotel uses within Land Bay A (Proffer 6). The proffers require the installation of the pavilion or similar structure prior to the issuance of an occupancy permit for either an office or hotel use on the property west of Pacific Boulevard (Proffer 6). The applicant seeks to amend Proffer 6 to require the pavilion or similar structure prior to occupancy permit for either an office or hotel use within Land Bay A. The applicant states in their Statement of Justification, the proffer amendment provides clarification so as the pavilion or similar structure is integrated into the renovated stormwater management facility (See further discussion regarding proposed amendments to the stormwater management proffer below). Staff has no issue with providing the pavilion or similar structure as well as the pedestrian connections in conjunction with the renovated stormwater management facility; however, as currently proposed Staff has no assurance that office or hotel uses will be developed within Land Bay A. Therefore, there is no assurance that the proffer as currently proposed will ever be triggered. Staff recommends committing to office uses within Land Bay A south of the Pacific Boulevard/Columbia Place intersection. Analysis Staff recommends amend Proffer 6 to state the pavilion or similar structure and pedestrian connections will be provided with any development within Land Bay A. COMPATIBILITY Pedestrian and Bicycle Circulation The proffers call for a 10-foot wide asphalt trail along the west side of Pacific Boulevard consistent with the Bike/Ped Plan and 2010 CTP (Proffer 7A). The proffers further state the trail will be constructed prior to the issuance of the first occupancy permit for any A-6

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 7 office or hotel developed in Land Bay A. As currently proposed there is no assurance that office or hotel uses will develop within Land Bay A. Staff notes a connection to the W&OD Trail north of the subject site is a critical bicycle and pedestrian linkage. The construction of the 10-foot wide shared use trail should be consistent with any development on the subject property rather than office or hotel uses within Land Bay A. Analysis Staff recommends amending Proffer 7A to call for the construction of the 10-foot wide asphalt trail on the west side of Pacific Boulevard prior to the issuance of the first occupancy permit within Land Bays A or B. The proffers call for the construction of a crosswalk across Pacific Boulevard at its intersection with Columbia Place, if approved by VDOT (Proffer 7C). The trigger for this proffer is prior to the first occupancy permit for either an office or hotel uses on the Property west of Pacific Boulevard (Proffer 7C). The applicant seeks to amend the proffer to call for the construction of the crosswalk prior to the first occupancy permit for either an office or hotel use within Land Bay A. The Statement of Justification provides the intersection occurs at the middle of Land Bay A and until such time as Land Bay A is developed, there is no pedestrian system on the west side of this intersection and thus no reason for people to cross the street at this location. A crosswalk and pedestrian signalization at Columbia Place is a critical pedestrian component to provide access from development west of Pacific Boulevard to those uses east of Pacific Boulevard and should be provided with any development, rather than limiting the connection to office or hotel development within Land Bay A. Analysis Staff recommends amending Proffer 7C to state if approved by VDOT, a crosswalk will be constructed across Pacific Boulevard at its intersection with Columbia Place and pedestrian signalization provided prior to the issuance of the first occupancy permit within Land Bays A or B. EXISTING CONDITIONS The Revised General Plan defines the County s Green Infrastructure as a collection of natural, cultural, heritage, environmental, protected, passive, and active resources that will be integrated in a related system (Revised General Plan, Chapter 5, Green Infrastructure Policy 1). Examples of green infrastructure components includes stream and river corridors, wetlands, forested areas, tree stands, steep slopes, greenways, trails, historic and archeological sites and other open spaces. Green infrastructure is the framework and unifying element that determines where and how development will occur within Loudoun County (Revised General Plan, Chapter 5, text). The subject property includes river and stream corridor resources, steep slopes and forest cover. The Broad Run is located west of the subject site. Broad Run, adjoining floodplains, and adjacent steep slopes (slopes 25% or greater) within 50 feet of streams and floodplains, extending no farther than 100 feet beyond the originating stream or A-7

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 8 floodplain; along with the 50-foot management buffer surrounding the adjacent steep slopes, as called for in the Revised General Plan together constitute the river and stream corridor resource (Revised General Plan, Chapter 5, River and Stream Corridor Resources Policies, Policy 2). The Plan s intent for the 50-foot management buffer is to serve as protection for the river and stream corridor elements from upland disturbances and adjacent development (Revised General Plan, Chapter 5, River and Stream Corridor Resources Policies, Policy 4). However, the 50-foot management buffer can be reduced if it can be shown that a reduction does not adversely impact the stream corridor elements, and that performance standards and criteria are met and maintained (Revised General Plan, Chapter 5, River and Stream Corridor Resources Policies, Policy 5). During the review of ZCPA 2007-0003, the applicant proffered to several measures to offset encroachment into the 50-foot management buffer such as, renovating the existing stormwater management facility (Proffer 4A), low impact development measures (Proffer 4C), and reforestation (Proffers 4B and 10). Proffer 4A provides the applicant will renovate the existing stormwater management facility in Land Bay A to provide a wet pond or an enhanced extended detention facility with sediment forebays prior to issuance of an occupancy permit for either an office or hotel uses west of Pacific Boulevard. The applicant seeks to amend this proffer to provide renovation of the existing stormwater management facility prior to the issuance of an occupancy permit for either an office or hotel uses within Land Bay A. As there is no assurance that office or hotel uses will be developed within Land Bay A and due to the fact that impervious cover will affect runoff regardless of the proposed use, Staff recommends committing to the renovation of the stormwater management facility concurrent with any development within Land Bay A. Furthermore, Staff recommends the renovation of the stormwater management facility occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time as the Facilities Standards Manual is applicable at that time, rather than occupancy permit. Analysis Staff recommends amending Proffer 4A to state the renovation of the stormwater management facility will occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time for any development within Land Bay A. As the site will be graded, Staff recommends removing the reference to areas that drain naturally to the pond and instead depict the development area on the Concept Development Plan which will trigger the pond renovation. Low impact development measures are triggered with a site plan for either a hotel or office use in Land Bay A (Proffer 4C). With the proposed amendments to the proffers there is no assurance that office or hotel uses will be developed within Land Bay A. A-8

ZCPA 2013-0002, Dulles 28 Centre Community Planning Referral September 3, 2013 Page 9 Analysis Staff recommends amending Proffer 4C to state the applicant will work with the County to implement at least one Low Impact Development (LID) measure in connection with any site plan for development within Land Bay A. Proffer 4B provides, in conjunction with the stormwater management renovations, the applicant will provide additional vegetation around the perimeter of the stormwater management facility. Proffer 10 references the Tree Conservation and Reforestation Area. The Tree Conservation and Reforestation Area is located in an area of Steep Slopes (slopes with a grade of more than 25 percent and/or with the soil Slope Class E) and Moderately Steep Slopes (slopes with grades from 15 to 25 percent and/or with the soil Slope Class of D) and calls for the protection of the existing vegetation as well as additional plantings within this designated area. The applicant seeks to amend Proffer 10 to clarify the additional plantings will be located within the Tree Conservation and Reforestation Area. Staff notes information such as, the type of plantings; the submission, review, and approval of a planting plan; timing for implementation; and success criteria have not been specified in Proffer 4B and Proffer 10. Analysis Staff recommends updating Proffer 4B to include the type, size, and number of plantings; the submission, review, and approval of a planting plan with the first construction plan and profile or site plan; timing for implementation (concurrent with development and prior to occupancy); and success criteria. Staff recommends updating Proffer 10 to include the type of plantings; the submission, review, and approval of a planting plan with the first construction plan and profile or site plan; timing for implementation (concurrent with development and prior to occupancy); and success criteria. RECOMMENDATIONS Community Planning Staff does not support the Zoning Concept Plan Amendment as proposed. The application should be amended removing auto dealers and auto-related services from the list of uses to be located on the vacated right-of-way of Commercial Drive. The application should be further amended to designate the area of Land Bay A south of the Pacific Boulevard/Columbia Place intersection for office uses consistent with the vision for the Route 28 and Waxpool Road Corridors. Additional amendments to the proffers, as discussed above should be implemented to coincide with the change in use designation for Land Bay A. Staff is available to meet with the applicant to discuss these issues. cc: Julie Pastor, AICP, Director, Planning Cynthia Keegan, AICP, Program Manager, Community Planning via e-mail A-9

County of Loudoun Department of Planning MEMORANDUM DATE: May 27, 2014 TO: FROM: Marchant Schneider, Project Manager Land Use Review Marie Genovese, AICP, Planner III, Community Planning SUBJECT: ZCPA 2013-0002, Dulles 28 Centre Second Referral EXECUTIVE SUMMARY The applicant has responded to Community Planning s first referral comments dated September 3, 2013. Most of the issues outlined in the first referral remain outstanding. As currently proposed, there is no assurance the portion of the property west of Pacific Boulevard will develop consistent with the County s vision for the Waxpool Road Corridor. The applicant proposes to remove restrictions calling for office development to be located closest to Waxpool Road before it develops elsewhere on the subject property. With the removal of this commitment it is more likely retail uses will develop along the corridor. A commitment to office uses within Land Bay A2 would achieve the original commitment provided in the approved proffers. Additional amendments should also be made to the proffers to reflect the change to Land Bay A. The subject property is a portion of Dulles 28 Centre located west of Route 28, north of Waxpool Road (Route 625) and south of the W&OD Trail (see Vicinity Map). It is located within the Route 28 Highway Improvement Transportation District (HITD) and surrounded by destination retail uses within Dulles 28 Centre and the 1757 Golf Club to the west. The portion of the property west of Pacific Boulevard is vacant while the portion of the property east of Pacific Boulevard contains the Marriott hotel. The property is designated for Route 28 Core and Route 28 Business uses. A portion of the subject property is also located within the Route 28 Mixed Use Office Center Development Envelope area. A-10

ZCPA 2013-0002, Dulles 28 Centre Community Planning Second Referral May 27, 2014 Page 2 In 1987, Dulles 28 Centre was rezoned (ZMAP 1986-0001) to PD- CH (Planned Development- Commercial Highway) to facilitate the development of an auto-park and related services. Subsequently in 1989, additional parcels were rezoned (ZMAP 1988-0014) to PD- CH and added to the Dulles 28 Centre concept development plan and proffers. Concurrently in 1989, ZMAP 1989-0021 amended the concept plan and proffers to allow a specified amount of retail and commercial uses, in addition to the auto-related uses. ZMAP 1989-0021 established three land bays (North Commercial, South Commercial and Auto), which set forth the permitted land uses and square footages (see map below). In 1997 and 1999, ZCPA 1997-0002 and ZCPA 1998-0007 amended the concept plan and proffers to permit a reallocation of the approved mix of uses. More specifically, 453,000 square feet of retail and commercial uses permitted in the North Commercial land bay were permitted to develop west of Pacific Boulevard and auto dealers and auto related uses were permitted to develop east of Pacific Boulevard, north of Commercial Drive. ZCPA 2007-0003 amended the Concept Plan and proffers again in 2009 to allow for the option to develop additional hotel and office square footage west of Pacific Boulevard and additional hotel square footage east of Pacific Boulevard without increasing the total permitted square footage. The proposed application seeks to amend the approved proffers to reduce the required minimum height for office buildings on a portion of the subject property; to eliminate the timing of office and hotel uses on a portion of the property; amend the timing of the renovation of the existing stormwater management facility as well as the installation of the adjacent amenities; and to clarify the reforestation of the Tree Conservation Area. The applicant also seeks to designate a portion of the property east of Pacific Boulevard associated with the vacated portion of Commercial Drive as either within the southern or northern land bay for the purpose of including auto dealerships and/or auto related uses for this area. A-11

ZCPA 2013-0002, Dulles 28 Centre Community Planning Second Referral May 27, 2014 Page 3 ZMAP 1989-0021, Dulles 28 Centre OUTSTANDING ISSUES The County envisions the Route 28 and Waxpool Road (Route 625) Corridors as major economic and employment corridors within the County containing significant office development (Revised General Plan, Chapter 4, Business Land use and Corridor Development, Route 28 and Route 625 Text & Chapter 6, Route 28 Corridor Plan, Land Use Text). The portion of the subject site east of Pacific Boulevard is designated as Route 28 Core within the Route 28 Mixed-Use Office Center Development Envelope (Revised General Plan, Chapter 7, Planned Land Use Map). Areas designated as appropriate for Route 28 Core uses are planned for high-quality, high-intensity office developments taking advantage of the economic opportunities associated with Route 28 frontage (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Core Policies, Text). ZCPA 2007-0003 relocated 20,000 square feet of uses west of Pacific Boulevard to the South Commercial Land Bay to permit additional square footage for the Marriott Residence Inn. A portion of Commercial Drive was vacated adding additional land area to the South Commercial Land Bay. The applicant seeks to amend the Concept Development Plan (CDP) to permit the vacated right-of-way to be part of either the southern or northern land bay for the purpose of including auto dealerships and/or auto related uses for this area. While auto dealerships are currently located within the North Commercial Land Bay, these A-12

ZCPA 2013-0002, Dulles 28 Centre Community Planning Second Referral May 27, 2014 Page 4 uses are not consistent with the County s vision for high-quality, high-intensity office developments along the Route 28 Corridor. Staff does not support increasing the size of the North Commercial Land Bay. Analysis Staff does not support amending the CDP to allow the vacated right-of-way for Commercial Drive to be included in the North Commercial Land Bay. Additional auto dealerships and auto-related service uses do not promote the employment corridor envisioned for Route 28. Staff understands this is a narrow strip of land; however, the additional land area should remain part of the South Commercial Land Bay. The portion of the property west of Pacific Boulevard is designated as appropriate for Route 28 Business uses (Revised General Plan, Chapter 7, Planned Land Use Map). Areas designated as Route 28 Business are intended to develop with low to mid-density Office and Flex uses (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Business Policies, Text). While typical buildings within the Route 28 Business area shall contain two or more stories, the County encourages higher intensities, generally four or more story buildings, adjacent to major roadways such as Waxpool Road (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Business Policies, Policy 4). The current proffers permit a maximum of 453,000 square feet of uses west of Pacific Boulevard. The entire 453,000 square feet may consist of office uses or a mix of office and commercial retail and service uses. The proffers permit up to 388,000 square feet commercial retail and service uses west of Pacific Boulevard leaving a minimum of 65,000 square feet to develop as office uses (see below). Proffer 2B Anchor, Junior Department Stores Inline Retail, Restaurants, Services and Specialty Stores Pad Sites: Restaurants, Banks, Gas Stations, Etc. Offices Hotel Theatres Total 1 170,000 square feet 150,000 square feet 48,000 square feet 453,000 square feet 225,000 square feet 40,000 square feet Not to exceed 453,000 square feet 1 In order to provide for a minimum of 65,000 square feet of office use, the total non-office uses shall not exceed 388,000 square feet. In an effort to ensure the Waxpool Road corridor developed with office uses, the proffers were written to require a four-story office or a hotel within Land Bay A (currently proposed as Land Bays A1 and A2) prior to office and hotel uses being located elsewhere on the property. This proffer does not limit the applicant from developing any of the other permitted uses (commercial retail and service uses) elsewhere on the site prior to office or hotel uses being developed within Land Bay A (currently proposed as Land Bays A1 and A2). The applicant seeks to amend proffer 3C removing the requirement for the first office or hotel use to be located within Land Bays A1 and A2 to instead restrict hotel uses to A-13

ZCPA 2013-0002, Dulles 28 Centre Community Planning Second Referral May 27, 2014 Page 5 Land Bays A1 and A2. As currently proposed there is no assurance office uses will develop along the Waxpool Road corridor as the minimum 65,000 square feet of office uses may be developed elsewhere on the site. To be consistent with the County s vision for the Waxpool Road Corridor as an economic and employment corridor, a commitment to office development within Land Bay A2 should be retained. Analysis Staff has no issue with developing hotel and office uses within Land Bay B prior to development within Land Bays A1 and A2; however, the original commitment to the development of office uses within Land Bays A1 and A2 should be retained. This can be achieved by including a commitment within the proffers or labeling Land Bay A2 on the Concept Development Plan for office uses. Staff notes while Proffer 3C provides hotel uses will be restricted to Land Bays A1 and A2, a hotel use is not listed as a permitted use on the Concept Development Plan (Sheet 4). Furthermore, the CDP does not list office uses as a permitted use in Land Bays A1 or B. The proposed amendment to Proffer 3C, removing commitments to office uses within Land Bays A1 and A2 impacts triggers associated with other proffers. Further discussion of the effects of the proposed change is discussed below. Additionally, as the CDP has been amended to split Land Bay A into two separate land bays, Land Bay A1 and Land Bay A2 proffers should be amended referencing the two land bays as well. Parks/Open Spaces and Public/Civic Uses The Plan calls for Route 28 Business areas to include a combination of parks and open spaces and public and civic uses consisting of a minimum of 15% of the land area of the site. All such uses shall be meaningful and appropriate to the scale, setting and location of the development and shall conform to the design standards contained in the Plan (Revised General Plan, Chapter 6, Route 28 Corridor Plan, Route 28 Business Area Policies, Policy 6). The approved proffers call for the renovation of the existing stormwater management facility in Land Bay A (now Land Bays A1 and A2) prior to the issuance of an occupancy permit for either an office or hotel use west of Pacific Boulevard (Proffer 4A). The renovation of the pond includes the development of a wet pond or an enhanced extended detention facility (Proffer 4A). The proffers also call for the installation of a pavilion or similar structure adjacent to the renovated stormwater management facility to act as a focal point, with pedestrian connections from office or hotel uses (Proffer 6). Similar to the renovation of the pond, the proffers require the installation of the pavilion or similar structure prior to the issuance of an occupancy permit for either an office or hotel use on the property west of Pacific Boulevard (Proffer 6). The applicant seeks to amend Proffer 6 to require the pavilion or similar structure prior to occupancy permit for either an office or hotel use within Land Bays A1 and A2. Staff has no issue with providing the pavilion or similar structure as well as the pedestrian connections in conjunction with adjacent development; however, as currently proposed Staff has no assurance that office or hotel uses will be developed within Land Bays A1 and A2. As currently proposed, Staff is unsure if the proffer will ever be triggered. In the first referral, Staff recommended A-14

ZCPA 2013-0002, Dulles 28 Centre Community Planning Second Referral May 27, 2014 Page 6 providing the pavilion or similar structure and pedestrian connections with any development within Land Bay A (now Land Bays A1 and A2). The response to Staff s comments provides the proposed application does not seek to amend Proffer 6. If the applicant does not intend to revise Proffer 6, all references to Proffer 6 amendments should be removed from the submitted materials. Analysis Staff recommends either removing all revisions to Proffer 6, requiring the installation of the pavilion or similar structure and pedestrian connections with any office or hotel use west of Pacific Boulevard or revising Proffer 6 to state the pavilion or similar structure and pedestrian connections will be provided with any development within Land Bays A1 or A2. Pedestrian and Bicycle Circulation The proffers call for a 10-foot wide asphalt trail along the west side of Pacific Boulevard consistent with the Bike/Ped Plan and 2010 CTP (Proffer 7A). The proffers further state the trail will be constructed prior to the issuance of the first occupancy permit for any office or hotel developed in Land Bay A (now Land Bays A1 and A2). As stated previously, the applicant is seeking to revise Proffer 3C removing the requirement for the first office or hotel use to be located within Land Bays A1 and A2. The removal of the commitment to office uses from Proffer 3C also removes assurances that Proffer 7A will be triggered. A connection to the W&OD Trail north of the subject site is a critical bicycle and pedestrian linkage. To maintain the intent of the proffer, Proffer 7A should be amended to call for the construction of the 10-foot wide shared use trail with any development within Land Bays A1 and A2. Analysis Staff recommends amending Proffer 7A calling for the construction of the 10-foot wide asphalt trail on the west side of Pacific Boulevard prior to the issuance of the first occupancy permit within Land Bays A1 or A2. EXISTING CONDITIONS During the review of ZCPA 2007-0003, the applicant proffered to several measures to offset encroachment into the 50-foot river and stream corridor resource management buffer such as, renovating the existing stormwater management facility (Proffer 4A), low impact development measures (Proffer 4C), and reforestation (Proffers 4B and 10). Proffer 4A provides the applicant will renovate the existing stormwater management facility in Land Bay A (now Land Bays A1 and A2) to provide a wet pond or an enhanced extended detention facility with sediment forebays prior to issuance of an occupancy permit for either an office or hotel use west of Pacific Boulevard. The applicant seeks to amend this proffer to provide renovation of the existing stormwater management facility prior to the issuance of an occupancy permit for either an office or hotel use within Land Bays A1 and/or A2. As the applicant is seeking to remove the commitment to office uses within Land Bays A1 and A2, Staff is unsure if this proffer will ever be triggered. Impervious cover will affect runoff regardless of the proposed use; therefore, Staff A-15

ZCPA 2013-0002, Dulles 28 Centre Community Planning Second Referral May 27, 2014 Page 7 recommends committing to the renovation of the stormwater management facility concurrent with any development within Land Bays A1 or A2. Furthermore, Staff recommends the renovation of the stormwater management facility occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time as the Facilities Standards Manual is applicable at that time, rather than occupancy permit. Analysis Staff recommends Proffer 4A state the renovation of the stormwater management facility will occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time for any development within Land Bays A1 or A2. As the site will be graded, Staff recommends removing the reference to areas that drain naturally to the pond and instead depict the development area on the Concept Development Plan which will trigger the pond renovation. Low impact development measures are triggered with a site plan for either a hotel or office use in Land Bay A (Proffer 4C). With the proposed amendment to Proffer 3C there is no assurance that office or hotel uses will be developed within Land Bays A1 or A2. Analysis Staff recommends amending Proffer 4C to state the applicant will work with the County to implement at least one Low Impact Development (LID) measure in connection with any site plan for development within Land Bays A1 or A2. RECOMMENDATIONS Community Planning Staff does not support the Zoning Concept Plan Amendment as proposed. The application should be amended removing auto dealers and auto-related services from the list of uses to be located on the vacated right-of-way of Commercial Drive. The application should be further amended to commit to office uses within Land Bay A2 consistent with the vision for the Route 28 and Waxpool Road Corridors. Additional amendments to the proffers, as discussed above should be implemented to coincide with the change in use designation for Land Bays A1 and A2. cc: Julie Pastor, FAICP, Director, Planning Cynthia Keegan, AICP, Program Manager, Community Planning via e-mail A-16

From: Genovese, Marie A. Sent: Wednesday, February 04, 2015 3:48 PM To: schneider, marchant Cc: Keegan, Cynthia Subject: Dulles 28 Centre Marchant, I have looked over the latest submission materials for Dulles 28 Centre application (3 rd submission) and have concluded the following remain outstanding issues (taken from May 27, 2014 referral): Staff does not support amending the CDP to allow the vacated right-of-way for Commercial Drive to be included in the North Commercial Land Bay. Additional auto dealerships and auto-related service uses do not promote the employment corridor envisioned for Route 28. Staff understands this is a narrow strip of land; however, the additional land area should remain part of the South Commercial Land Bay. Staff has no issue with developing hotel and office uses within Land Bay B prior to development within Land Bays A1 and A2; however, the original commitment to the development of office uses within Land Bays A1 and A2 should be retained. This can be achieved by including a commitment within the proffers or labeling Land Bay A2 on the Concept Development Plan for office uses. The applicant proposed to amend the proffers eliminating the requirement to develop office or hotel uses adjacent to Waxpool prior to developing these uses elsewhere on the site. Since the application can develop office uses anywhere from 65,000 square feet up to the entire 453,000 square feet, Staff continues to request a commitment to office uses along the Waxpool corridor to ensure the original commitment is retained. Staff recommends Proffer 4A state the renovation of the stormwater management facility will occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time for any development within Land Bays A1 or A2. As the site will be graded, Staff recommends removing the reference to areas that drain naturally to the pond and instead depict the development area on the Concept Development Plan which will trigger the pond renovation. This issue will no longer be outstanding if the applicant retains the commitment to office uses within Land Bay A2. Thanks, Marie Marie Genovese, AICP Loudoun County Department of Planning and Zoning 1 Harrison Street, S.E., 3rd Floor P.O. Box 7000 A-17

Leesburg, VA 20177-7000 O: 703.737.8798 F: 703.777.0441 A-18

From: Genovese, Marie A. Sent: Friday, June 26, 2015 2:50 PM To: Harlow, Jacqueline Cc: schneider, marchant; Merrithew, John E. Subject: FW: Dulles 28 Centre Jackie, I have reviewed the latest submission for ZCPA 2013-0002 & ZMAP 2015-0005, Dulles 28 Centre and do not have an issue with the rezoning of the 1 acre parcel from the PD-IP district to the PD-CC-RC district to incorporate the parcel into the Dulles 28 Centre development. The three outstanding issues as outlined in my referrals dated September 3, 2013 and May 27, 2014 and in the February 4, 2015 e-mail to Marchant below remain. I am happy to sit down with you to go over these issues. Thanks, Marie Marie Genovese, AICP Loudoun County Department of Planning and Zoning 1 Harrison Street, S.E., 3rd Floor P.O. Box 7000 Leesburg, VA 20177-7000 O: 703.737.8798 F: 703.777.0441 From: Genovese, Marie A. Sent: Wednesday, February 04, 2015 3:48 PM To: schneider, marchant Cc: Keegan, Cynthia Subject: Dulles 28 Centre Marchant, I have looked over the latest submission materials for Dulles 28 Centre application (3 rd submission) and have concluded the following remain outstanding issues (taken from May 27, 2014 referral): Staff does not support amending the CDP to allow the vacated right-of-way for Commercial Drive to be included in the North Commercial Land Bay. Additional auto dealerships and auto-related service uses do not promote the employment corridor envisioned for Route 28. Staff understands this is a narrow strip of land; however, the additional land area should remain part of the South Commercial Land Bay. Staff has no issue with developing hotel and office uses within Land Bay B prior to development within Land Bays A1 and A2; however, the original commitment to the development of office uses within Land Bays A1 and A2 should be retained. This can be achieved by including a commitment within the proffers or A-19

labeling Land Bay A2 on the Concept Development Plan for office uses. The applicant proposed to amend the proffers eliminating the requirement to develop office or hotel uses adjacent to Waxpool prior to developing these uses elsewhere on the site. Since the application can develop office uses anywhere from 65,000 square feet up to the entire 453,000 square feet, Staff continues to request a commitment to office uses along the Waxpool corridor to ensure the original commitment is retained. Staff recommends Proffer 4A state the renovation of the stormwater management facility will occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time for any development within Land Bays A1 or A2. As the site will be graded, Staff recommends removing the reference to areas that drain naturally to the pond and instead depict the development area on the Concept Development Plan which will trigger the pond renovation. This issue will no longer be outstanding if the applicant retains the commitment to office uses within Land Bay A2. Thanks, Marie Marie Genovese, AICP Loudoun County Department of Planning and Zoning 1 Harrison Street, S.E., 3rd Floor P.O. Box 7000 Leesburg, VA 20177-7000 O: 703.737.8798 F: 703.777.0441 A-20

COUNTY OF LOUDOUN DEPARTMENT OF BUILDING AND DEVELOPMENT ZONING ADMINISTRATION REFERRAL DATE: August 17, 2013 TO: FROM: APPLICATION: Marchant Schneider, Project Manager Mark A. Depo, Planner, Zoning Administration ZCPA 2013-0002, Dulles 28 Centre TAX MAP/PARCEL: /80//18////25/ 043169304000 /80//18////34/ 043195918000 /80//18////15/ 043172630000 /80//18////10/ 043273683000 /80//18////14/ 043175778000 /80//18////12/ 043275728000 /80//18////13/ 043178099000 /80//18////11/ 043274656000 /80///////108/ 043193414000 /80//18/////9/ 043372508000 Staff has reviewed the provided Dulles 28 Centre Concept Development Plan (sheets 1-4), Statement of Justification (dated June 11, 2013) and Proffer Statement (dated June 11, 2013). The above referenced properties known as Dulles 28 Centre (hereinafter referred to as the Property ) are zoned Planned Development Commercial Highway (PD-CH) under the 1972 Loudoun County Zoning Ordinance (hereinafter referred to as the Zoning Ordinance ). The Property is located within and subject to the regulations of Airport Impact Overlay District Ldn 60-1 mile buffer (Section 4-1400) and the Route 28 Transportation Improvement District. Additionally, the Property is subject to the proffers and approval of Zoning Map Amendment ZMAP 1988-0014, ZMAP 1988-0015, ZMAP 1989-0021, Zoning Concept Plan Amendment ZCPA 1997-0002, ZCPA 1998-0007, ZCPA 1999-0007, ZCPA 2006-0010, and ZCPA 2007-0003. ZCPA 2013-0002, Dulles 28 Centre Concept Development Plan Sheet 1 of 4 1. Note 1. Staff recommends replacing the note with the following statement, The subject property of this concept plan amendment consists of the following parcels recorded in the Loudoun County land records: 2. Note 1. Table. The acreage provided for PIN 043-19-3414 of 1.16 acres appears to conflict with the tax information and County GIS data of 1.14 acres. Please confirm the acreage of this parcel and correct accordingly. 3. Note 2. The total acreage of the subject property conflicts with the actual acreage of the parcels listed in Note 1 [See comment 2] and the Total Area Included In This Attachment 1b A-21

ZMAP 2013-0002, Dulles 28 Centre August 17, 2013 Page 2 Application under Site Tabulations located on this sheet (1 of 4). Please confirm the acreage and correct accordingly. 4. Note 3. This note is confusing and misleading. This ZCPA includes the listed properties in Note 1 located West of and East of Pacific Boulevard. The portion of this application East of Pacific Boulevard does not permit all of the listed uses and is not subject to the 453,000 square foot limitation. Also, the 453,000 square foot limitation is for all the property West of Pacific Boulevard and North of Commercial Drive and not simply the listed properties in Note 1 and the cross-hatched area depicted on Sheet 4 of 4 titled Concept Development Plan. Staff recommends eliminating Note 3 and to provide clarifying language under West of Pacific Boulevard Land Bay located on this sheet (1 of 4). [See comment 5.e.] 5. Staff recommends that the Site Tabulation, West of Pacific Boulevard Land Bay, and East of Pacific Boulevard Land Bay, and Zoning District Requirements information provided along the right side of the Cover Sheet be amended as follows: (Staff has provided Attachment 1 that illustrates the following comments 5.a. to 5.j.) a. Site Tabulation. Please confirm the acreage under Total Area Included In This Application and correct accordingly. [See comment 2 and 3] b. West of Pacific Boulevard Land Bay. The term of Land Bay when referring to the properties West of Pacific Boulevard can be misleading when reviewing how the term has been used within ZMAP 1989-0021 and subsequent concept plan amendments. Therefore, staff recommends retitling this section from West of Pacific Boulevard Land Bay to simply state, West of Pacific Boulevard. c. West of Pacific Boulevard Land Bay. ZMAP 1989-0021 permitted auto dealers and auto related services with limitations on properties West of Pacific Boulevard. ZCPA 1998-0007 permitted the office, hotel, theatre, retail and commercial uses on properties West of Pacific Boulevard. ZCPA 1999-0007 permitted golf and golf related commercial recreational uses West of Pacific Boulevard on properties depicted in the cross-hatched area on the approved ZCPA 1999-0007 Concept Development Plan (CDP). Therefore, staff recommends replacing the statement, Uses permitted per this application and as allowed by the 1972 Zoning Ordinance and ZMAP 1989-0021. The total square footage of any combination of these uses may not exceed 453,000 with the statement, Uses permitted per this application on the subject properties West of Pacific Boulevard as allowed by the 1972 Zoning Ordinance, ZMAP 1989-0021, ZCPA 1998-0007, ZCPA 1999-0007, and ZCPA 2007-0003: d. West of Pacific Boulevard Land Bay. Combine both the listed * Golf Related Uses and Commercial Recreation and replace with the single use of Golf and Golf Related Commercial Recreational Uses. [Per ZCPA 1999-0007 and ZCPA 2007-0003] A-22

ZMAP 2013-0002, Dulles 28 Centre August 17, 2013 Page 3 e. West of Pacific Boulevard Land Bay. Following the list of uses permitted per this application on the subject property, add the statement The total square footage of any combination of the above office, hotel, theatre, retail and commercial uses that may be developed on the properties located West of Pacific Boulevard, including the subject properties, shall not exceed 453,000 square feet. In order to provide a minimum of 65,000 square feet of office use, the total of non-office uses allowed shall not exceed 388,000 square feet. [Per ZCPA 1998-0007 and ZCPA 2007-0003] f. West of Pacific Boulevard Land Bay. Replace the * Golf related uses. statement with Golf and Golf Related Commercial Recreational Uses shall not exceed 100,000 square feet and shall not be included in the computation of the allowed 453,000 square feet of office, hotel, theatre, retail and commercial uses allowed on the properties located West of Pacific Boulevard, including the subject properties. [Per ZCPA 1999-0007 and ZCPA 2007-0003] g. East of Pacific Boulevard Land Bay. Staff recommends retitling this section from East of Pacific Boulevard Land Bay to simply state, East of Pacific Boulevard. h. East of Pacific Boulevard Land Bay. ZCPA 2007-0003 created the additional 20,000 square feet of hotel use on the land bay East of Pacific Boulevard and south of Commercial Drive within the striped area of the CDP. Therefore staff recommends amending the statement as follows, An additional 20,000 square feet of permitted hotel uses to the hotel square footage approved with ZMAP 1989-0021 is permitted within the subject property East of Pacific Boulevard, Parcel 34. i. East of Pacific Boulevard Land Bay. Add the statement, Uses permitted per this application on the subject property East of Pacific Boulevard, Parcel 108, as allowed by the 1972 Zoning Ordinance, ZMAP 1989-0021, ZCPA 1998-0007, ZCPA 1999-0007, and ZCPA 2007-0003: Office Hotel Theatres Retail/commercial Auto dealers Auto related services j. Zoning District Requirements. Remove the Permitted uses including, but not limited to: section and the listed permitted uses. This application involves the two areas located West and East of Pacific Boulevard and the uses permitted within these two areas are already defined above. A-23

ZMAP 2013-0002, Dulles 28 Centre August 17, 2013 Page 4 Sheet 2 of 4 6. Line Table. Lines L210 to L218 and L248 appear to no longer exist with this application. Also, several line segments are not listed for Parcel 34. Please correct the Line Table and plan accordingly. 7. Curve Table. Curves C49 and C50 appear to no longer exist with this application. Also, there are listed several curve segments (C14 C26) that are not denoted on the plan. Please correct the Curve Table and plan accordingly. 8. It is difficult to locate the parcel numbers on this sheet. Staff recommends using bold text for the parcel numbers subject to this application. Sheet 3 of 4 9. The provided ZCPA 2006-0010 is no longer the previous Zoning Concept Plan Amendment to this application, ZCPA 2013-0002. ZCPA 2007-0003 was the most recent plan amendment which also involved the subject properties of the proposed ZCPA 2013-0002. Please replace this sheet with the most recent CDP (ZCPA 2007-0003). Sheet 4 of 4 10. Note 1. Replace the word maybe with may be. 11. Note 1. Following the first sentence, add the sentence, The total square footage of uses permitted East of Pacific Boulevard may not exceed the allowed square footage of ZMAP 1989-0021 and ZCPA 2007-0003. 12. Note 2. Replace the existing sentence of Note 2 with the following sentence, The total square footage of any combination of allowed office, hotel, theatre, retail and commercial uses that may be developed on the properties located West of Pacific Boulevard, including the subject properties within Land Bay A and Land Bay B, shall not exceed 453,000 square feet. 13. Please confirm the acreage listed as 70.949 acres for the properties located East of Pacific Boulevard and South of Commercial Drives. ZMAP 1989-0021 denotes this area as being 55.73 acres. Also, the current acreage appears to be approximately 53 acres. 14. Please depict the proposed 5 concrete sidewalk along Land Bay B and Auto World Circle as per the approved ZCPA 2007-0003 CDP. 15. Please remove the statement, West of Pacific Boulevard Land Bay for the area North of the cross-hatched subject properties. 16. Add the use of Auto Dealers to the restricted uses along Route 625. Currently, the plan states Limits of Auto Related Uses and should state, Limits of Auto Dealers and Auto Related Uses. Also, the 300 restriction should be extended along the entirety of A-24

ZMAP 2013-0002, Dulles 28 Centre August 17, 2013 Page 5 property (cross-hatched area depicted on Sheet 4 of 4 titled Concept Development Plan) located along Route 625 per ZCPA 1998-0007 Proffer Statement 2.b. Proffers and Justification Statements 17. Proffer 3.B. The original proffer of ZCPA 2007-0003 states, Any office building constructed on the West of Pacific Land Bay shall be a minimum of four stories. Staff concurs with the Applicant that the multi-story (four-story) office development requirement may not have been intended for all properties West of Pacific Blvd. but does not agree with the limited area proposed by the Applicant. ZCPA 2007-0003 was approved to allow a maximum of 453,000 square feet of office (increased from original 65,000 sq. ft.) to be located West of Pacific Boulevard, including the subject properties of ZCPA-2013-0002. The Applicant s proposed revision to Proffer 3.B. would limit fourstory office development to be located on approximately 15.6 acres (Land Bay A South of Pacific Blvd./Columbia Place intersection), which includes an existing SWM facility. The remaining area West of Pacific Blvd. that may also develop as office includes 21.016 acres (Land Bay A North of Pacific Blvd./Columbia Place intersection and Land Bay B) of this application, as well as, the vacant land located to the north of Land Bay A and Land Bay B. Section 710.1, of the Zoning Ordinance states that the intent of the PD-CH Zoning District is to provide: a concentration of complimentary uses grouped adjacent to major highways, limiting sprawling commercial development and well-planned development allowing maximum convenience and efficiency of uses. The ZCPA 2007-0003 staff report and proffers clearly intended to address the increase in office square footage by requiring a minimum of 65,000 square feet of office use and by expanding the design guidelines to include four-story office development. However, the proposed revision would allow the office to fully develop at less than four-stories in the areas outside of the Land Bay A South of Pacific Blvd./Columbia Place intersection area, thereby potentially never achieving the intended four-story construction and allowing a more low-level sprawling development. Also, spreading out the majority of office development throughout the properties West of Pacific Blvd. and further from complimentary uses creates additional automobile usage within the Dulles 28 Centre which is in contrast to the intent and requirements of Section 710.1 and 710.11, of the Zoning Ordinance. Staff recommends that at a minimum, the requirement of the four-story office be limited to Land Bay A. 18. Proffer 3.C. The original proffer of ZCPA 2007-0003 states, The office and hotel uses will be restricted to the area labeled as Land Bay A on the Plan, provided once the Applicant has constructed either (i) a minimum 4 story office or (ii) a hotel within Land Bay A, Applicant shall be permitted to develop the balance of the office and hotel square footage on the remainder of the Property. Staff is concerned with the proposed deletion of Proffer 3.C. This proffer, as well as, the ZCPA 2007-0003 staff report makes clear the intent to provide the allowable office and hotel uses in Land Bay A with the requested increase in allowable square footages. The approval of ZCPA 2007-0003 allowed the square footage originally approved with ZMAP 1989-0021 for office to increase A-25

ZMAP 2013-0002, Dulles 28 Centre August 17, 2013 Page 6 significantly from 65,000 square feet to 453,000 square feet (388,000 sq. ft. increase) and the addition of 225,000 square feet of hotel use. Section 710.1, of the Zoning Ordinance states that the intent of the PD-CH Zoning District is to provide: a concentration of complimentary uses grouped adjacent to major highways, limiting sprawling commercial development and well-planned development allowing maximum convenience and efficiency of uses. Locating the office and hotel uses on Land Bay A adjacent to retail/commercial uses provides for a concentration of complimentary uses while maximizing convenience and efficiency and the four-story structures limits sprawling development. Also, the development of Land Bay A, as stated above, would allow establishments to be visited with a minimum of internal automotive movement, per Section 710.11, of the Zoning Ordinance. Due to the increase in office and addition of hotel allowable square footages, ZCPA 2007-0003 staff report, and the intent of Proffer 3.C., staff recommends that the hotel use remain limited to Land Bay A and the requirement of a four-story office building be limited to Land Bay A. In an effort to address market demands, staff supports office development in Land Bay B absent office development occurring in Land Bay A, subject to 1) the office square footage being limited in Land Bay B, and 2) limit amount of single-story office development in Land Bay B until the four-story office development in Land Bay A is constructed, as originally envisioned. 19. Proffer 7.C. Staff is concerned with the proposed revision to the original proffer statement of ZCPA 2007-0003 regarding the crosswalk at Pacific Blvd. and Columbia Place. With the Applicant s proposed Proffer revisions, if development of office or hotel were to occur in Land Bay B of ZCPA 2013-0002, there would be no viable path system or crosswalk for these uses to access the adjacent retail/commercial uses existing in Dulles 28 Centre located East of Pacific Blvd. and South of Commercial Drive. To adhere to Sections 710.10.2 and 710.11, of the Zoning Ordinance, any office or hotel development that occurs within Land Bay A or Land Bay B of ZCPA 2013-0002 should trigger the need for the crosswalk at Pacific Blvd. and Columbia Place. Staff also recommends that the 5 concrete sidewalk be extended to the crosswalk on the CDP. Therefore, staff recommends that Proffer 7.C. remain as written per ZCPA 2007-0003. A-26

SITE TABULATIONS OVERALL DULLES 28 CENTRE SITE AREA: 309.0580 AC. TOTAL 100 YEAR FLOODPLAIN AREA: 98.9646 TOTAL AREA INCLUDED IN THIS APPLICATION: 47.92 AC. WEST OF PACIFIC BOULEVARD USES PERMITTED PER THIS APPLICATION ON THE SUBJECT PROPERTIES WEST OF PACIFIC BOULEVARD AS ALLOWED BY THE 1972 ZONING ORDINANCE, ZMAP 1989-0021, ZCPA 1998-0007, ZCPA 1999-0007, AND ZCPA 2007-0003: OFFICE HOTEL THEATRES RETAIL/COMMERCIAL GOLF AND GOLF RELATED COMMERCIAL RECREATIONAL USES AUTO DEALERS AUTO RELATED SERVICES THE TOTAL SQUARE FOOTAGE OF ANY COMBINATION OF THE ABOVE OFFICE, HOTEL, THEATRE, RETAIL AND COMMERCIAL USES THAT MAY BE DEVELOPED ON THE PROPERTIES LOCATED WEST OF PACIFIC BOULEVARD, INCLUDING THE SUBJECT PROPERTIES, SHALL NOT EXCEED 453,000 SQUARE FEET. IN ORDER TO PROVIDE A MINIMUM OF 65,000 SQUARE FEET OF OFFICE USE, THE TOTAL OF NON-OFFICE USES ALLOWED SHALL NOT EXCEED 388,000 SQUARE FEET. GOLF AND GOLF RELATED COMMERCIAL RECREATIONAL USES SHALL NOT EXCEED 100,000 SQUARE FEET AND SHALL NOT BE INCLUDED IN THE COMPUTATION OF THE ALLOWED 453,000 SQUARE FEET OF OFFICE, HOTEL, THEATRE, RETAIL AND COMMERCIAL USES ALLOWED ON THE PROPERTIES LOCATED WEST OF PACIFIC BOULEVARD, INCLUDING THE SUBJECT PROPERTIES. EAST OF PACIFIC BOULEVARD AN ADDITIONAL 20,000 SQUARE FEET OF PERMITTED HOTEL USES, TO THE HOTEL SQUARE FOOTAGE APPROVED WITH ZMAP 1989-0021 AND ZCPA 2007-0003, IS PERMITTED WITHIN THE SUBJECT PROPERTY EAST OF PACIFIC BOULEVARD, PARCEL 34. USES PERMITTED PER THIS APPLICATION ON THE SUBJECT PROPERTY EAST OF PACIFIC BOULEVARD, PARCEL 108, AS ALLOWED BY THE 1972 ZONING ORDINANCE, ZMAP 1989-0021, ZCPA 1998-0007, ZCPA 1999-0007, AND ZCPA 2007-0003: OFFICE HOTEL THEATRES RETAIL/COMMERCIAL AUTO DEALERS AUTO RELATED SERVICES ZONING DISTRICT REQUIREMENTS ZONE: PD-CH (1972 ZONING ORDINANCE) MAXIMUM HEIGHT: 35, PROVIDED THAT A BUILDING MAY BE ERECTED TO A MAXIMUM HEIGHT OF 100 PROVIDED THAT IT IS SET BACK FROM PUBLIC STREETS OR LOT LINES THAT DO NOT CONSTITUTE BOUNDARIES OF DISTRICTS WITH LOWER MAXIMUM HEIGHT RESTRICTIONS. IN ADDITION TO EACH OF THE REQUIRED YARD DIMENSIONS, A DISTANCE OF NOT LESS THAN 2 FOR EACH 1 OF HEIGHT THAT EXCEDDS 35 MAXIMUM FAR: 0.4 MAXIMUM LAND COVERAGE: 25% ZCPA 2013-0002 ATTACHMENT 1 A-27

COUNTY OF LOUDOUN DEPARTMENT OF BUILDING AND DEVELOPMENT ZONING ADMINISTRATION REFERRAL DATE: June 16, 2014 TO: FROM: APPLICATION: Marchant Schneider, Project Manager Mark A. Depo, Planner, Zoning Administration ZCPA 2013-0002, Dulles 28 Centre 2 nd SUBMISSION TAX MAP/PARCEL: /80//18////25/ 043169304000 /80//18////34/ 043195918000 /80//18////15/ 043172630000 /80//18////10/ 043273683000 /80//18////14/ 043175778000 /80//18////12/ 043275728000 /80//18////13/ 043178099000 /80//18////11/ 043274656000 /80///////108/ 043193414000 /80//18/////9/ 043372508000 ZCPA 2013-0002, Dulles 28 Centre Concept Development Plan Sheet 1 of 4 1. West of Pacific Boulevard. Combine both the listed *Golf Related Uses and Commercial Recreation and replace with the single use of Golf and Golf Related Commercial Recreational Uses. [Per ZCPA 1999-0007 and ZCPA 2007-0003] 2. West of Pacific Boulevard. Replace the *Golf related uses. statement with Golf and Golf Related Commercial Recreational Uses shall not exceed 100,000 square feet and shall not be included in the computation of the allowed 453,000 square feet of office, hotel, theatre, retail and commercial uses allowed on the properties located West of Pacific Boulevard, including the subject properties. [Per ZCPA 1999-0007 and ZCPA 2007-0003] 3. East of Pacific Boulevard. The additional 20,000 square feet of hotel use was limited to the striped area of the ZCPA 2007-0003 Concept Development Plan (CDP) located east of Pacific Boulevard and south of Commercial Drive. This area is increasing with the proposed ZCPA 2013-0002 CDP and the uses allowed within this new area are still limited to the uses permitted per ZMAP 1989-0021, including the additional 20,000 square feet of hotel use, per ZCPA 2007-0003. Similar to the West of Pacific Boulevard section, the uses permitted within the area East of Pacific Boulevard should be listed. The uses permitted under ZMAP 1989-0021 are: Commercial; Retail; Hotel; and Office. 4. Zoning District Requirements. Remove the Permitted uses including, but not limited to: section and the listed permitted uses. Again, this application is involves the two areas A-28

Sheet 2 of 4 ZMAP 2013-0002, Dulles 28 Centre: 2 nd Submission June 16, 2014 Page 2 located West and East of Pacific Boulevard and the uses permitted within these two areas should be placed under the sections are already defined above. 5. Line Table. Several of the lines listed on the Line Table still do not appear to exist on the plan. Please correct the Line Table and plan accordingly. 6. Curve Table. Several of the curves listed on the Curve Table still do not appear to exist on the plan. Please correct the Curve Table and plan accordingly. Sheet 4 of 4 7. Note 1. The Following the first sentence, add the sentence, The total square footage of uses permitted East of Pacific Boulevard may not exceed the allowed square footage of ZMAP 1989-0021 and ZCPA 2007-0003. 8. Note 2. This note is misleading. The allowed 453,000 square feet is not limited to Land Bays A1, A2, and B, but is also subject to the areas north of Land Bays A1 and B and north of Commercial Drive. Also, the auto related services are limited to.40 FAR. 9. Depict and denote the 300 restriction of auto dealers/auto related uses along Route 625. The restriction should extend along the entirety of property located along Route 625. A-29

From: Sent: To: Subject: Depo, Mark Friday, February 13, 2015 4:39 PM schneider, marchant ZCPA 2013-0002 Dulles 28 Centre Marchant, I have completed the 3 rd submission review for ZCPA 2013-0002 Dulles 28 Centre. The applicant has addressed all of my 2 nd Submission comments. I have no other comments for this application related to the plan. I am still reviewing the Proffer Statement. Sincerely, Mark A. Depo Senior Planner, Zoning Administration County of Loudoun Department of Planning and Zoning Mark.Depo@loudoun.gov w: (571)258-3197 This e-mail is not intended to be and shall not be deemed to be an official order, requirement, decision or determination made by or on behalf of the Zoning Administrator. A-30

From: Sent: To: Subject: Depo, Mark Thursday, July 16, 2015 10:06 AM schneider, marchant ZMAP 2015-0005 Dulles 28 Centre Marchant, I have completed the 1st submission review for ZMAP 2015-0005 (ZCPA 2013-0002) Dulles 28 Centre and have no comments. The applicant has addressed all of my comments related to ZCPA 2013-0002 and there is no change to the CDP with ZMAP 2015-0005. The amended proffers do not affect any zoning related issues. The rezoning of the 1 acre outparcel does not alter/increase the density on-site since the applicant will develop the 1 acre parcel with the allowed/existing density of the development. Sincerely, Mark A. Depo Senior Planner, Zoning Administration County of Loudoun Department of Planning and Zoning Mark.Depo@loudoun.gov w: (571)258-3197 This e-mail is not intended to be and shall not be deemed to be an official order, requirement, decision or determination made by or on behalf of the Zoning Administrator. A-31

MEMORANDUM TO: Marchant Schneider, Department of Planning (#62) FROM: Larr Kelly, Zoning Division, Department of Building and Development (#60) DATE: June 18, 2014 RE: ZCPA 2013-0002: Dulles 28 Center As per your request, I have reviewed the draft proffers, dated April 14, 2014, for the above referenced Zoning Concept Plan Amendment application. Pursuant to this review, I offer the following comments: 1. In regard to the preamble, in the second paragraph thereof, the applicant cites ZMAP 1988-0014 as a preceding application with proffers attaching to the subject property. However, I could find no reference to this application in the County s LMIS or Laserfiche databases. The original rezoning for this property was ZMAP 1986-0001, but the proffers for that application have been replaced by subsequent applications. I suggest that the applicant clarify what application they intended to reference. 2. In further regard to the preamble, in the second line thereof, I suggest that the applicant clarify whether Dulles 28 Associates LLLP is the successor by name change for North Dulles Retail Associates Limited Partnership and Dulles Hotel One, LLC or just North Dulles Retail Associates Limited Partnership. If it is just North Dulles Retail Associates Limited Partnership then I suggest that parentheses be placed around the phrase successor by name change to North Dulles Retail Associates Limited Partnership. 3. In further regard to the preamble, in the second line thereof, it appears that one of the entities constituting the Applicant is Dulles Hotel One LLC. However, the signature line on page 4 of the proffers indicates that there is an entity known as Dulles 28 Hotel One, LLC set to sign the proffers. I suggest that the preamble and the signature page be corrected so as to eliminate this inconsistency. 4. In further regard to the preamble, I note that it appears that just two entities constitute the Applicant, yet there are three signature pages provided, including one for Dulles 28 Retail Group, LLC which is not identified in the preamble. If this entity is one of the owners of the land constituting the Property, then I suggest that they be referenced in the preamble. If they are not, then I suggest that their signature page be deleted. A-32

Marchant Schneider ZCPA 2013-0002: Dulles 28 Center June 18, 2014 Page 2 5. In further regard to the preamble, in the sixth line of the second paragraph thereof, I suggest that the phrase apply only to the striped and cross hatched portions of Dulles 28 Centre, as depicted be changed to read apply only to the Property, depicted as the striped and crosshatched portions of Dulles 28 Center shown. 6. In further regard to the preamble, in the next to last two lines of the second paragraph thereof, I note that the applicant refers to Sheet 4 of 4 of a Plan Set entitled Dulles 28 Centre Zoning Concept Plan Amendment dated May 2, 2013 as revised through April 4, 2014. However, while the cover sheet of the Plan Set is last revised April 4, 2014, Sheet 4 of 4 of that plan set is last revised as of March 25, 2014. I suggest that all sheets of the Plan Set should carry the same date, and that the applicant should clarify and reference the correct date on the Plan Set. 7. In further regard to the preamble, I note that while the applicant has identified the Plan Set, the applicant has not identified which sheets of the Plan Set they intend to have constitute the Concept Development Plan. If this is intended to be Sheet 4 of 4, then I suggest that this be expressly stated and that the applicant specifically proffer conformance to it as the Concept Development Plan. If there is no such commitment, then the existing Concept Development Plan shall continue to apply to the subject property. 8. In further regard to the preamble, I note that Sheet 4 of 4 shows Land Bay A, as presently constituted, being divided into two new land bays, A1 and A2. However, if Sheet 4 of 4 is not proffered as the Concept Development Plan for the subject property, then these two new land bays will not be created and the existing Concept Development Plan will continue to apply. If the applicant intends to have Land Bay A divided into the two new land bays, then I suggest that this be expressly indicated. 9. In further regard to the preamble, and assuming that the applicant intended to establish Sheet 4 of 4 of the Plan Set as the Concept Development Plan, then I note that there are a number of existing proffers that refer to Land Bay A, which is shown on Sheet 4 of 4 as being replaced by Land Bays A1 and A2. If Sheet 4 of 4 is proffered, then I suggest that existing proffers 3.D, 4.C, 7.A and 7.E. be amended to refer to the new Land Bays. 10. In further regard to the preamble, and Sheet 4 of 4 of the Plan Set referenced therein, I note that Sheet 4 of 4 includes a note indicating the approximate location of division of land bays, and an arrow indicating just the divide between Land Bay A1 and Land Bay B. If Land Bay A is to be divided into Land Bays A1 and A2 I suggest that an additional arrow be included to indicate the divide between Land Bays A1 and A2 as well. A-33

Marchant Schneider ZCPA 2013-0002: Dulles 28 Center June 18, 2014 Page 3 11. In further regard to the preamble, and Sheet 4 of 4 of the Plan Set referenced therein, Note 1 on this sheet refers to Parcel 108. However, there is no indication on the Sheet as to what constitutes Parcel 108. It appears that it may be a portion of the striped area indicated on the east side of the subject property, but it is not clearly indicated. I suggest that the boundaries of Parcel 108 be clearly labeled and I further suggest that if Parcel 108 has a Property Identification Number (PIN) associated with it, that such PIN be indicated on the Sheet. 12. In further regard to the preamble, Sheet 4 of 4 of the Plan Set referenced therein, and proffer 1, it appears that Sheet 4 of 4 indicates that auto related services are to become a permitted use outside of Land Bay B, but it is not clear exactly what parcel or what Land Bay the applicant intended to reference. I suggest that Sheet 4 of 4 be clarified as to which additional areas or parcels are being allowed auto related services as a permitted use. 13. In regard to proffer 4., in the second line thereof, I suggest that the word Bays be changed to Bay. 14. These proffers will need to be signed by all landowners, and be notarized, prior to the public hearing on this application before the Board of Supervisors. A-34

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County of Loudoun Department of Transportation and Capital Infrastructure MEMORANDUM DATE: August 21, 2013 TO: Marchant Schneider, Project Manager Department of Planning FROM: Arkopal Goswami, Senior Transportation Planner Transportation Division SUBJECT: ZCPA 2013-0002 Dulles 28 Centre First Referral Background This application is seeking approval of a Zoning Concept Plan Amendment (ZCPA) to modify the language contained in the proffers associated with Dulles 28 Centre, ZCPA 2007-0003, approved in October 2009. The proffers are with regard to (1) the timing of the construction and height of office buildings in Land Bays A and B of the Concept Development Plan (CDP); (2) clarifying the timing of the reconstruction of the large existing stormwater management pond and civic uses located in the subject site area; and (3) clarifying the reforestation of the Tree Conservation Area. The Applicant is also proposing to allow auto dealer and auto related uses within the portion of the Commercial Drive (VA Route 887) right-of-way (ROW) previously abandoned east of Pacific Boulevard (adjacent to VA Route 28). Dulles 28 Centre is a mixed use development, located on either side of Pacific Boulevard (VA Route 1036), north of Waxpool Road (VA Route 625). A vicinity map is provided as Attachment 1. In its consideration of this application, the Department of Transportation and Capital Infrastructure (DTCI) reviewed materials received from the Department of Planning on June 19, 2013, including (1) an information sheet; (2) a statement of justification prepared by the Applicant, dated June 11, 2013; (3) a traffic study prepared by Christopher Consultants, dated May 15, 2013; and (4) a ZCPA plat prepared by Christopher Consultants, dated May 13, 2013. DTCI also reviewed the traffic study for ZCPA 2007-0003, dated July 13, 2007. Compliance with the Countywide Transportation Plan The site is located in the Suburban Policy Area (Ashburn Community). The transportation network is specifically governed by the policies of Countywide Transportation Plan (2010 CTP) and the Bicycle & Pedestrian Mobility Master Plan (2003 Bike & Ped Plan). DTCI s assessment of the transportation network is based on review of existing, planned and programmed transportation facilities, review of the Applicant s traffic study, and applicable County policies. Attachment 1c A-42

Existing, Planned and Programmed Transportation Facilities ZCPA 2013-0002 Dulles 28 Centre DTCI First Referral Comments August 21, 2013 Page 2 Roadways serving the site are described below. Descriptions for planned conditions of CTP roads are taken from Appendix 1 of the 2010 CTP; descriptions of planned bicycle and pedestrian facilities on CTP roads are taken from Appendix 6 of the 2010 CTP and the 2003 Bike & Ped Plan. Pacific Boulevard (VA Route 1036) (existing segment between Waxpool Road and the Washington and Old Dominion (W&OD) Trail) is built to its ultimate condition of an urban fourlane divided major collector (U4M) per the 2010 CTP. Per Appendix 6 of the 2010 CTP, all four-lane roadways are to have a six-foot sidewalk on one side and a 10-foot shared use path on the other side. Currently there are sidewalks and/or shared use paths on both sides of Pacific Boulevard north of the site. Waxpool Road (VA Route 625) (existing segment between VA Route 28 and Loudoun County Parkway) is built as a 4-6 lane urban median divided major collector (U4M/U6M) per the 2010 CTP. In its ultimate condition, it is to be a six-lane median divided major collector (U6M). The County is currently working on a project that includes the design and construction of turn lanes at the Pacific Boulevard and Broderick Drive intersections along Waxpool Road. Per Appendix 6 of the 2010 CTP, all six-lane roadways are to have a 10-foot shared use path on both sides. Currently there are is a sidewalk on the north side and a shared use path on the south side of Waxpool Road in the vicinity of the site. Review of Applicant s Traffic Study The traffic study submitted by the Applicant (dated May 15, 2013) states that the proffer statement approved as a part of ZCPA 2007-0003 restricts the total amount of square footage of development to 453,000 sq. ft. in the portion of the project west of Pacific Boulevard. The approved proffers also require a minimum of a four story office building on Land Bay A before any office uses can be built in Land Bay B. The proposed proffer amendment seeks to give the owner the flexibility to construct office building(s) in Land Bay B in advance of the four story office use in Land Bay A. As such, the proposed proffer amendments do not change or increase the total amount of office square footage that was proposed nor do they change the total amount of development approved with ZCPA 2007-0003. Hence the proposed proffer amendments would not affect the analysis and conclusions reached in the traffic study related to ZCPA 2007-0003. Transportation Comments and Recommendations DTCI staff has reviewed the Applicant s submitted materials and has the following comments and recommendations: 1. DTCI notes that the proposed proffer amendments do not change the amount of traffic generated from the approved uses. 2. The proposed proffer amendments could have an impact on the timing of the construction of the trail along Pacific Boulevard as currently approved in ZCPA 2007-0003 (Proffer 7A). DTCI recommends that proffer be revised in a manner such that this trail is constructed A-43

ZCPA 2013-0002 Dulles 28 Centre DTCI First Referral Comments August 21, 2013 Page 3 prior to first occupancy permit for any uses developed in Land Bay A or B. DTCI also recommends that Proffer 7C be revised to require installation of a crosswalk across Pacific Boulevard at the signalized Columbia Place intersection, subject to VDOT approval, at the time the aforementioned trail is constructed. 3. The approved CDP for ZCPA 2007-0003 depicts a sidewalk on Auto World Circle along the property frontage. Sheet 4 of the submitted plat shows the location of the sidewalk but does not depict it. DTCI recommends that the Applicant depict the same on a revised plat. 4. DTCI notes that a right-in/right-out access to the site is depicted off of Pacific Boulevard, approximately 300 feet north of its intersection with Waxpool Road. This access point shown on the approved CDP for ZCPA 2007-0003. However, the traffic study submitted as a part of ZCPA 2007-0003 does not analyze this access point. Also, please refer to the July 9, 2009 Planning Commission Worksession Memo (Issue #14) that has discussion on this access point. An excerpt from the memo is shown in Attachment 2. DTCI recommends that the Applicant either provide supporting analysis to determine the LOS at the proposed intersection or remove this access point and revise the plat. 5. The Applicant should clarify any proposed change to allow auto dealer and auto related uses, and any resulting traffic impacts, for the portion of the site located east of Pacific Boulevard shown on the CDP. 6. DTCI recommends that a statement be included in the draft proffers stating that there are no changes to any of the other proffers of ZCPA 2007-0003 other than those proposed herein. Conclusion Upon resolution of comments noted above, DTCI would have no objection to the approval of this application. ATTACHMENTS 1. Vicinity Map 2. Excerpt from June 9, 2009 Planning Commission Worksession Memo cc: Joe Kroboth, Director, DTCI Lou Mosurak, Senior Coordinator, DTCI A-44

AUTO WORLD TOWLERN COMMERCIAL BEVERLY SITE WAXPOOL ROAD / FARMWELL ROAD PACIFIC COLUMBIA COLORADO DULLES RETAIL MONTEREY WAXPOOL ROAD SULLY AOL WAXPOOL WAXPOOL SULLY Miles 0 0.03 0.06 0.12 0.18 0.24 A-45

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County of Loudoun Office of Transportation Services MEMORANDUM DATE: June 13, 2014 TO: Marchant Schneider, Project Manager Department of Planning FROM: Rory L. Toth, CZA, Senior Transportation Planner Transportation Planning & Operations Division SUBJECT: ZCPA 2013-0002 Dulles 28 Centre Second Referral Background This referral updates the status of comments noted in the first Department of Transportation and Capital Infrastructure (DTCI) referral on this Zoning Concept Plan Amendment (ZCPA) application. The application seeks approval to amend the proffers approved with ZCPA 2007-0003 to (1) Revise the timing of construction and height of office buildings in Landbays A & B, as shown on the approved concept development plan; (2) Revise the timing of the reconstruction of the existing stormwater management pond and civic uses; and (3) Revisions to the proffer regarding reforestation of the Tree Conservation Area. The Applicant is also proposing to allow auto dealer and auto-related uses within the portion of the Commercial Drive (VA Route 887) right-of-way (ROW) previously abandoned east of Pacific Boulevard (adjacent to Route 28). The subject site is zoned PD-CH (Planned Development- Commercial Highway) under the 1972 Loudoun County Zoning Ordinance. Dulles 28 Centre is a mixed-use development, located on the east and west side of Pacific Boulevard (VA Route 1036), north of Waxpool Road (VA Route 625). The site will contain an internal private roadway network that will connect in multiple locations to Commercial Drive and Pacific Boulevard. This update is based on DTCI review of materials received from the Department of Planning on May 2, 2014, including (1) an information sheet, dated April 28, 2014; (2) Applicant s Response Letter to Comments, prepared by Christopher Consultants dated April 4, 2014; (3) a clean-version draft Proffer Statement and red-lined draft Proffer Statement, revised through April 14, 2014; and (4) a ZCPA plat, prepared by Christopher Consultants, dated May 13, 2013, revised through March 25, 2014. Status of Transportation Comments and Recommendations Staff Comments from the first DTCI referral (August 21, 2013), as well as the Applicant s responses (quoted directly from its April 4, 2014 response letter), and comment status are provided below. A-47

ZCPA 2013-0002 Dulles 28 Centre DTCI Second Referral Comments June 13, 2014 Page 2 1. Initial Staff Comment (First Referral, August 21, 2013): DTCI notes that the proposed proffer amendments do not change the amount of traffic generated from the approved uses. Applicant s Response (April 4, 2014): Agreed. Comment Status: Comment addressed. 2. Initial Staff Comment (First Referral, August 21, 2013): The proposed proffer amendments could have an impact on the timing of the construction of the trail along Pacific Boulevard as currently approved in ZCPA 2007-0003 (Proffer 7A). DTCI recommends that proffer be revised in a manner such that this trail is constructed prior to the first occupancy permit for any uses developed in Land Bay A or B. DTCI also recommends that Proffer 7C be revised to require installation of a crosswalk across Pacific Boulevard at the signalized Columbia Place intersection, subject to VDOT approval, at the time the aforementioned trail is constructed. Applicant s Response (April 4, 2014): The applicant does not see how this application changes anything related to the timing of the construction of the path along Pacific Boulevard. Under the latest approved proffers, the applicant is not required to build this path until development occurs on Land Bay A. Therefore, under the current approvals, development can occur on all of Land Bay B without triggering the need to construct this path. It should be noted that this path will be on the development parcels in Land Bay A and not in the right-of-way; therefore, it really is not possible to design these paths in the correct vertical location until the development in Land Bay A has been engineered. It is noted that portions of Land Bay B are as much as 2,000 from the Pacific Boulevard/Columbia Place intersection, therefore the applicant questions how such a path would be used prior to the development in Land Bays A1 and A2 (formerly Land Bay A). The applicant is no longer requesting a change to proffer 7.C. Comment Status: DTCI continues to recommend that Proffer 7A be amended to state that the trail along Pacific Boulevard will be shown on a site plan and/or construction plans and profiles, prior to approval and constructed prior to the first occupancy permit for any use developed on Landbays A or B. DTCI further notes that the County s Waxpool Road Intersection improvement project proposes to place a storm water pond along the west side of Pacific Boulevard in Landbay A, which may impact the location of the trail. Staff acknowledges that CDPs do not show the level of engineering detail necessary for vertical placement of the aforementioned trail along Pacific Boulevard. However, as CDPs are conceptual in nature, DTCI continues to recommend that the trail be depicted on the concept plan along the west side of Pacific Boulevard and language be added to the proffer to state that the location of the trail is subject to change and will be determined at the A-48

ZCPA 2013-0002 Dulles 28 Centre DTCI Second Referral Comments June 13, 2014 Page 3 time of final engineering. In addition, DTCI notes that proposed uses developed in Landbay A or B will utilize said trail and are necessary to provide a safe bicycle/pedestrian connection needed along Pacific Boulevard, to the crosswalk at the Pacific Boulevard/Columbia Drive intersection, and for access to the retail and commercial uses on the eastern side of Pacific Boulevard. It is important to note that bicycle and pedestrian facilities along CTP roads will be provided at the commencement of a project, regardless of whether connections from adjacent properties are already in place. (2010 CTP, Chapter 4, Bicycle and Pedestrian Facilities Policies for Roadways, Policy 15). Regarding the timing of the crosswalk construction stated in Proffer 7.C, DTCI recommends that the second line of Proffer 7.C be revised to state any use on the Property west of Pacific Blvd, as opposed to limiting the trigger for construction of the crosswalk to an office or hotel use. 3. Initial Staff Comment (First Referral, August 21, 2013): The approved CDP for ZCPA 2007-0003 depicts a sidewalk on Auto World Circle along the property frontage. Sheet 4 of the submitted plat shows the location of the sidewalk but does not depict it. DTCI recommends that the Applicant depict the same on a revised plat. Applicant s Response (April 4, 2014): Location now shown. Comment Status: Comment addressed. 4. Initial Staff Comment (First Referral, August 21, 2013): DTCI notes that a right-in/right-out access to the site is depicted off of Pacific Boulevard, approximately 300 feet north of its intersection with Waxpool Road. This access point shown on the approved CDP for ZCPA 2007-0003. However, the traffic study submitted as part of ZCPA 2007-0003 does not analyze this access point. Also, please refer to the July 9, 2009 Planning Commission Worksession Memo (Issue #14) that has discussion on this access point. An excerpt from the memo is shown in Attachment 2. DTCI recommends that the Applicant either provide supporting analysis to determine the LOS at the proposed intersection or remove this access point and revise the plat. Applicant s Response (April 4, 2014): This is not a new access point. This right-in/rightout was shown on the approved CDP for ZCPA 2006-0010. The applicant should not have to re-justify it with this application. Comment Status: DTCI notes that ZCPA 2006-0010 shows two access points on the west side of Pacific Boulevard into the subject site. Two access points were also shown on the west side of Pacific Boulevard with the approved CDP for ZCPA 2007-0003 and does not require further analysis at this time. DTCI further notes that the County s Waxpool Road/Pacific Boulevard Intersection improvement project proposes to place a stormwater pond along the west side of Pacific Boulevard in Landbay A, which will impact the location of the right-in/right-out access into the A-49

ZCPA 2013-0002 Dulles 28 Centre DTCI Second Referral Comments June 13, 2014 Page 4 property. The Applicant should revise the CDP to reflect the stormwater pond improvement. 5. Initial Staff Comment (First Referral, August 21, 2013): The Applicant should clarify any proposed change to allow auto dealer and auto related uses, and any resulting traffic impacts, for the portion of the site located east of Pacific Boulevard shown on the CDP. Applicant s Response (April 4, 2014): The potential area for auto dealer and auto related uses is very small. This area is already approved for retail and commercial uses. This additional use would not generate trips in excess of the currently approved uses. Comment Status: Comment addressed. 6. Initial Staff Comment (First Referral, August 21, 2013): DTCI recommends that a statement be included in the draft proffers stating that there are no changes to any of the proffers of ZCPA 2007-0003 other than those proposed herein. Applicant s Response (April 4, 2014): Please note that the second paragraph of the proffers already states this. Comment Status: Comment addressed. Conclusion Upon resolution of Comments 2 and 4 noted above, DTCI would have no objection to the approval of this application. DTCI is available to meet with the Applicant to discuss the comments noted in this referral. cc: Kathleen Leidich, Assistant Director, DTCI Lou Mosurak, Senior Coordinator, DTCI Mark Hoffman, Civil Engineer, DTCI A-50

From: Sent: To: Cc: Subject: Toth, Rory Wednesday, February 11, 2015 4:30 PM schneider, marchant Leidich, Kathleen; Glassmoyer, Chris D.; Mosurak, Lou ZCPA 2013-0002 Dulles 28 Center DTCI 3rd ref 2-11-2015 RT Marchant: I have reviewed the third submission of the referral for ZCPA 2013-0002 received on February 4, 2015. As opposed to a referral, you had requested Staff provide an email indicating whether there are any outstanding issues or whether comments were resolved. Per your request, as shown below, please see DTCI s 2 nd referral comments dated June 13, 2014, the Applicant s Response dated October 21, 2014 and DTCI s Comment Status. Rory DTCI 1 st Referral Comment 6-13-2014 2. DTCI continues to recommend that Proffer 7A be amended to state that the trail along Pacific Boulevard will be shown on a site plan and/or construction plans and profiles, prior to approval and constructed prior to the first occupancy permit for any use developed on Landbays A or B. DTCI further notes that the County s Waxpool Road Intersection improvement project proposes to place a storm water pond along the west side of Pacific Boulevard in Landbay A, which may impact the location of the trail. Staff acknowledges that CDPs do not show the level of engineering detail necessary for vertical placement of the aforementioned trail along Pacific Boulevard. However, as CDPs are conceptual in nature, DTCI continues to recommend that the trail be depicted on the concept plan along the west side of Pacific Boulevard and language be added to the proffer to state that the location of the trail is subject to change and will be determined at the time of final engineering. In addition, DTCI notes that proposed uses developed in Landbay A or B will utilize said trail and are necessary to provide a safe bicycle/pedestrian connection needed along Pacific Boulevard, to the crosswalk at the Pacific Boulevard/Columbia Drive intersection, and for access to the retail and commercial uses on the eastern side of Pacific Boulevard. It is important to note that bicycle and pedestrian facilities along CTP roads will be provided at the commencement of a project, regardless of whether connections from adjacent properties are already in place. (2010 CTP, Chapter 4, Bicycle and Pedestrian Facilities Policies for Roadways, Policy 15). Regarding the timing of the crosswalk construction stated in Proffer 7.C, DTCI recommends that the second line of Proffer 7.C be revised to state any use on the Property west of Pacific Blvd, as opposed to limiting the trigger for construction of the crosswalk to an office or hotel use. Applicant Change made. A-51

Comment Status: Comment addressed with regard to Proffer 7.A. With regard to Proffer 7.C, DTCI recommends that the language be revised to clarify when the crosswalk construction and signal modification to include pedestrian signalization will occur. The sentence structure and wording in Lines 1-5 is unclear. DTCI 1 st Referral Comment 6-13-2014 4. DTCI notes that ZCPA 2006-0010 shows two access points on the west side of Pacific Boulevard into the subject site. Two access points were also shown on the west side of Pacific Boulevard with the approved CDP for ZCPA 2007-0003 and does not require further analysis at this time. DTCI further notes that the County s Waxpool Road/Pacific Boulevard Intersection improvement project proposes to place a stormwater pond along the west side of Pacific Boulevard in Landbay A, which will impact the location of the right-in/right-out access into the property. The Applicant should revise the CDP to reflect the stormwater pond improvement. Applicant The Applicant has met with the County s consultant on this road project. The Applicant has requested that the mentioned pond be redesigned. The Applicant believes it is premature to show the pond on this application. Comment Status: DTCI continues to recommend that the CDP be revised to account for the proposed stormwater pond improvement associated with the County s Waxpool Road/Pacific Boulevard Intersection improvement project and its impact on the right-in/right-out access point into the property. Rory L. Toth, CZA Senior Transportation Planner Loudoun County Department of Transportation & Capital Infrastructure (703) 737-8793-Direct (703) 737-8513-Fax A-52

County of Loudoun Department of Transportation and Capital Infrastructure MEMORANDUM DATE: June 24, 2015 TO: Marchant Schneider, Project Manager Department of Planning and Zoning FROM: Rory L. Toth, CZA, Senior Transportation Planner DTCI, Transportation Planning & Operations Division SUBJECT: ZCPA 2013-0002 & ZMAP 2015-0005 Dulles 28 Centre Fourth Referral Background This referral updates the status of comments noted in the third Department of Transportation and Capital Infrastructure (DTCI) referral dated February 11, 2015 on this Zoning Concept Plan Amendment (ZCPA) application. The application seeks approval to amend the proffers approved with ZCPA 2007-0003 to (1) Revise the timing of construction and height of office buildings in Landbays A & B, as shown on the approved Concept Development Plan (CDP); (2) Revise the timing of the reconstruction of the existing stormwater management pond and civic uses; and (3) Revise the proffer regarding reforestation of the Tree Conservation Area. The Applicant is also proposing to allow auto dealer and auto-related uses within the portion of the Commercial Drive (VA Route 887) right-of-way (ROW) previously abandoned east of Pacific Boulevard (adjacent to VA Route 28). The subject site is zoned PD-CH (Planned Development-Commercial Highway) under the 1972 Loudoun County Zoning Ordinance. Dulles 28 Centre is a mixed-use development, located on the east and west side of Pacific Boulevard (VA Route 1036), north of Waxpool Road (VA Route 625). The site will contain an internal private roadway network that will connect in multiple locations to Commercial Drive and Pacific Boulevard. It is important to note that a zoning map amendment application (ZMAP 2015-0005) was submitted by the Applicant as part of the fourth referral in order to remap an approximately one acre parcel (PIN 044-47-0591) from PD-IP under the 1972 Zoning Ordinance to the PD- CC-RC zoning district under the Revised 1993 Zoning Ordinance. The Applicant proposes to incorporate the parcel into ZCPA 2013-0002 with no resulting increase in floor area ratio. This update is based on DTCI review of materials received from the Department of Planning and Zoning on May 29, 2015, including (1) an information sheet, dated May 26, 2015; (2) Applicant s Response Letter to Referral Comments, prepared by Christopher Consultants dated April 27, 2015; and (3) a ZCPA/ZMAP plat, prepared by Christopher Consultants, dated May 13, 2013, revised through March 31, 2015. DTCI also reviewed (4) a Trip Generation Memo, prepared by Christopher Consultants, dated June 16, 2015, and (5) a revised strikethrough draft Proffer Statement, dated April 14, 2014 and revised through <No Month/Date>, 2015, both received directly from the Applicant s representative on June 17, 2015. A-53

Review of Applicant s Trip Generation Memo ZCPA 2013-0002 & ZMAP 2015-0005 Dulles 28 Centre DTCI Fourth Referral Comments June 24, 2015 Page 2 The Applicant s trip generation memo (included as Attachment 1) estimates the number of vehicle trips (utilizing the most current (9 th ) version of the ITE Trip Generation Manual) that could be generated at a 0.25 FAR (10,900 square feet) and 0.4 FAR (17,500 square feet) on the approximately one-acre parcel under the existing PD-IP zoning district under the 1972 Zoning Ordinance. As shown in the Applicant s trip generation memo, if developed with office uses at 0.25 FAR, the development would generate approximately 17 AM peak hour trips, 17 PM peak hour trips and a total of 121 daily trips. If developed with office uses at 0.4 FAR, the development would generate 28 AM peak hour trips, 26 PM peak hour trips and a total of 193 daily trips. It is important to note that the Applicant states that although they are adding land area that will be subject to the Dulles 28 Centre ZCPA application, they are not increasing the building square footage allowed in the overall Dulles 28 Centre development which is capped by the current approved proffers. See the New Comments section of this referral for further discussion. Status of Transportation Comments and Recommendations Staff Comments from the third DTCI referral (February 11, 2015), as well as the Applicant s responses (quoted directly from its April 27, 2015 response letter), and comment status are provided below. Note that Comments 1, 3, 5 and 6 were previously addressed. 2. Initial Staff Comment (Third Referral, February 11, 2015): Comment addressed with regard to Proffer 7.A. With regard to Proffer 7.C, DTCI recommends that the language be revised to clarify when the crosswalk construction and signal modification to include pedestrian signalization will occur. The sentence structure and wording in Lines 1-5 is unclear. Applicant s Response (April 27, 2015): Language clarified. Comment Status: Comment addressed. 4. Initial Staff Comment (Third Referral, February 11, 2015): DTCI continues to recommend that the CDP be revised to account for the proposed stormwater pond improvement associated with the County s Waxpool Road/Pacific Boulevard Intersection improvement project and its impact on the right-in/right-out access point into the property. Applicant s Response (April 27, 2015): The subject pond is part of a totally separate County project. The Applicant chooses not to address this issue as part of this application. Comment Status: Comment not addressed with respect to the CDP depicting the proposed stormwater pond improvement associated with the County s Waxpool Road/Pacific Boulevard Intersection improvement project (per CRCP 2014-0003) and its impact on the right-in/right-out access point into the property. New Comments The following additional comments are noted based on review of the materials provided to DTCI with this fourth referral: A-54

ZCPA 2013-0002 & ZMAP 2015-0005 Dulles 28 Centre DTCI Fourth Referral Comments June 24, 2015 Page 3 7. DTCI notes that the Applicant s Traffic Memo states that the one acre property associated with ZMAP 2015-0005 will be rezoned to PD-CC-CC. DTCI notes that ZMAP 2015-0005 proposes to remap the one-acre parcel to PD-CC-RC. While this will not adversely impact the review of the trip generation memo, this correction should be made to the trip generation memo. 8. Based on the March 11, 2015 email sent to DTCI Staff from the Applicant s representative, it states that the use of the land to be rezoned (i.e. the one acre PD-IP parcel) will be for parking only. If this is the case, Staff recommends that the Applicant s SOJ, draft proffer statement, Trip Generation Memo and CDP be revised accordingly. 9. As stated in the Applicant s Traffic Memo, the existing Dulles 28 Centre development caps the amount of square footage that may be built in the landbays adjoining the one-acre parcel that is to be rezoned to PD-CC-RC. The Applicant states that although they are adding land area that will be subject to the ZCPA application, they are not increasing the building square footage. To that end, DTCI recommends that the draft proffer statement be revised to clearly state the maximum square footage permitted and that Applicant is not increasing the amount of floor area ratio that is currently capped with the Dulles 28 Centre development proffer statement. 10. DTCI recommends that the Applicant revise the Site Tabulations Table on Sheet 1 and the label on Sheet 4 of the plan set pointing to the one-acre parcel to be rezoned PD-CC-RC to state the maximum square footage permitted and that clarify that the Applicant is not increasing the amount of floor area ratio that is already capped and permitted to be built on the property with the existing Dulles 28 Centre development proffer statement. 11. Regarding draft Proffer 9, DTCI recommends that the proffer be revised to state that the bicycle racks required by this proffer shall be designed in conformance with the criteria shown in the latest AASHTO guidelines for bicycle facilities and shown on a site plan for each building constructed in Landbays A1 and A2, prior to site plan approval. Conclusion Upon resolution of Comment 4 and Comments 7 through 11 noted above, DTCI would have no objection to the approval of these applications. DTCI is available to meet with the Applicant to discuss the comments noted in this referral. ATTACHMENT 1. Trip Generation Memo dated June 16, 2015 cc: Kathleen Leidich, Assistant Director, DTCI Lou Mosurak, Senior Coordinator, DTCI Mark Hoffman, Civil Engineer, DTCI A-55

M EM O R A N DU M June 16,2015 TO : FR: RE: BobBrow n Lou Canonico Trip G eneration M em o Dulles 28Centre PD-IP ParcelRezoning ZM AP-2015-0005 The applicant is proposing to rezone this one acre parcel from PD-IP under the Revised 1993 Zoning O rdinance to PD-CC-CC. The purpose of this rezoning is to incorporate this land areainto the existing Dulles 28Centre projectw hich com pletelysurrounds this property. Under the current PD-IP zoning,the use w hich w ould generate the highest trip counts w ould be office use. Below is atable w hich show s the possible trip generation ifthis site w as developed separatelyfor office use: T ripgenerationr ates 10,900 S F O ffice (0.25FAR ) 17,500 S F O ffice (0.4 FA R ) DailyRate:11.03/1000SF 121 Trips 193Trips AM Peak H ourrate:1.56/1000sf 17Trips 28Trips PM Peak H ourrate:1.49/1000sf 17Trips 26Trips The existing Dulles 28 Centre project,byproffer,has capped the am ount ofsquare footage that can be built in the landbays adjoining this site. Through proffers subm itted w ith the rezoning (copyattached), the applicantis proffering to notincrease the am ountofbuilding square footage thatcan be builton the adjoining landbays,even though land areais being added. Therefore,based on this rezoning and its accom panying proffers,the total am ount of traffic that could have been generated by this com bined land areais actuallydecreasing.this w illprove to be abenefitto the regionalroad netw ork in this area. LC/dm l cc: M archantschneider RoryToth ATTACHMENT 1 A-56

Attachment 1d A-57

GREGORY A. WHIRLEY COMMISSIONER DEPARTMENT OF TRANSPORTATION 4975 Alliance Drive Fairfax, VA 22030 September 30, 2013 R. Marchant Schneider, C.Z.O. County of Loudoun Department of Planning MSC#62 1 Harrison Street, S.E. P.O. Box 7000 Leesburg, Virginia 20177-7000 Re: Dulles 28 Centre Loudoun County Application Number ZCPA 2013-0002 Dear Mr. Schneider: We have reviewed the above application as requested in your June 18, 2013 transmittal (received June 25, 2013). We have no objection to approval of this application. If you have any questions, please call me at (703) 259-2422. Sincerely, Thomas B. VanPoole, P.E. Area Land Use Engineer cc: Imad Salous, P.E. Attachment 1e A-58

July 9, 2013 Mr. Marchant Schneider Department of Building and Development 1 Harrison Street, S.E. P. O. Box 7000 Leesburg, Virginia 20177-7000 Re: ZCPA-2013-0002, Dulles 28 Centre Dear Mr. Schneider: Loudoun Water has reviewed the referenced referral application. comments are provided for your use: The following 1. Should offsite easements be required to extend public water and/or sanitary sewer to this site, the applicant shall be responsible for acquiring such easements and dedicating them to the Authority at no cost to the County or to the Authority. 2. Public water and sanitary sewer service would be contingent upon the developer's compliance with the Authority's Statement of Policy; Rates, Rules and Regulations; and Design Standards. Should you have any questions, please do not hesitate to contact me. Sincerely, Julie Atwell Engineering Administrative Specialist Attachment 1f A-59

June 12, 2015 Mr. Marchant Schneider Department of Planning 1 Harrison Street, S.E. P. O. Box 7000 Leesburg, Virginia 20177-7000 Re: ZCPA-2013-0002; Dulles 28 Centre ZMAP-2015-0005; Dulles 28 Centre Dear Mr. Schneider: Loudoun Water has reviewed the referenced referral application and offers no objection to its approval. Should offsite easements be required to extend public water and/or sanitary sewer to this site, the applicant shall be responsible for acquiring such easements and dedicating them to the Authority at no cost to the County of to the Authority. Public water and sewer service would be contingent upon the developer s compliance with the Authority s Statement of Policy; Rates, Rules and Regulations; and Design Standards. Should you have any questions, please do not hesitate to contact me. Sincerely, Julie Atwell Engineering Administrative Specialist A-60

Loudoun County, Virginia Department of Fire, Rescue and Emergency Management 801 Sycolin Road, Suite 200 Leesburg, VA 20175 Phone 703-777-0333 Fax 703-771-5359 Memorandum To: Marchant Schneider, Project Manager From: Maria Figueroa Taylor, Fire-Rescue Planner Date: August 8, 2013 Subject: Dulles 28 Centre ZCPA 2013-0002 Thank you for the opportunity to review the above captioned application. The Fire and Rescue Planning Staff has no comments. If you have any questions or need additional information, please contact me at 703-777-0333. c: Project file Teamwork * Integrity * Professionalism * Service Attachment 1g A-61

A-62

From: Bailey, Robyn Sent: Thursday, July 25, 2013 12:25 PM To: schneider, marchant Cc: Rizer, Buddy Subject: Dulles 28 ZCPA 2013-0002 The Department of Economic Development supports this application. Robyn Bailey Manager Business Infrastructure Loudoun County Department of Economic Development 1 Harrison Street MSC063 Leesburg, VA 20175 703-777-0324 Attachment 1h A-63

From: Sent: To: Cc: Subject: schneider, marchant Wednesday, May 27, 2015 5:42 PM Rizer, Buddy; Salinas, Michael Lanham, Karen; McConnell, Katie; schneider, marchant RE: DED review of ZCPA 2013-0002, ZMAP 2015-0005 DULLES 28 CENTRE Buddy and Miguel: Please see the attached referral memo regarding Dulles 28 Centre. Robyn Bailey did not comment on the first submission of the application. The Applicant has added a zoning map amendment application (ZMAP-2015-0005). In-lieu of a hard copy of the application materials, if you could please review the documents on LOLA and provide comment as necessary: www.loudoun.gov/lola, search ZCPA-2013-0002. The documents referenced on the referral memo are listed on LOLA as follows: APP RESPONSE3 04-27-15 SUBMISSION4 PROFFER 04-27-15 SUBMISSION4 PROFFER_REDLINE SUBMISSION4 SOJ 04-17-15 SUBMISSION4 PLAT 03-31-15 No date for a public hearing has been set. Thanks for your assistance. Please let me know if you have questions! Marchant -------------------------------------------- Marchant Schneider Senior Planner, Land Use Review Loudoun County Department of Planning and Zoning P.O. Box 7000, MSC #62 Leesburg, Virginia 20177-7000 (o) 703.777.0246 (f) 703.777.0441 marchant.schneider@loudoun.gov A-64

COUNTY OF LOUDOUN, VIRGINIA DEPARTMENT OF ECONOMIC DEVELOPMENT MEMORANDUM DATE: July 2, 2015 TO: FROM: THRU: Marchant Schneider, Planner, Department of Planning and Zoning Buddy Rizer, Director, Department of Economic Development Karen Lanham, Real Estate Intelligence Manager, Department of Economic Development SUBJECT: ZMAP-2015-0005 Dulles 28 Center ZCPA-2013-0002 Dulles 28 Center The Department of Economic Development (DED) is responding to a request from the Department of Planning and Zoning for referral review of the proposed Dulles 28 Center Zoning Map Amendment (ZMAP) and Zoning Concept Plan Amendment (ZCPA) to previously approved application ZCPA-2007-0003. The current ZCPA application seeks to modify and/or clarify the concept development plan and several proffers previously approved with ZCPA-2007-0003. The proposed concept development plan divides Landbay A into Landbays A1 and A2. The revised proffers clarify that any office use in Landbay A and A1 shall be a minimum of four stories and that hotel uses west of Pacific Boulevard will be restricted to Landbays A1 and A2. DED is supportive of locating the higher density office and hotel uses in Landbays A1 and A2, which are located adjacent to Route 625 and Pacific Boulevard and have high visibility, and are compatible with the AOL campus buildings located south of Route 625. ZMAP-2015-0005 seeks to rezone a one acre outparcel to PD-CC-RC, which is the most similar zoning district to the existing PD-CH zoning for Dulles 28 Center. DED is supportive of rezoning this outparcel. The remaining proffer revisions relate to stormwater management, low impact development measures, tree conservation and reforestation, and site amenities. DED has no comment on these proffer revisions. A-65

COUNTY OF LOUDOUN PARKS, RECREATION AND COMMUNITY SERVICES REFERRAL MEMORANDUM To: Marchant Schneider, Project Manager, Planning Department (MSC #62) From: Mark A. Novak, Chief Park Planner, Facilities Planning and Development (MSC #78) CC: Diane Ryburn, Director Steve Torpy, Deputy Director Karen Sheets, Deputy Director James Potter, Chairman, Park Board, Algonkian District James Bumgarner, Park Board, Broad Run District Derek Irelan, PROS Board, Open Space Member Kenneth B. Scott, PROS Board, Open Space Member Date: August 17, 2013 Subject: ZCPA 2013-0002 Dulles 28 Centre Election District: Broad Run Sub Planning Area: Ashburn MCPI # 043-16-9304, 043-17-2630, 043-17-57780, 043-17-80990, 043-19-3414, 043-19-5918, 043-27-3683, 043-27-57280, 043-27-4656, 043-37-2508 BACKGROUND: The Properties are located on the north side of Waxpool Road (Route 625), west of Route 28, and south of the W&OD Trail. The sites are located in the Suburban Policy Area within the Broad Run Election District. The Applicant is requesting A Zoning Concept Plan Amendment to ZCPA 2007-0003 to modify the language contained in the proffers offered with ZCPA 2007-0003 with regard to: 1) the timing of the construction and height of office buildings in Land Bays A & B of the CDP; 2) clarifying the timing of the reconstruction of the existing stormwater management pond and civic uses and 3) and clarifying the reforestation of the Tree Conservation Area. CONCLUSION: PRCS has reviewed the referenced application and does not offer any objection to the approval of this application as presented. However, defers to other referral agencies comments. If you have any questions or concerns regarding these comments, please do not hesitate to contact me at 703-737-8992 or mark.novak@loudoun.gov. Attachment 1i A-66

From: Novak, Mark Sent: Wednesday, July 15, 2015 4:06 PM To: schneider, marchant Subject: Dulles 28 Center - Referral ZCPA 2013-0002, ZMAP 2015-0005 Marchant, PRC S has reviewed the referenced referral and did not see anything that related to PRCS. Based on this I defer to community planning for comments. This email will serve as PRCS comments. Very Respectfully, Mark A. Novak, ASLA Chief Park Planner Facilities Planning & Development Loudoun County of Loudoun Department of Parks, Recreation and Community Services 20145 Asbrook Place, Suite 170 Ashburn, Virginia 20147 703.737.8992 mark.novak@loudoun.gov A-67

From: Sent: To: Subject: DAN IGLHAUT <DIGLHAUT@nvrpa.org> Friday, July 19, 2013 3:21 PM schneider, marchant ZCPA-2013-0002 Dulles 28 Centre Marchant, We have reviewed the application referenced above and do not have any comments. Thank you for the opportunity to provide comments. Dan Iglhaut Land Manager Northern Virginia Regional Park Authority 5400 Ox Road Fairfax Station, VA 22039 703-359-4628 diglhaut@nvrpa.org www.nvrpa.org Attachment 1j A-68

DU L L ES 28CEN T R E CO N CEP T P L A N A M EN DM EN T A N D ZO N IN G M A P A M EN DM EN T S T A T EM EN T O FJU S T IFICAT IO N ZCP A 2013-0002 ZM A P 2015-0005 ZO N IN G O R DIN AN CEM O DIFICAT IO N S N ovem ber13,2015 P R O JECT : Du les28 Centre isam ixed use developm ent located in the northw est quadrant ofthe R t. 28/W axpoolr oad intersection. T helatestapproved ZCP A had acounty filenum berofzcp A 2007-0003. T heapplicantoffered aprofferstatem entw iththatapplication. P R O P O S A L :T hecurrentzcp A applicationseekstom odifythelanguagecontainedincertainoftheproffers offered w ith ZCP A 2007-0003 w ith regard to: 1) the tim ing ofthe construction and height ofoffice buildingsinl andbaysa andb ofthecdp ;2)clarifyingthetim ingofthereconstructionofthelargeexisting storm w aterm anagem ent pond and civic useslocated in the subject site area; and,3) clarifying the reforestation ofthe T ree Conservation Area. T he ZM AP seeksto rezone aone (1) acre outparcel com pletely surrounded by thecurrently zoneddu les28 Centre. Asoriginaly w ritten,p roffers3.b.and C.w ould have required that before any office building orhotel could be builtin the portion ofthe projectidentified as L and bay B,an office building orhotelw ould have had to been constructed in L and bay A.T he applicantisrequestingthatthese proffersbem odified ordeleted such thatthey have the flexibility to constructoffice buildingsand hotelin L and bay B atany tim ew ithouthavingtofirstconstructanofficebuildingorhotelinl andbay A.T heapplicantbelievesthis w asan oversightasthe construction ofcom m ercialoffice buildingshasalw aysbeen encouraged in this area.t he Applicant also requeststhat the requirem ent ofam inim um fourstory office building only be m aintained inl and Bay A southoftheentranceoffp acificboulevardatcolum biap lace. Asw ritten,p roffer4.a.isthe subject ofdisagreem ent w ith S taff.t he applicant isrequesting that this profferbe revised so asto m ake it clearthat the pond reconstruction doesnot need to occuruntil developm entoccursinl and bay A andonground thatdrainsdirectly tothatpond. T he applicant isalso requesting slight m odification to P roffer7.c.to m ake it clearthat these proffers becom e operative w hen the large pond ism odified and w hen developm entoccurson L and bay A.T he applicant believesthatthisw asthe originalintentofthose proffers;how ever,the finallanguage ofthe proffersasapproved did notclearly transm itthisintent. Finaly the applicantisrequesting aslightm odification to P roffer10 to clarify how the tree replacem ent inthe T reeconservationand R eforestationarea iscalculated. T herefore,on conceptplansapproved priorto 2007,thisareaw asnotshow n asbeing partofany land bay foruse purposes. T he 2007-0003 ZCP A m ade the vacated portion ofthe Com m ercialdrive right-ofw ay part ofthe land bay south ofcom m ercialdrive and east ofp acificboulevard,w hich alow sretail, com m ercialandhoteluses. W iththisapplication,theapplicantisrevisingtheconceptplansoastoalow thisvacatedr O W tobepartofeitherthesouthernornorthernlandbay,thereby addingautodealerships and/orauto related servicesaspossible usesforthisarea. In addition,the applicant hasm ade aslight Attachment 2 A-69

m odification to the concept plan (sheet 4) itself. P riorto the 2007-0003 ZCP A,the right-of-w ay of Com m ercialdriveextended althew ay tor oute28. In addition,the proffershave been m odified based on the renam ingofl and bay A to L and baysa1 and A2. In addition,the proposed ZM AP seeksto rezoneaone(1)acreoutparcelcurrently zoned P D-IP to a zoningdistrictunderther evised1993 ZoningO rdinancethatism ostcom patiblew iththeexistingp D-CH zoning on the balance ofthe Du les28 Centre,such that thisparcelcan be integrated into the overal Du les28 Centredevelopm entinthisarea. JU S T IFICA T IO N :T he applicant isseeking these profferam endm entsand feelsthey are justified forthe folow ingreasons: P roffers3.b.& C Asw rittentheproffersrequiretw othings:1)thatanofficeorhotelbuildingbeconstructedinl andbay A priortoany officeorhotelbuildingbeingconstructedinl andbay B and2)thatany officebuildingbuiltin L and bay A and L and Bay B be at least fourstoriesin height. Given the county sstated interest in encouraging com m ercialdevelopm entin the R oute 28 Corridorand given currentm arketconditionsfor m id-riseofficebuildings,theapplicantisdesirousof:1)openingupl andbay B totheconstructionoflow rise office orhotelbuildingsw ithout the pre-requisite obligation to build in L and Bay A first and 2) rem ovingthefourstoryrequirem entforofficeconstructionunlessit isinl andbaya southoftheentrance w ith Colum biap lace.t hischange w ilnotaffectthe totalam ountofsquare footage thatcan be builton thesite. P roffer4.a T hisproffercom m itstheapplicanttoupgradingthelargeexistingstorm w aterm anagem entpondon-site at som e point during the developm ent. T hispond islocated in L and bay A.T he profferasstated is conflictingasthere are portionsofl and bay B thatdo notdrain naturaly to thislarge pond;ratherthey drain to the w est acrossthe golfcourse and aw ay from thispond.t he Applicant isrequesting that this profferberevised toclarify thatthelargepond doesnothavetobeupgraded untildevelopm entinl and bay A,w hich drainsnaturaly to the large pond,occurs. T hisw asthe originalintent ofthisproffer; how ever,the originallanguage ofthe profferw asnotclear.t he applicantunderstandsand acceptsthat alrequired storm w aterm anagem ent and BM P requirem entsforareasnot draining to the large pond m ustbem et. P roffers7.c P roffer 7.C. requires the instalation of a cross w alk and pedestrian signal at the P acific Boulevard/Colum biap lace intersection.t hisintersection occursatthe m iddle ofl and bay A.U ntilsuch tim e asl and bay A isdeveloped,there isno pedestrian system on the w estside ofthisintersection and thusnoreasonforpeopletocrossthestreetatthislocation.t heapplicantisrequestingaprofferchange interm softhetim ingoftheinstalationofthisim provem entsuchthatitoccursw henactualdevelopm ent occursonl and bay A and theneed forsuchafacility exists. P roffer10 T he intentofp roffer10 w asto establish a T ree Conservation and R eforestation Area along an areaof m oderatelysteepslopestow ardstherearofl andbayb.w hilethisareaiscurrentlyvegetated,thedensity ofthe existingvegetationm ay notbesuch asto protectthe sloped area.t heonly changeto thisproffer isaslightw ording change so thatitisclearthatthe density oftreesisbased on the T ree Conservation A-70

and R eforestation Area and notthe entire lotarea.t hisw asclearly the intentofthe originalproffer.it w ould notbepossibletoplanttreesatthestated density based ontheentiresitearea. ZCP A R evision Asstatedabove,thevacatedright-of-w ayforcom m ercialdrivew asnotincludedineitherlandbaybefore the2007zcp A.O ncetheright-of-w ayw asvacated,itw asincludedinthesouthernlandbayin2007zcp A. S ince thattim e,ithasbecom e apparentthatby including itin the southern land bay,the potentialuses forthisareahavebecom elim itedduetosurroundingdevelopm ent. Inordertoalow agreaterflexibility ofusesform arketing purposesand in orderto insure that the ultim ate use ofthisareaisindeed com patible w ith adjoining uses,the applicant isrequesting that thisareabe deem ed suitable forauto dealership and auto service related usesin addition to the usespreviously approved. T hisw ilm ake the potentialusesforthisareanotonly com patiblew iththe southernland bay butthe northernland bay as w el. ZM AP T he one acre outparcelhasneverbeen part ofdu les28 Centre. T hisrezoning w ilfu ly integrate this parcelinto theoveraland surroundingdevelopm ent. S incetheexistingdu les28 Centrerem ainsunder the1972 ZoningO rdinanceandsincetheapplicantcannotrezonetothatordinance,theproposedp D-CC- R C districtisthedistrictinther evised1993 ZoningO rdinancem ostcom patiblew iththesurroundingp D- CH zoning district. T he applicant isintegrating thisparceland w ilm ake it subject to alofthe proffer com m itm entsofthe adjoining Du les28 Centre. How ever,the applicant isnot seeking an increase in alow able FAR forthisportion ofdu les28 Centre. T herefore,rezoning thisparcelw ilnot increase the developm entlevelinthedu les28 Centreabovew hatcancurrently bebuilt. Asthisproperty isunderthe1972 ZoningO rdinance,m attersforconsiderationareoutlined Art.1208 of thatordinance.s incethisapplicationdoesnotchangethedensity orintensityofusesthatw ereapproved underzcp A 2007-0003 w herethesem attersw ereconsidered,thisproposalw ould continueto m eetthe m attersforconsiderationasdeterm ined by theapprovalofthatand otherpreviousapplications. ZO N IN G O R DIN AN CEM O DIFICAT IO N S : M odificationstop D-CC-R C district,r evised1993 ZoningO rdinance. S ection4-202(d) R educem inim um districtsizetoone(1)acre S ection4-205(c)(1)(4) R educeparkingsetbackfrom publicroad to35 S ection4-205(c)(3) -R educesetbackfrom othernon-residentialdistrictsto0 JU S T IFICA T IO N : S o asto alow the rezoned parcelto be fu ly integrated into the surrounding P D-CH developm ent. A-71

DU L L ES 28CEN T R E CO N CEP T P L A N A M EN DM EN T A N D ZO N IN G M A P A M EN DM EN T S T A T EM EN T O FJU S T IFICAT IO N ZCP A 2013-0002 ZM A P 2015-0005 ZO N IN G O R DIN AN CEM O DIFICAT IO N S N ovem ber13,2015 P R O JECT : Du les28 Centre isam ixed use developm ent located in the northw est quadrant ofthe R t. 28/W axpoolr oad intersection. T helatestapproved ZCP A had acounty filenum berofzcp A 2007-0003. T heapplicantoffered aprofferstatem entw iththatapplication. P R O P O S A L :T hecurrentzcp A applicationseekstom odifythelanguagecontainedincertainoftheproffers offered w ith ZCP A 2007-0003 w ith regard to: 1) the tim ing ofthe construction and height ofoffice buildingsinl andbaysa andb ofthecdp ;2)clarifyingthetim ingofthereconstructionofthelargeexisting storm w aterm anagem ent pond and civic useslocated in the subject site area; and,3) clarifying the reforestation ofthe T ree Conservation Area. T he ZM AP seeksto rezone aone (1) acre outparcel com pletely surrounded by thecurrently zoneddu les28 Centre. Asoriginaly w ritten,p roffers3.b.and C.w ould have required that before any office building orhotel could be builtin the portion ofthe projectidentified as L and bay B,an office building orhotelw ould have had to been constructed in L and bay A.T he applicantisrequestingthatthese proffersbem odified ordeleted such thatthey have the flexibility to constructoffice buildingsand hotelin L and bay B atany tim ew ithouthavingtofirstconstructanofficebuildingorhotelinl andbay A.T heapplicantbelievesthis w asan oversightasthe construction ofcom m ercialoffice buildingshasalw aysbeen encouraged in this area.t he Applicant also requeststhat the requirem ent ofam inim um fourstory office building only be m aintained inl and Bay A southoftheentranceoffp acificboulevardatcolum biap lace. Asw ritten,p roffer4.a.isthe subject ofdisagreem ent w ith S taff.t he applicant isrequesting that this profferbe revised so asto m ake it clearthat the pond reconstruction doesnot need to occuruntil developm entoccursinl and bay A andonground thatdrainsdirectly tothatpond. T he applicant isalso requesting slight m odification to P roffer7.c.to m ake it clearthat these proffers becom e operative w hen the large pond ism odified and w hen developm entoccurson L and bay A.T he applicant believesthatthisw asthe originalintentofthose proffers;how ever,the finallanguage ofthe proffersasapproved did notclearly transm itthisintent. Finaly the applicantisrequesting aslightm odification to P roffer10 to clarify how the tree replacem ent inthe T reeconservationand R eforestationarea iscalculated. T herefore,on conceptplansapproved priorto 2007,thisareaw asnotshow n asbeing partofany land bay foruse purposes. T he 2007-0003 ZCP A m ade the vacated portion ofthe Com m ercialdrive right-ofw ay part ofthe land bay south ofcom m ercialdrive and east ofp acificboulevard,w hich alow sretail, com m ercialandhoteluses. W iththisapplication,theapplicantisrevisingtheconceptplansoastoalow thisvacatedr O W tobepartofeitherthesouthernornorthernlandbay,thereby addingautodealerships and/orauto related servicesaspossible usesforthisarea. In addition,the applicant hasm ade aslight A-72

m odification to the concept plan (sheet 4) itself. P riorto the 2007-0003 ZCP A,the right-of-w ay of Com m ercialdriveextended althew ay tor oute28. In addition,the proffershave been m odified based on the renam ingofl and bay A to L and baysa1 and A2. In addition,the proposed ZM AP seeksto rezoneaone(1)acreoutparcelcurrently zoned P D-IP to a zoningdistrictunderther evised1993 ZoningO rdinancethatism ostcom patiblew iththeexistingp D-CH zoning on the balance ofthe Du les28 Centre,such that thisparcelcan be integrated into the overal Du les28 Centredevelopm entinthisarea. JU S T IFICA T IO N :T he applicant isseeking these profferam endm entsand feelsthey are justified forthe folow ingreasons: P roffers3.b.& C Asw rittentheproffersrequiretw othings:1)thatanofficeorhotelbuildingbeconstructedinl andbay A priortoany officeorhotelbuildingbeingconstructedinl andbay B and2)thatany officebuildingbuiltin L and bay A and L and Bay B be at least fourstoriesin height. Given the county sstated interest in encouraging com m ercialdevelopm entin the R oute 28 Corridorand given currentm arketconditionsfor m id-riseofficebuildings,theapplicantisdesirousof:1)openingupl andbay B totheconstructionoflow rise office orhotelbuildingsw ithout the pre-requisite obligation to build in L and Bay A first and 2) rem ovingthefourstoryrequirem entforofficeconstructionunlessit isinl andbaya southoftheentrance w ith Colum biap lace.t hischange w ilnotaffectthe totalam ountofsquare footage thatcan be builton thesite. P roffer4.a T hisproffercom m itstheapplicanttoupgradingthelargeexistingstorm w aterm anagem entpondon-site at som e point during the developm ent. T hispond islocated in L and bay A.T he profferasstated is conflictingasthere are portionsofl and bay B thatdo notdrain naturaly to thislarge pond;ratherthey drain to the w est acrossthe golfcourse and aw ay from thispond.t he Applicant isrequesting that this profferberevised toclarify thatthelargepond doesnothavetobeupgraded untildevelopm entinl and bay A,w hich drainsnaturaly to the large pond,occurs. T hisw asthe originalintent ofthisproffer; how ever,the originallanguage ofthe profferw asnotclear.t he applicantunderstandsand acceptsthat alrequired storm w aterm anagem ent and BM P requirem entsforareasnot draining to the large pond m ustbem et. P roffers7.c P roffer 7.C. requires the instalation of a cross w alk and pedestrian signal at the P acific Boulevard/Colum biap lace intersection.t hisintersection occursatthe m iddle ofl and bay A.U ntilsuch tim e asl and bay A isdeveloped,there isno pedestrian system on the w estside ofthisintersection and thusnoreasonforpeopletocrossthestreetatthislocation.t heapplicantisrequestingaprofferchange interm softhetim ingoftheinstalationofthisim provem entsuchthatitoccursw henactualdevelopm ent occursonl and bay A and theneed forsuchafacility exists. P roffer10 T he intentofp roffer10 w asto establish a T ree Conservation and R eforestation Area along an areaof m oderatelysteepslopestow ardstherearofl andbayb.w hilethisareaiscurrentlyvegetated,thedensity ofthe existingvegetationm ay notbesuch asto protectthe sloped area.t heonly changeto thisproffer isaslightw ording change so thatitisclearthatthe density oftreesisbased on the T ree Conservation A-73

and R eforestation Area and notthe entire lotarea.t hisw asclearly the intentofthe originalproffer.it w ould notbepossibletoplanttreesatthestated density based ontheentiresitearea. ZCP A R evision Asstatedabove,thevacatedright-of-w ayforcom m ercialdrivew asnotincludedineitherlandbaybefore the2007zcp A.O ncetheright-of-w ayw asvacated,itw asincludedinthesouthernlandbayin2007zcp A. S ince thattim e,ithasbecom e apparentthatby including itin the southern land bay,the potentialuses forthisareahavebecom elim itedduetosurroundingdevelopm ent. Inordertoalow agreaterflexibility ofusesform arketing purposesand in orderto insure that the ultim ate use ofthisareaisindeed com patible w ith adjoining uses,the applicant isrequesting that thisareabe deem ed suitable forauto dealership and auto service related usesin addition to the usespreviously approved. T hisw ilm ake the potentialusesforthisareanotonly com patiblew iththe southernland bay butthe northernland bay as w el. ZM AP T he one acre outparcelhasneverbeen part ofdu les28 Centre. T hisrezoning w ilfu ly integrate this parcelinto theoveraland surroundingdevelopm ent. S incetheexistingdu les28 Centrerem ainsunder the1972 ZoningO rdinanceandsincetheapplicantcannotrezonetothatordinance,theproposedp D-CC- R C districtisthedistrictinther evised1993 ZoningO rdinancem ostcom patiblew iththesurroundingp D- CH zoning district. T he applicant isintegrating thisparceland w ilm ake it subject to alofthe proffer com m itm entsofthe adjoining Du les28 Centre. How ever,the applicant isnot seeking an increase in alow able FAR forthisportion ofdu les28 Centre. T herefore,rezoning thisparcelw ilnot increase the developm entlevelinthedu les28 Centreabovew hatcancurrently bebuilt. Asthisproperty isunderthe1972 ZoningO rdinance,m attersforconsiderationareoutlined Art.1208 of thatordinance.s incethisapplicationdoesnotchangethedensity orintensityofusesthatw ereapproved underzcp A 2007-0003 w herethesem attersw ereconsidered,thisproposalw ould continueto m eetthe m attersforconsiderationasdeterm ined by theapprovalofthatand otherpreviousapplications. ZO N IN G O R DIN AN CEM O DIFICAT IO N S : M odificationstop D-CC-R C district,r evised1993 ZoningO rdinance. S ection4-202(d) R educem inim um districtsizetoone(1)acre S ection4-205(c)(1)(4) R educeparkingsetbackfrom publicroad to35 S ection4-205(c)(3) -R educesetbackfrom othernon-residentialdistrictsto0 JU S T IFICA T IO N : S o asto alow the rezoned parcelto be fu ly integrated into the surrounding P D-CH developm ent. A-74

DU L L ES 28CEN T R E CO N CEP T P L A N A M EN DM EN T A N D ZO N IN G M A P A M EN DM EN T S T A T EM EN T O FJU S T IFICAT IO N ZCP A 2013-0002 ZM A P 2015-0005 ZO N IN G O R DIN AN CEM O DIFICAT IO N S N ovem ber13,2015 P R O JECT : Du les28 Centre isam ixed use developm ent located in the northw est quadrant ofthe R t. 28/W axpoolr oad intersection. T helatestapproved ZCP A had acounty filenum berofzcp A 2007-0003. T heapplicantoffered aprofferstatem entw iththatapplication. P R O P O S A L :T hecurrentzcp A applicationseekstom odifythelanguagecontainedincertainoftheproffers offered w ith ZCP A 2007-0003 w ith regard to: 1) the tim ing ofthe construction and height ofoffice buildingsinl andbaysa andb ofthecdp ;2)clarifyingthetim ingofthereconstructionofthelargeexisting storm w aterm anagem ent pond and civic useslocated in the subject site area; and,3) clarifying the reforestation ofthe T ree Conservation Area. T he ZM AP seeksto rezone aone (1) acre outparcel com pletely surrounded by thecurrently zoneddu les28 Centre. Asoriginaly w ritten,p roffers3.b.and C.w ould have required that before any office building orhotel could be builtin the portion ofthe projectidentified as L and bay B,an office building orhotelw ould have had to been constructed in L and bay A.T he applicantisrequestingthatthese proffersbem odified ordeleted such thatthey have the flexibility to constructoffice buildingsand hotelin L and bay B atany tim ew ithouthavingtofirstconstructanofficebuildingorhotelinl andbay A.T heapplicantbelievesthis w asan oversightasthe construction ofcom m ercialoffice buildingshasalw aysbeen encouraged in this area.t he Applicant also requeststhat the requirem ent ofam inim um fourstory office building only be m aintained inl and Bay A southoftheentranceoffp acificboulevardatcolum biap lace. Asw ritten,p roffer4.a.isthe subject ofdisagreem ent w ith S taff.t he applicant isrequesting that this profferbe revised so asto m ake it clearthat the pond reconstruction doesnot need to occuruntil developm entoccursinl and bay A andonground thatdrainsdirectly tothatpond. T he applicant isalso requesting slight m odification to P roffer7.c.to m ake it clearthat these proffers becom e operative w hen the large pond ism odified and w hen developm entoccurson L and bay A.T he applicant believesthatthisw asthe originalintentofthose proffers;how ever,the finallanguage ofthe proffersasapproved did notclearly transm itthisintent. Finaly the applicantisrequesting aslightm odification to P roffer10 to clarify how the tree replacem ent inthe T reeconservationand R eforestationarea iscalculated. T herefore,on conceptplansapproved priorto 2007,thisareaw asnotshow n asbeing partofany land bay foruse purposes. T he 2007-0003 ZCP A m ade the vacated portion ofthe Com m ercialdrive right-ofw ay part ofthe land bay south ofcom m ercialdrive and east ofp acificboulevard,w hich alow sretail, com m ercialandhoteluses. W iththisapplication,theapplicantisrevisingtheconceptplansoastoalow thisvacatedr O W tobepartofeitherthesouthernornorthernlandbay,thereby addingautodealerships and/orauto related servicesaspossible usesforthisarea. In addition,the applicant hasm ade aslight A-75

m odification to the concept plan (sheet 4) itself. P riorto the 2007-0003 ZCP A,the right-of-w ay of Com m ercialdriveextended althew ay tor oute28. In addition,the proffershave been m odified based on the renam ingofl and bay A to L and baysa1 and A2. In addition,the proposed ZM AP seeksto rezoneaone(1)acreoutparcelcurrently zoned P D-IP to a zoningdistrictunderther evised1993 ZoningO rdinancethatism ostcom patiblew iththeexistingp D-CH zoning on the balance ofthe Du les28 Centre,such that thisparcelcan be integrated into the overal Du les28 Centredevelopm entinthisarea. JU S T IFICA T IO N :T he applicant isseeking these profferam endm entsand feelsthey are justified forthe folow ingreasons: P roffers3.b.& C Asw rittentheproffersrequiretw othings:1)thatanofficeorhotelbuildingbeconstructedinl andbay A priortoany officeorhotelbuildingbeingconstructedinl andbay B and2)thatany officebuildingbuiltin L and bay A and L and Bay B be at least fourstoriesin height. Given the county sstated interest in encouraging com m ercialdevelopm entin the R oute 28 Corridorand given currentm arketconditionsfor m id-riseofficebuildings,theapplicantisdesirousof:1)openingupl andbay B totheconstructionoflow rise office orhotelbuildingsw ithout the pre-requisite obligation to build in L and Bay A first and 2) rem ovingthefourstoryrequirem entforofficeconstructionunlessit isinl andbaya southoftheentrance w ith Colum biap lace.t hischange w ilnotaffectthe totalam ountofsquare footage thatcan be builton thesite. P roffer4.a T hisproffercom m itstheapplicanttoupgradingthelargeexistingstorm w aterm anagem entpondon-site at som e point during the developm ent. T hispond islocated in L and bay A.T he profferasstated is conflictingasthere are portionsofl and bay B thatdo notdrain naturaly to thislarge pond;ratherthey drain to the w est acrossthe golfcourse and aw ay from thispond.t he Applicant isrequesting that this profferberevised toclarify thatthelargepond doesnothavetobeupgraded untildevelopm entinl and bay A,w hich drainsnaturaly to the large pond,occurs. T hisw asthe originalintent ofthisproffer; how ever,the originallanguage ofthe profferw asnotclear.t he applicantunderstandsand acceptsthat alrequired storm w aterm anagem ent and BM P requirem entsforareasnot draining to the large pond m ustbem et. P roffers7.c P roffer 7.C. requires the instalation of a cross w alk and pedestrian signal at the P acific Boulevard/Colum biap lace intersection.t hisintersection occursatthe m iddle ofl and bay A.U ntilsuch tim e asl and bay A isdeveloped,there isno pedestrian system on the w estside ofthisintersection and thusnoreasonforpeopletocrossthestreetatthislocation.t heapplicantisrequestingaprofferchange interm softhetim ingoftheinstalationofthisim provem entsuchthatitoccursw henactualdevelopm ent occursonl and bay A and theneed forsuchafacility exists. P roffer10 T he intentofp roffer10 w asto establish a T ree Conservation and R eforestation Area along an areaof m oderatelysteepslopestow ardstherearofl andbayb.w hilethisareaiscurrentlyvegetated,thedensity ofthe existingvegetationm ay notbesuch asto protectthe sloped area.t heonly changeto thisproffer isaslightw ording change so thatitisclearthatthe density oftreesisbased on the T ree Conservation A-76

and R eforestation Area and notthe entire lotarea.t hisw asclearly the intentofthe originalproffer.it w ould notbepossibletoplanttreesatthestated density based ontheentiresitearea. ZCP A R evision Asstatedabove,thevacatedright-of-w ayforcom m ercialdrivew asnotincludedineitherlandbaybefore the2007zcp A.O ncetheright-of-w ayw asvacated,itw asincludedinthesouthernlandbayin2007zcp A. S ince thattim e,ithasbecom e apparentthatby including itin the southern land bay,the potentialuses forthisareahavebecom elim itedduetosurroundingdevelopm ent. Inordertoalow agreaterflexibility ofusesform arketing purposesand in orderto insure that the ultim ate use ofthisareaisindeed com patible w ith adjoining uses,the applicant isrequesting that thisareabe deem ed suitable forauto dealership and auto service related usesin addition to the usespreviously approved. T hisw ilm ake the potentialusesforthisareanotonly com patiblew iththe southernland bay butthe northernland bay as w el. ZM AP T he one acre outparcelhasneverbeen part ofdu les28 Centre. T hisrezoning w ilfu ly integrate this parcelinto theoveraland surroundingdevelopm ent. S incetheexistingdu les28 Centrerem ainsunder the1972 ZoningO rdinanceandsincetheapplicantcannotrezonetothatordinance,theproposedp D-CC- R C districtisthedistrictinther evised1993 ZoningO rdinancem ostcom patiblew iththesurroundingp D- CH zoning district. T he applicant isintegrating thisparceland w ilm ake it subject to alofthe proffer com m itm entsofthe adjoining Du les28 Centre. How ever,the applicant isnot seeking an increase in alow able FAR forthisportion ofdu les28 Centre. T herefore,rezoning thisparcelw ilnot increase the developm entlevelinthedu les28 Centreabovew hatcancurrently bebuilt. Asthisproperty isunderthe1972 ZoningO rdinance,m attersforconsiderationareoutlined Art.1208 of thatordinance.s incethisapplicationdoesnotchangethedensity orintensityofusesthatw ereapproved underzcp A 2007-0003 w herethesem attersw ereconsidered,thisproposalw ould continueto m eetthe m attersforconsiderationasdeterm ined by theapprovalofthatand otherpreviousapplications. ZO N IN G O R DIN AN CEM O DIFICAT IO N S : M odificationstop D-CC-R C district,r evised1993 ZoningO rdinance. S ection4-202(d) R educem inim um districtsizetoone(1)acre S ection4-205(c)(1)(4) R educeparkingsetbackfrom publicroad to35 S ection4-205(c)(3) -R educesetbackfrom othernon-residentialdistrictsto0 JU S T IFICA T IO N : S o asto alow the rezoned parcelto be fu ly integrated into the surrounding P D-CH developm ent. A-77

DU L L ES 28CEN T R E CO N CEP T P L A N A M EN DM EN T A N D ZO N IN G M A P A M EN DM EN T S T A T EM EN T O FJU S T IFICAT IO N ZCP A 2013-0002 ZM A P 2015-0005 ZO N IN G O R DIN AN CEM O DIFICAT IO N S N ovem ber13,2015 P R O JECT : Du les28 Centre isam ixed use developm ent located in the northw est quadrant ofthe R t. 28/W axpoolr oad intersection. T helatestapproved ZCP A had acounty filenum berofzcp A 2007-0003. T heapplicantoffered aprofferstatem entw iththatapplication. P R O P O S A L :T hecurrentzcp A applicationseekstom odifythelanguagecontainedincertainoftheproffers offered w ith ZCP A 2007-0003 w ith regard to: 1) the tim ing ofthe construction and height ofoffice buildingsinl andbaysa andb ofthecdp ;2)clarifyingthetim ingofthereconstructionofthelargeexisting storm w aterm anagem ent pond and civic useslocated in the subject site area; and,3) clarifying the reforestation ofthe T ree Conservation Area. T he ZM AP seeksto rezone aone (1) acre outparcel com pletely surrounded by thecurrently zoneddu les28 Centre. Asoriginaly w ritten,p roffers3.b.and C.w ould have required that before any office building orhotel could be builtin the portion ofthe projectidentified as L and bay B,an office building orhotelw ould have had to been constructed in L and bay A.T he applicantisrequestingthatthese proffersbem odified ordeleted such thatthey have the flexibility to constructoffice buildingsand hotelin L and bay B atany tim ew ithouthavingtofirstconstructanofficebuildingorhotelinl andbay A.T heapplicantbelievesthis w asan oversightasthe construction ofcom m ercialoffice buildingshasalw aysbeen encouraged in this area.t he Applicant also requeststhat the requirem ent ofam inim um fourstory office building only be m aintained inl and Bay A southoftheentranceoffp acificboulevardatcolum biap lace. Asw ritten,p roffer4.a.isthe subject ofdisagreem ent w ith S taff.t he applicant isrequesting that this profferbe revised so asto m ake it clearthat the pond reconstruction doesnot need to occuruntil developm entoccursinl and bay A andonground thatdrainsdirectly tothatpond. T he applicant isalso requesting slight m odification to P roffer7.c.to m ake it clearthat these proffers becom e operative w hen the large pond ism odified and w hen developm entoccurson L and bay A.T he applicant believesthatthisw asthe originalintentofthose proffers;how ever,the finallanguage ofthe proffersasapproved did notclearly transm itthisintent. Finaly the applicantisrequesting aslightm odification to P roffer10 to clarify how the tree replacem ent inthe T reeconservationand R eforestationarea iscalculated. T herefore,on conceptplansapproved priorto 2007,thisareaw asnotshow n asbeing partofany land bay foruse purposes. T he 2007-0003 ZCP A m ade the vacated portion ofthe Com m ercialdrive right-ofw ay part ofthe land bay south ofcom m ercialdrive and east ofp acificboulevard,w hich alow sretail, com m ercialandhoteluses. W iththisapplication,theapplicantisrevisingtheconceptplansoastoalow thisvacatedr O W tobepartofeitherthesouthernornorthernlandbay,thereby addingautodealerships and/orauto related servicesaspossible usesforthisarea. In addition,the applicant hasm ade aslight A-78

m odification to the concept plan (sheet 4) itself. P riorto the 2007-0003 ZCP A,the right-of-w ay of Com m ercialdriveextended althew ay tor oute28. In addition,the proffershave been m odified based on the renam ingofl and bay A to L and baysa1 and A2. In addition,the proposed ZM AP seeksto rezoneaone(1)acreoutparcelcurrently zoned P D-IP to a zoningdistrictunderther evised1993 ZoningO rdinancethatism ostcom patiblew iththeexistingp D-CH zoning on the balance ofthe Du les28 Centre,such that thisparcelcan be integrated into the overal Du les28 Centredevelopm entinthisarea. JU S T IFICA T IO N :T he applicant isseeking these profferam endm entsand feelsthey are justified forthe folow ingreasons: P roffers3.b.& C Asw rittentheproffersrequiretw othings:1)thatanofficeorhotelbuildingbeconstructedinl andbay A priortoany officeorhotelbuildingbeingconstructedinl andbay B and2)thatany officebuildingbuiltin L and bay A and L and Bay B be at least fourstoriesin height. Given the county sstated interest in encouraging com m ercialdevelopm entin the R oute 28 Corridorand given currentm arketconditionsfor m id-riseofficebuildings,theapplicantisdesirousof:1)openingupl andbay B totheconstructionoflow rise office orhotelbuildingsw ithout the pre-requisite obligation to build in L and Bay A first and 2) rem ovingthefourstoryrequirem entforofficeconstructionunlessit isinl andbaya southoftheentrance w ith Colum biap lace.t hischange w ilnotaffectthe totalam ountofsquare footage thatcan be builton thesite. P roffer4.a T hisproffercom m itstheapplicanttoupgradingthelargeexistingstorm w aterm anagem entpondon-site at som e point during the developm ent. T hispond islocated in L and bay A.T he profferasstated is conflictingasthere are portionsofl and bay B thatdo notdrain naturaly to thislarge pond;ratherthey drain to the w est acrossthe golfcourse and aw ay from thispond.t he Applicant isrequesting that this profferberevised toclarify thatthelargepond doesnothavetobeupgraded untildevelopm entinl and bay A,w hich drainsnaturaly to the large pond,occurs. T hisw asthe originalintent ofthisproffer; how ever,the originallanguage ofthe profferw asnotclear.t he applicantunderstandsand acceptsthat alrequired storm w aterm anagem ent and BM P requirem entsforareasnot draining to the large pond m ustbem et. P roffers7.c P roffer 7.C. requires the instalation of a cross w alk and pedestrian signal at the P acific Boulevard/Colum biap lace intersection.t hisintersection occursatthe m iddle ofl and bay A.U ntilsuch tim e asl and bay A isdeveloped,there isno pedestrian system on the w estside ofthisintersection and thusnoreasonforpeopletocrossthestreetatthislocation.t heapplicantisrequestingaprofferchange interm softhetim ingoftheinstalationofthisim provem entsuchthatitoccursw henactualdevelopm ent occursonl and bay A and theneed forsuchafacility exists. P roffer10 T he intentofp roffer10 w asto establish a T ree Conservation and R eforestation Area along an areaof m oderatelysteepslopestow ardstherearofl andbayb.w hilethisareaiscurrentlyvegetated,thedensity ofthe existingvegetationm ay notbesuch asto protectthe sloped area.t heonly changeto thisproffer isaslightw ording change so thatitisclearthatthe density oftreesisbased on the T ree Conservation A-79

and R eforestation Area and notthe entire lotarea.t hisw asclearly the intentofthe originalproffer.it w ould notbepossibletoplanttreesatthestated density based ontheentiresitearea. ZCP A R evision Asstatedabove,thevacatedright-of-w ayforcom m ercialdrivew asnotincludedineitherlandbaybefore the2007zcp A.O ncetheright-of-w ayw asvacated,itw asincludedinthesouthernlandbayin2007zcp A. S ince thattim e,ithasbecom e apparentthatby including itin the southern land bay,the potentialuses forthisareahavebecom elim itedduetosurroundingdevelopm ent. Inordertoalow agreaterflexibility ofusesform arketing purposesand in orderto insure that the ultim ate use ofthisareaisindeed com patible w ith adjoining uses,the applicant isrequesting that thisareabe deem ed suitable forauto dealership and auto service related usesin addition to the usespreviously approved. T hisw ilm ake the potentialusesforthisareanotonly com patiblew iththe southernland bay butthe northernland bay as w el. ZM AP T he one acre outparcelhasneverbeen part ofdu les28 Centre. T hisrezoning w ilfu ly integrate this parcelinto theoveraland surroundingdevelopm ent. S incetheexistingdu les28 Centrerem ainsunder the1972 ZoningO rdinanceandsincetheapplicantcannotrezonetothatordinance,theproposedp D-CC- R C districtisthedistrictinther evised1993 ZoningO rdinancem ostcom patiblew iththesurroundingp D- CH zoning district. T he applicant isintegrating thisparceland w ilm ake it subject to alofthe proffer com m itm entsofthe adjoining Du les28 Centre. How ever,the applicant isnot seeking an increase in alow able FAR forthisportion ofdu les28 Centre. T herefore,rezoning thisparcelw ilnot increase the developm entlevelinthedu les28 Centreabovew hatcancurrently bebuilt. Asthisproperty isunderthe1972 ZoningO rdinance,m attersforconsiderationareoutlined Art.1208 of thatordinance.s incethisapplicationdoesnotchangethedensity orintensityofusesthatw ereapproved underzcp A 2007-0003 w herethesem attersw ereconsidered,thisproposalw ould continueto m eetthe m attersforconsiderationasdeterm ined by theapprovalofthatand otherpreviousapplications. ZO N IN G O R DIN AN CEM O DIFICAT IO N S : M odificationstop D-CC-R C district,r evised1993 ZoningO rdinance. S ection4-202(d) R educem inim um districtsizetoone(1)acre S ection4-205(c)(1)(4) R educeparkingsetbackfrom publicroad to35 S ection4-205(c)(3) -R educesetbackfrom othernon-residentialdistrictsto0 JU S T IFICA T IO N : S o asto alow the rezoned parcelto be fu ly integrated into the surrounding P D-CH developm ent. A-80

DU L L ES 28CEN T R E CO N CEP T P L A N A M EN DM EN T A N D ZO N IN G M A P A M EN DM EN T S T A T EM EN T O FJU S T IFICAT IO N ZCP A 2013-0002 ZM A P 2015-0005 ZO N IN G O R DIN AN CEM O DIFICAT IO N S N ovem ber13,2015 P R O JECT : Du les28 Centre isam ixed use developm ent located in the northw est quadrant ofthe R t. 28/W axpoolr oad intersection. T helatestapproved ZCP A had acounty filenum berofzcp A 2007-0003. T heapplicantoffered aprofferstatem entw iththatapplication. P R O P O S A L :T hecurrentzcp A applicationseekstom odifythelanguagecontainedincertainoftheproffers offered w ith ZCP A 2007-0003 w ith regard to: 1) the tim ing ofthe construction and height ofoffice buildingsinl andbaysa andb ofthecdp ;2)clarifyingthetim ingofthereconstructionofthelargeexisting storm w aterm anagem ent pond and civic useslocated in the subject site area; and,3) clarifying the reforestation ofthe T ree Conservation Area. T he ZM AP seeksto rezone aone (1) acre outparcel com pletely surrounded by thecurrently zoneddu les28 Centre. Asoriginaly w ritten,p roffers3.b.and C.w ould have required that before any office building orhotel could be builtin the portion ofthe projectidentified as L and bay B,an office building orhotelw ould have had to been constructed in L and bay A.T he applicantisrequestingthatthese proffersbem odified ordeleted such thatthey have the flexibility to constructoffice buildingsand hotelin L and bay B atany tim ew ithouthavingtofirstconstructanofficebuildingorhotelinl andbay A.T heapplicantbelievesthis w asan oversightasthe construction ofcom m ercialoffice buildingshasalw aysbeen encouraged in this area.t he Applicant also requeststhat the requirem ent ofam inim um fourstory office building only be m aintained inl and Bay A southoftheentranceoffp acificboulevardatcolum biap lace. Asw ritten,p roffer4.a.isthe subject ofdisagreem ent w ith S taff.t he applicant isrequesting that this profferbe revised so asto m ake it clearthat the pond reconstruction doesnot need to occuruntil developm entoccursinl and bay A andonground thatdrainsdirectly tothatpond. T he applicant isalso requesting slight m odification to P roffer7.c.to m ake it clearthat these proffers becom e operative w hen the large pond ism odified and w hen developm entoccurson L and bay A.T he applicant believesthatthisw asthe originalintentofthose proffers;how ever,the finallanguage ofthe proffersasapproved did notclearly transm itthisintent. Finaly the applicantisrequesting aslightm odification to P roffer10 to clarify how the tree replacem ent inthe T reeconservationand R eforestationarea iscalculated. T herefore,on conceptplansapproved priorto 2007,thisareaw asnotshow n asbeing partofany land bay foruse purposes. T he 2007-0003 ZCP A m ade the vacated portion ofthe Com m ercialdrive right-ofw ay part ofthe land bay south ofcom m ercialdrive and east ofp acificboulevard,w hich alow sretail, com m ercialandhoteluses. W iththisapplication,theapplicantisrevisingtheconceptplansoastoalow thisvacatedr O W tobepartofeitherthesouthernornorthernlandbay,thereby addingautodealerships and/orauto related servicesaspossible usesforthisarea. In addition,the applicant hasm ade aslight A-81

m odification to the concept plan (sheet 4) itself. P riorto the 2007-0003 ZCP A,the right-of-w ay of Com m ercialdriveextended althew ay tor oute28. In addition,the proffershave been m odified based on the renam ingofl and bay A to L and baysa1 and A2. In addition,the proposed ZM AP seeksto rezoneaone(1)acreoutparcelcurrently zoned P D-IP to a zoningdistrictunderther evised1993 ZoningO rdinancethatism ostcom patiblew iththeexistingp D-CH zoning on the balance ofthe Du les28 Centre,such that thisparcelcan be integrated into the overal Du les28 Centredevelopm entinthisarea. JU S T IFICA T IO N :T he applicant isseeking these profferam endm entsand feelsthey are justified forthe folow ingreasons: P roffers3.b.& C Asw rittentheproffersrequiretw othings:1)thatanofficeorhotelbuildingbeconstructedinl andbay A priortoany officeorhotelbuildingbeingconstructedinl andbay B and2)thatany officebuildingbuiltin L and bay A and L and Bay B be at least fourstoriesin height. Given the county sstated interest in encouraging com m ercialdevelopm entin the R oute 28 Corridorand given currentm arketconditionsfor m id-riseofficebuildings,theapplicantisdesirousof:1)openingupl andbay B totheconstructionoflow rise office orhotelbuildingsw ithout the pre-requisite obligation to build in L and Bay A first and 2) rem ovingthefourstoryrequirem entforofficeconstructionunlessit isinl andbaya southoftheentrance w ith Colum biap lace.t hischange w ilnotaffectthe totalam ountofsquare footage thatcan be builton thesite. P roffer4.a T hisproffercom m itstheapplicanttoupgradingthelargeexistingstorm w aterm anagem entpondon-site at som e point during the developm ent. T hispond islocated in L and bay A.T he profferasstated is conflictingasthere are portionsofl and bay B thatdo notdrain naturaly to thislarge pond;ratherthey drain to the w est acrossthe golfcourse and aw ay from thispond.t he Applicant isrequesting that this profferberevised toclarify thatthelargepond doesnothavetobeupgraded untildevelopm entinl and bay A,w hich drainsnaturaly to the large pond,occurs. T hisw asthe originalintent ofthisproffer; how ever,the originallanguage ofthe profferw asnotclear.t he applicantunderstandsand acceptsthat alrequired storm w aterm anagem ent and BM P requirem entsforareasnot draining to the large pond m ustbem et. P roffers7.c P roffer 7.C. requires the instalation of a cross w alk and pedestrian signal at the P acific Boulevard/Colum biap lace intersection.t hisintersection occursatthe m iddle ofl and bay A.U ntilsuch tim e asl and bay A isdeveloped,there isno pedestrian system on the w estside ofthisintersection and thusnoreasonforpeopletocrossthestreetatthislocation.t heapplicantisrequestingaprofferchange interm softhetim ingoftheinstalationofthisim provem entsuchthatitoccursw henactualdevelopm ent occursonl and bay A and theneed forsuchafacility exists. P roffer10 T he intentofp roffer10 w asto establish a T ree Conservation and R eforestation Area along an areaof m oderatelysteepslopestow ardstherearofl andbayb.w hilethisareaiscurrentlyvegetated,thedensity ofthe existingvegetationm ay notbesuch asto protectthe sloped area.t heonly changeto thisproffer isaslightw ording change so thatitisclearthatthe density oftreesisbased on the T ree Conservation A-82

and R eforestation Area and notthe entire lotarea.t hisw asclearly the intentofthe originalproffer.it w ould notbepossibletoplanttreesatthestated density based ontheentiresitearea. ZCP A R evision Asstatedabove,thevacatedright-of-w ayforcom m ercialdrivew asnotincludedineitherlandbaybefore the2007zcp A.O ncetheright-of-w ayw asvacated,itw asincludedinthesouthernlandbayin2007zcp A. S ince thattim e,ithasbecom e apparentthatby including itin the southern land bay,the potentialuses forthisareahavebecom elim itedduetosurroundingdevelopm ent. Inordertoalow agreaterflexibility ofusesform arketing purposesand in orderto insure that the ultim ate use ofthisareaisindeed com patible w ith adjoining uses,the applicant isrequesting that thisareabe deem ed suitable forauto dealership and auto service related usesin addition to the usespreviously approved. T hisw ilm ake the potentialusesforthisareanotonly com patiblew iththe southernland bay butthe northernland bay as w el. ZM AP T he one acre outparcelhasneverbeen part ofdu les28 Centre. T hisrezoning w ilfu ly integrate this parcelinto theoveraland surroundingdevelopm ent. S incetheexistingdu les28 Centrerem ainsunder the1972 ZoningO rdinanceandsincetheapplicantcannotrezonetothatordinance,theproposedp D-CC- R C districtisthedistrictinther evised1993 ZoningO rdinancem ostcom patiblew iththesurroundingp D- CH zoning district. T he applicant isintegrating thisparceland w ilm ake it subject to alofthe proffer com m itm entsofthe adjoining Du les28 Centre. How ever,the applicant isnot seeking an increase in alow able FAR forthisportion ofdu les28 Centre. T herefore,rezoning thisparcelw ilnot increase the developm entlevelinthedu les28 Centreabovew hatcancurrently bebuilt. Asthisproperty isunderthe1972 ZoningO rdinance,m attersforconsiderationareoutlined Art.1208 of thatordinance.s incethisapplicationdoesnotchangethedensity orintensityofusesthatw ereapproved underzcp A 2007-0003 w herethesem attersw ereconsidered,thisproposalw ould continueto m eetthe m attersforconsiderationasdeterm ined by theapprovalofthatand otherpreviousapplications. ZO N IN G O R DIN AN CEM O DIFICAT IO N S : M odificationstop D-CC-R C district,r evised1993 ZoningO rdinance. S ection4-202(d) R educem inim um districtsizetoone(1)acre S ection4-205(c)(1)(4) R educeparkingsetbackfrom publicroad to35 S ection4-205(c)(3) -R educesetbackfrom othernon-residentialdistrictsto0 JU S T IFICA T IO N : S o asto alow the rezoned parcelto be fu ly integrated into the surrounding P D-CH developm ent. A-83

April 4, 2014 Mr. Marchant Schneider Loudoun County Department of Building and Development 1 Harrison Street, S.E. Leesburg, VA 20177 7000 RE: ZCPA 2013 0002, Dulles 28 Centre Dear Mr. Schneider: We are in receipt of review comments on the above referenced application. After reviewing these comments, we have made changes to the CDP and proffers where warranted. Copies of the revised CDP and proffers are enclosed herewith. Below is our point by point response to each comment. Loudoun Water Comment Letter dated July 9, 2013: 1. Should offsite easements be required to extend public water and/or sanitary sewer to this site, the applicant shall be responsible for acquiring such easements and dedicating them to the Authority at no cost to the County or the Authority. Acknowledged. 2. Public water and sanitary sewer service would be contingent upon the developer s compliance with the Authority s Statement of Policy; Rates, Rules and Regulations; and Design Standards. Acknowledged. Loudoun County Department of Transportation and Capital Infrastructure Comment Memorandum dated August 21, 2013: 1. DTCI notes that the proposed proffer amendments do not change the amount of traffic generated from the approved uses. Agreed. 2. The proposed proffer amendments could have an impact on the timing of the construction of the trail along Pacific Boulevard as currently approved in ZCPA 2007 0003 (Proffer 7A). DTCI recommends that proffer be revised in a manner such that this trail is constructed prior to first occupancy permit for any uses developed in Land Bay A or B. DTCI also recommends that Proffer christopher consultants, ltd. voice 571.209.5950 44115 woodridge parkway, suite 150 fax 571.209.5951 leesburg, virginia 20176 website www.christopherconsultants.com Attachment 3 A-84

Mr. Marchant Schneider April 4, 2014 Page 2 7C be revised to require installation of a crosswalk across Pacific Boulevard at the signalized Columbia Place intersection, subject to VDOT approval, at the time the aforementioned trail is constructed. The applicant does not see how this application changes anything related to the timing of the construction of the path along Pacific Boulevard. Under the latest approved proffers, the applicant is not required to build this path until development occurs on Land Bay A. Therefore, under the current approvals, development can occur on all of Land Bay B without triggering the need to construct this path. It should be noted that this path will be on the development parcels in Land Bay A and not in the right of way; therefore, it really is not possible to design these paths in the correct vertical location until the development in Land Bay A has been engineered. It is noted that portions of Land Bay B are as much as 2,000 from the Pacific Boulevard / Columbia Place intersection, therefore the applicant questions how such a path would be used prior to the development in Land Bays A1 and A2 (formerly Land Bay A). The applicant is no longer requesting a change to proffer 7.C. 3. The approved CDP for ZCPA 2007 0003 depicts a sidewalk on Auto World Circle along the property frontage. Sheet 4 of the submitted plat shows the location of the sidewalk but does not depict it. DTCI recommends that the Applicant depict the same on a revised plat. Location now shown. 4. DTCI notes that a right in/right out access to the site is depicted off of Pacific Boulevard, approximately 300 feet north of its intersection with Waxpool Road. This access point shown on the approved CDP for ZCPA 2007 0003. However, the traffic study submitted as part of ZCPA 2007 0003 does not analyze this access point. Also, please refer to the July 9, 2009 Planning Commission Worksession Memo (Issue #14) that has discussion on this access point. An excerpt from the memo is shown in Attachment 2. DTCI recommends that the Applicant either provide supporting analysis to determine the LOS at the proposed intersection or remove this access point and revise the plat. This is not a new access point. This right in/right out was shown on the approved CDP for 2006 0010. The applicant should not have to re justify it with this application. 5. The Applicant should clarify any proposed change to allow auto dealer and auto related uses, and any resulting traffic impacts, for the portion of the site located east of Pacific Boulevard shown on the CDP. A-85

Mr. Marchant Schneider April 4, 2014 Page 3 The potential area for auto dealer and auto related uses is very small. This area is already approved for retail and commercial uses. This additional use would not generate trips in excess of the currently approved uses. 6. DTCI recommends that a statement be included in the draft proffers stating that there are no changes to any of the other proffers of ZCPA 2007 0003 other than those proposed herein. Please note the second paragraph of the proffers already states this. Zoning Administration Referral dated August 17, 2013: Sheet 1 of 4 1. Note 1. Staff recommends replacing the note with the following statement, The subject property of this concept plan amendment consists of the following parcels recorded in the Loudoun County land records: Change made. 2. Note 1. Table. The acreage provided for PIN 043 19 3414 of 1.16 acres appears to conflict the tax information and County GIS data of 1.14 acres. Please confirm the acreage of this parcel and correct accordingly. Corrected. 3. Note 2. The total acreage of the subject property conflicts with the actual acreage of the parcels listed in Note 1 [See comment 2] and the Total Area Included In This Application under Site Tabulations on this sheet (1 of 4). Please confirm the acreage and correct accordingly. Corrected. 4. Note 3. This note is confusing and misleading. The ZCPA includes the listed properties in Note 1 located West of and East of Pacific Boulevard. The portion of this application East of Pacific Boulevard does not permit all of the listed uses and is not subject to the 453,000 square foot limitation. Also, the 453,000 square foot limitation is for all the property West of Pacific Boulevard and North of Commercial Drive and not simply the listed properties in Note 1 and the cross hatched area depicted on Sheet 4 of 4 titled Concept Development Plan. Staff recommends eliminating Note 3 and to provide clarifying language under West of Pacific Boulevard Land Bay located on this sheet (1 of 4). [See comment 5.e] Done. 5. Staff recommends that the Site Tabulation, West of Pacific Boulevard Land Bay, and East of Pacific Boulevard Land Bay, and Zoning District Requirements information provided along the right side of the Cover Sheet be amended as follows: (Staff has provided Attachment 1 that illustrates the following comments 5.a. to 5.j.) A-86

Mr. Marchant Schneider April 4, 2014 Page 4 a. Site Tabulation. Please confirm the acreage under Total Area Included In This Application and correct accordingly. [See comment 2 and 3] Corrected. b. West of Pacific Boulevard Land Bay. The term of Land Bay when referring to the properties West of Pacific Boulevard can be misleading when reviewing how the term has been used within ZMAP 1989 0021 and subsequent concept plan amendments. Therefore, staff recommends retitling this section from West of Pacific Boulevard Land Bay to imply state, West of Pacific Boulevard. Done. c. West of Pacific Boulevard Land Bay. ZMAP 1989 0021 permitted auto dealers and auto related services with limitations on properties West of Pacific Boulevard. ZCPA 1998 0007 permitted the office, hotel, theatre, retail and commercial uses on properties West of Pacific Boulevard. ZCPA 1999 0007 permitted golf and golf related commercial recreational uses West of Pacific Boulevard on properties depicted in the cross hatched area on the approved ZCPA 1999 0007 Concept Development Plan (CDP). Therefore, staff recommends replacing the statement, Uses permitted per this application and as allowed by the 1972 Zoning Ordinance and ZMAP 1989 0021. The total square footage of any combination of these uses may not exceed 453,000 with the statement, Uses permitted per this application on the subject properties West of Pacific Boulevard as allowed by the 1972 Zoning Ordinance, ZMAP 1989 0021, ZCPA 1998 0007, and ZCPA 2007 0003: Change made. d. West of Pacific Boulevard Land Bay. Combine both the listed * Golf Related Uses and Commercial Recreation and replace with the single use of Golf and Golf Related Commercial Recreational Uses. [Per ZCPA 1999 0007 and ZCPA 2007 0003] The applicant prefers to leave as currently shown as this agrees with what was approved on the CDP for ZCPA 2007 0003. e. West of Pacific Boulevard Land Bay. Following the list of uses permitted per this application on the subject property, add the statement The total square footage of any combination of the above office, hotel, theatre, retail and commercial uses that may be developed on the properties located West of Pacific Boulevard, including the subject properties, shall not exceed 453,000 square feet. In order to provide a minimum of 65,000 square foot of office use, the total of non office uses allowed shall not exceed 388,000 square feet. [Per ZCPA 1998 0007 and ZCPA 2007 0003] Change made. A-87

Mr. Marchant Schneider April 4, 2014 Page 5 f. West of Pacific Boulevard Land Bay. Replace the * Golf related uses statement with Golf and Golf Related Commercial Recreational Uses shall not exceed 100,000 square feet and shall not be included in the computation of the allowed 453,000 square feet of office, hotel, theatre, retail and commercial uses allowed on the properties located West of Pacific Boulevard, including the subject properties. [Per ZCPA 1999 0007 and ZCPA 2007 0003] Applicant prefers not to change, since this was approved on CDP for ZCPA 2007 0003. g. East of Pacific Boulevard Land Bay. Staff recommends retitling this section from East of Pacific Boulevard Land Bay to simply state, East of Pacific Boulevard. Done. h. East of Pacific Boulevard Land Bay. ZCPA 2007 0003 created the additional 20,000 square feet of hotel use on the land bay East of Pacific boulevard and south of Commercial Drive within the striped area of the CDP. Therefore staff recommends amending the statement as follows, An additional 20,000 square feet of permitted hotel uses to the hotel square footage approved with ZMAP 1989 0021 is permitted within the subject property East of Pacific Boulevard, Parcel 34. Prefer not to change since this is how it is shown on approved CDP for ZCPA 2007 0003. i. East of Pacific Boulevard Land Bay. Add the statement, Uses permitted per this application on the subject property East of Pacific Boulevard, Parcel 108, as allowed by the 1972 Zoning Ordinance, ZMAP 1989 0021, ZCPA 1998 0007, ZCPA 1999 0007, and ZCPA 2007 0003: Office Hotel Theatres Retail/commercial Auto dealers Auto related services Since only the hatched area east of Pacific Boulevard is included, the applicant does not see the need to include this information. j. Zoning District Requirements. Remove the Permitted uses including, but not limited to: section and the listed permitted uses. This application involves the two areas located West and East of Pacific Boulevard and the uses permitted within these two areas are already defined above. This language is on the approved CDP for ZCPA 2007 0003; therefore, the applicant prefers not to revise. A-88

Mr. Marchant Schneider April 4, 2014 Page 6 Sheet 2of 4 6. Line Table. Lines L210 to L218 and L248 appear to no longer exist with this application. Also, several line segments are not listed for Parcel 34. Please correct the Line Table and plan accordingly. Corrected. 7. Curve Table. Curves C49 and C50 appear to no longer exist with this application. Also, there are listed several curve segments (C14 C26) that are no denoted on the plan. Please correct the Curve Table and plan accordingly. Corrected. 8. It is difficult to locate the parcel numbers on this sheet. Staff recommends using bold text for the parcel numbers subject to this application. Done. Sheet 3 of 4 9. The provided ZCPA 2006 0010 is no longer the previous Zoning Concept Plan Amendment to this application, ZCPA 2013 0002. ZCPA 2007 0003 was the most recent plan amendment which also involved the subject properties of the proposed ZCPA 2013 0002. Please replace this sheet with the most recent CDP (ZCPA 2007 0003). Done. Sheet 4 of 4 10. Note 1. Replace the word maybe with may be. Done. 11. Note 1. Following the first sentence, add the sentence, The total square footage of uses permitted East of Pacific Boulevard may not exceed the allowed square footage of ZMAP 1989 0021 and ZCPA 2007 0003. Done. 12. Note 2. Replace the existing sentence of Note 2 with the following sentence, The total square footage of any combination of allowed office, hotel, theatre, retail and commercial uses that may be developed on the properties located West of Pacific Boulevard, including the subject properties within Land Bay A and Land Bay B, shall not exceed 453,000 square feet. A-89

Mr. Marchant Schneider April 4, 2014 Page 7 Since the uses are listed on the graphic, the applicant chooses not to revise the note. 13. Please confirm the acreage listed as 70.949 acres for the properties located East of Pacific Boulevard and South of Commercial Drives. ZMAP 1989 0021 Denotes this area as being 55.73 acres. Also, the current acreage appears to be approximately 53 acres. Based on current GIS, the correct area not included is 46.52 acres. The CDP has been corrected. 14. Please depict the proposed 5 concrete sidewalk along Land Bay B and Auto World Circle as per the approved ZCPA 2007 0003 CDP. Change made. 15. Please remove the statement, West of Pacific Boulevard Land Bay for the area North of the cross hatched subject properties. The intent of this is to indicate it is the portion west of Pacific Boulevard not included in ZCPA. This agrees with what was shown on the approved CDP for ZCPA 2007 0003. 16. Add the use of Auto Dealers to the restricted uses along Route 625. Currently, the plan states Limits of Auto Related Uses and should state, Limits of Auto Dealers and Auto Related Uses. Also, the 300 restriction should be extended along the entirety of property (cross hatched area depicted on Sheet 4 of 4 titled Concept Development Plan) located along Route 625 per ZCPA 1998 0007 Proffer Statement 2.b. Change made. Proffers and Justification Statements 17. Proffer 3.B. The original proffer of ZCPA 2007 0003 states, Any office building constructed on the West of Pacific Land Bay shall be a minimum of four stories. Staff concurs with the Applicant that the multi story (four story) office development requirement may not have been intended for all properties West of Pacific Blvd. but does not agree with the limited area proposed by the Applicant. ZCPA 2007 0003 was approved to allow a maximum of 453,000 square feet of office (increased from original 65,000 sq. ft.) to be located West of Pacific Boulevard, including the subject properties of ZCPA 2013 0002. The Applicant s proposed revision to Proffer 3.B. would limited four story office development to be located on approximately 15.6 acres (Land Bay A South of Pacific Blvd./Columbia Place intersection), which includes an existing SWM facility. The remaining area West of Pacific Blvd. that may also develop as office includes 21.016 acres (Land Bay A North of Pacific Blvd./Columbia Place intersection and Land Bay B) of the application, as well as, the vacant land located to the north of Land Bay A and Land Bay B. A-90

Mr. Marchant Schneider April 4, 2014 Page 8 Section 710.1, of the Zoning Ordinance states that the intent of the PD CH Zoning District is to provide: a concentration of complimentary uses grouped adjacent to major highways, limiting sprawling commercial development and well planned development allowing maximum convenience and efficiency of uses. The ZCPA 2007 0003 staff report and proffers clearly intended to address the increase in office square footage by requiring a minimum of 65,000 square feet of office use and by expanding the design guidelines to include four story office development. However, the proposed revision would allow the office to fully develop at less than four stories in the areas outside of the Land Bay A South of Pacific Blvd./Columbia Place intersection area, thereby potentially never achieving the intended four story construction and allowing a more low level sprawling development. Also, spreading out the majority of office development throughout the properties West of Pacific Blvd. and further from complimentary uses creates additional automobile usage within the Dulles 28 Centre which is in contrast to the intent and requirements of Section 710.1 and 710.11, of the Zoning Ordinance. Staff recommends that at a minimum, the requirement of the four story office be limited to Land Bay A. The proffer statement has been revised as recommended. 18. Proffer 3.C. The original proffer of ZCPA 2007 0003 states, The office and hotel uses will be restricted to the area labeled as Land Bay A on the Plan, provided once the Applicant has constructed either (i) a minimum 4 story office or (ii) a hotel within Land Bay A, Applicant shall be permitted to develop the balance of the office and hotel square footage on the remainder of the Property. Staff is concerned with the proposed deletion of Proffer 3.C. This proffer, as well as, the ZCPA 2007 0003 staff report makes clear the intent to provide the allowable office and hotel uses in Land Bay A with the requested increase in allowable square footages. the approval of ZCPA 2007 0003 allowed the square footage originally approved with ZMAP 1989 0021 for office to increase significantly from 65,000 square feet to 453,000 square feet (388,000 sq. ft. increase) and the addition of 225,000 square feet of hotel use. Section 710.1, of the Zoning Ordinance states that the intent of the PD CH Zoning District is to provide: a concentration of complimentary uses grouped adjacent to major highways, limiting sprawling commercial development and well planned development allowing maximum convenience and efficiency of uses. Locating the office and hotel uses on Land Bay A adjacent to retail/commercial uses provides for a concentration of complimentary uses while maximizing convenience and efficiency and the four story structures limits sprawling development. Also, the development of Land Bay A, as stated above, would allow establishments to be visited with a minimum of internal automotive movement, per Section 710.11, of the Zoning Ordinance. Due to the increase in office and addition of hotel allowable square footages, ZCPA 2007 0003 staff report, and the intent of Proffer 3.C., staff recommends that the hotel use remain limited to Land Bay A and the requirement of a four story office building be limited to Land Bay A. In an effort to address market demands, staff supports office development in Land Bay B absent office development occurring in Land Bay A, subject to 1) the office square footage being limited in Land Bay B, and 2) limit amount of single story office development in Land Bay B until the fourstory office development in Land Bay A is constructed, as originally envisioned. A-91

Mr. Marchant Schneider April 4, 2014 Page 9 Proffer 3C has been revised to limit hotel uses west of Pacific Boulevard to Land Bay A. Proffer 3B now requires any office use in Land Bays A1 and A2 to be four stories. Beyond this, the applicant does not think it is in the best interest of the County or the applicant to limit office development in Land Bay B. 19. Proffer 7.C. Staff is concerned with the proposed revision to the original proffer statement of ZCPA 2007 0003 regarding the crosswalk at Pacific Blvd. and Columbia Place. With the Applicant s proposed Proffer revisions, if development of office or hotel were to occur in Land Bay B of ZCPA 2013 0002, there would be no viable path system or crosswalk for these uses to access the adjacent retail/commercial uses existing in Dulles 28 Centre located East of Pacific Blvd. and South of Commercial Drive. To adhere to Sections 710.10.2 and 710.11, of the Zoning Ordinance, any office or hotel development that occurs within Land Bay A or Land Bay B of ZCPA 2013 0002 should trigger the need for the crosswalk at Pacific Blvd. and Columbia Place. Staff also recommends that the 5 concrete sidewalk be extended to the crosswalk on the CDP. Therefore, staff recommends that Proffer 7.C. remain as written per ZCPA 2007 0003. Applicant is no longer proposing to revise proffer 7.C. Department of Economic Development dated July 25, 2013: No response required. Department of Fire, Rescue and Emergency Management dated August 8, 2013: No response required. Northern Virginia Regional Park Authority dated July 19, 2013: No response required. Loudoun County Parks, Recreation and community Services Referral Memorandum dated August 17, 2013: No response required. Community Planning Referral dated September 3, 2013: 1. Staff does not support amending the CDP to allow the vacated right of way for Commercial Drive to be included in the North Commercial Land Bay. Additional auto dealerships and auto related service uses do not promote the employment corridor envisioned for Route 28. The applicant is disappointed in the staff s lack of support for the addition of auto dealer and auto services related uses in the portion of the abandoned ROW of Commercial Dr. It is important to understand the history of this strip of land and what A-92

Mr. Marchant Schneider April 4, 2014 Page 10 it is in order to truly evaluate the appropriateness of uses for this area. As stated above, this strip of land was created when the project s direct access to Route 28 was cut off by the construction of the interchange at Route 28 and Church Rd./Waxpool Rd. As such, this strip of land is only 120. Being such a narrow strip of land, it is not possible to construct a standalone use on this parcel that would meet today s Route 28 CPAM planned uses for this area. Indeed, if this area had not been used for ROW at the time of the original rezoning, it would in all likelihood have been designated for the same type of uses that currently abuts it. With the approval of ZCPA 2007 0003, the County recognized that in order for this abandoned strip of land to be of any economically viable use to the County or the landowner, it needed to be allowed to be developed in concert with the existing development that abuts the strip. Therefore, at that time, the County approved the same uses on the strip as were allowed on the abutting land bay to the south. The applicant is not abandoning the possibility that the land may indeed develop with one of the currently approved uses for the strip. However, due to market conditions, the applicant is requesting that this strip also be given the flexibility to develop in concert with abutting uses in the land bay to the north of the strip. Given that these types of uses already exist on the site, abutting this location, it only seems logical from a land use standpoint to allow this use to occur here. The availability of land in the County for these types of uses is very limited. Approving this use here would reduce pressure on the County to allow this type of use somewhere else in the County which may not be appropriate. Also, it has been shown from a market standpoint that the collocation of these uses helps strengthen the economic vitality of all these types of uses in the same area. Given the existing uses abutting this strip of land, it is the desire on the applicant s part to make this land economically viable for not only themselves but the County, the applicant continues to believe that adding the auto dealer and auto services uses to the permitted uses for this narrow strip of land makes the most sense for all concerned from a land use standpoint. 2. Staff has no issue with developing hotel and office uses within Land Bay B prior to development within Land Bay A; however, a commitment to the development of office uses within Land Bay A should be retained. This can be achieved by including a commitment within the proffers or labeling Land Bay A on the Concept Development Plan as an office land bay. ZCPA 2007 0003 did not make office and hotel use the exclusive use in Land Bay A. It added them as additional uses. This application is not seeking to change the proffered uses as outlined in Proffer 2 of the proffers that were approved with ZCPA 2007 0003. 3. Staff recommends the applicant designate Land Bay A south of the Pacific Boulevard/Columbia Place intersection for office uses. A-93

Mr. Marchant Schneider April 4, 2014 Page 11 The Applicant believes it is in the County and applicant s best interest to have the flexibility to allow office use anywhere in Land Bay A. 4. Staff recommends amend Proffer 6 to state the pavilion or similar structure and pedestrian connections will be provided with any development within Land Bay A. Proffer 6 was approved with ZCPA 2007 0003. Nothing in this application is affecting that proffer; therefore, the applicant sees no need to revise it. 5. Staff recommends amending Proffer 7A to call for the construction of the 10 foot wide asphalt trail on the west side of Pacific Boulevard prior to the issuance of the first occupancy permit within Land Bays A or B. The applicant does not see how this application changes anything related to the timing of the construction of the path along Pacific Boulevard. Under the latest approved proffers, the applicant is not required to build this path or until development occurs on Land Bay A. Therefore, under the current approvals, development can occur on all of Land Bay B without triggering the need to construct this path. It should be noted that this path will be on the development parcels in Land Bay A and not in the right of way; therefore, it really is not possible to design these paths in the correct vertical location until the development in Land Bay A has been engineered. It is noted that portions of Land Bay B are as much as 2,000 from the Pacific Boulevard / Columbia Place intersection, therefore the applicant questions how such a path would be used prior to the development in Land Bay A. The applicant is no longer requesting a change to proffer 7.C. 6. Staff recommends amending Proffer 7C to state if approved by VDOT, a crosswalk will be constructed across Pacific Boulevard at its intersection with Columbia Place and pedestrian signalization provided prior to the issuance of the first occupancy permit within Land Bays A or B. The applicant is no longer requesting an adjustment to proffer 7.C.; therefore, the currently approved language should be sufficient. 7. Staff recommends amending Proffer 4A to state the renovation of the stormwater management facility will occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time for any development within Land Bay A. As the site will be graded, Staff recommends removing the reference to areas that drain naturally to the pond and instead depict the development area on the Concept Development Plan which will trigger the pond renovation. A-94

Mr. Marchant Schneider April 4, 2014 Page 12 The applicant believes their proposed language for proffer 4.A. addresses these issues satisfactorily. 8. Staff recommends amending Proffer 4C to state the applicant will work with the County to implement at least one Low Impact Development (LID) measure in connection with any site plan for development within Land Bay A. Since this proposal is not affecting anything related to this proffer, the applicant would prefer that the approved proffer language remain as is. 9. Staff recommends updating Proffer 4B to include the type, size,, and number of plantings; the submission, review, and approval of a planting plan with the first construction plan and profile or site plan; timing for implementation (concurrent withh development and prior to occupancy) ); and success criteria. Staff recommends updating Proffer 10 to include the type of plantings; the submission, review, and approval of a planting plan with the first construction plan and profile or site plan; timing for implementation (concurrent withh development and prior to occupancy) ); and success criteria. Until the pond is redesigned, itt is impossible to provide the detailed information requested in proffer form. Again,, since the applicant does not believe this proposal impacts the original proffer, the applicant prefers to leave this language as approved with ZCPA 2007 0003. We believe that with the changes made to the CDP and proffers, we have addressed staff comments to the fullest extent possible. If the staff has continuing concerns, we would appreciate the opportunity to meet with staff to discuss and resolve same. Otherwise, we look forward to having this application move forward to public hearing as quickly as possible. Very truly yours, Louis Canonico, P.E. Vice President LC/dml A-95

October 21, 2014 Mr. Marchant Schneider Land Use Review Loudoun County Department of Planning 1 Harrison Street, SE Leesburg, VA 20177 RE: Dulles 28 Centre ZCPA 2013 0002 Dear Mr. Schneider: Since our meeting to discuss a number of the staff comments, we have been working to address same. Below is our point by point response to the agency referral comments. Since some responses required the Concept Plan and proffers to be revised, we are submitting revised copies of those documents herewith. Community Planning Referral Memorandum dated May 27, 2014: Staff does not support amending the CDP to allow the vacated right of way for Commercial Drive to be included in the North Commercial Land Bay. Additional auto dealerships and auto related service uses do not promote the employment corridor envisioned for Route 28. Staff understands this is a narrow strip of land; however, the additional land area should remain part of the South Commercial Land Bay. This will not increase the amount of auto dealership use allowed on the property, which is controlled by proffer. Since dealership use abuts this property to the north, allowing it at this location seems logical from an existing use standpoint. It is also noted this parcel has limited frontage on Route 28. Staff has no issue with developing hotel and office uses within Land Bay B prior to development within Land Bays A1 and A2; however, the original commitment to the development of office uses within Land Bays A1 and A2 should be retained. This can be achieved by including a commitment within the proffers or labeling Land Bay A2 on the Concept Development Plan for office uses. As discussed at our meeting, current proffers do not require that office uses be built west of Pacific Boulevard. Proffer 2B simply states that if office use is not built west of Pacific Boulevard, then the total allowable square footage is reduced to 388,000 SF. This proffer is not changing. christopher consultants, ltd. voice 571.209.5950 44115 woodridge parkway, suite 150 fax 571.209.5951 leesburg, virginia 20176 website www.christopherconsultants.com A-96

Mr. Marchant Schneider October 21, 2014 Page 2 Staff recommends either removing all revisions to Proffer 6, requiring the installation of the pavilion or similar structure and pedestrian connections with any office or hotel use west of Pacific Boulevard or revising Proffer 6 to state the pavilion or similar structure and pedestrian connections will be provided with any development within Land Bays A1 or A2. No changes are now being made to proffer 6. Staff recommends amending Proffer 7A calling for the construction of the 10 foot wide asphalt trail on the west side of Pacific Boulevard prior to the issuance of the first occupancy permit within Land Bays A1 or A2. Change made. Staff recommends Proffer 4A state the renovation of the stormwater management facility will occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time for any development within Land Bays A1 or A2. As the site will be graded, Staff recommends removing the reference to areas that drain naturally to the pond and instead depict the development area on the Concept Development Plan which will trigger the pond renovation. The Applicant chooses not to revise this proffer language. As was discussed at our meeting, this pond had been in place many years. The pond design was based on the original approved uses, e.g. retail, auto related uses, etc. The proffer to revise the pond is directly related to the uses added in ZCPA 2007 0001, i.e. office and hotel. The Applicant feels that if these uses end up not being built in this area, then the pond should be allowed to remain as is for the original uses. The pond was designed based on areas draining naturally to it. Since this is part of the original design, this element of the proffer cannot be changed. With any Site Plan for this area, the Applicant will have to demonstrate that FSM requirements related to BMP s have been met regardless of this proffer. Staff recommends amending Proffer 4C to state the applicant will work with the County to implement at least one Low Impact Development (LID) measure in connection with any site plan for development within Land Bays A1 or A2. Change made. Zoning Administrational Referral Memorandum dated June 16, 2014: Sheet 1 of 4 1. West of Pacific Boulevard. Combine both the listed *Golf Related Uses and Commercial Recreation and replace with the single use of Golf and Golf Related Commercial Recreational Uses. [Per ZCPA 1999 0007 and ZCPA 2007 0003] A-97

Mr. Marchant Schneider October 21, 2014 Page 3 Change made, however, ZCPA reference should be ZCPA 1998 0007 for the first one. 2. West of Pacific Boulevard. Replace the *Golf related uses. statement with Golf and Golf Related Commercial Recreational Uses shall not exceed 100,000 square feet and shall not be included in the computation of the allowed 453,000 square feet of office, hotel, theatre, retail and commercial uses allowed on the properties located West of Pacific Boulevard, including the subject properties. [Per ZCPA 1999 0007 and ZCPA 2007 0003] Change made. 3. East of Pacific Boulevard. The additional 20,000 square feet of hotel use was limited to the striped area of the ZCPA 2007 0003 Concept Development Plan (CDP) located east of Pacific Boulevard and south of Commercial Drive. This area is increasing with the proposed ZCPA 2013 0002 CDP and the uses allowed within this new area are still limited to the uses permitted per ZMAP 1989 0021, including the additional 20,000 square feet of hotel use, per ZCPA 2007 0003. Similar to the West of Pacific Boulevard section, the uses permitted within the area East of Pacific Boulevard should be listed. The uses permitted under ZMAP 1989 0021 are: Commercial; Retail; Hotel; and Office. This change has been made. However, pursuant to this applicant, it has been noted that Auto Dealer use may be permitted on Parcel 108. 4. Zoning District Requirements. Remove the Permitted uses including, but not limited to: section and the listed permitted uses. Again, this application is involves the two areas located West and East of Pacific Boulevard and the uses permitted within these two areas should be placed under the sections are already defined above. Change made. Sheet 2 of 4 5. Line Table. Several of the lines listed on the Line Table still do not appear to exist on the plan. Please correct the Line Table and plan accordingly. Line table corrected. 6. Curve Table. Several of the curves listed on the Curve Table still do not appear to exist on the plan. Please correct the Curve Table and plan accordingly. Curve table corrected. A-98

Mr. Marchant Schneider October 21, 2014 Page 4 Sheet 4 of 4 7. Note 1. The Following the first sentence, add the sentence, The total square footage of uses permitted East of Pacific Boulevard may not exceed the allowed square footage of ZMAP 1989 0021 and ZCPA 2007 0003. Change made. 8. Note 2. This note is misleading. The allowed 453,000 square feet is not limited to Land Bays A1, A2, and B, but is also subject to the areas north of Land Bays A1 and B and north of Commercial Drive. Also, the auto related services are limited to.40 FAR. Change made. 9. Depict and denote the 300 restriction of auto dealers/auto related uses along Route 625. The restriction should extend along the entirety of property located along Route 625. Please note that based on listed uses, no auto dealers/auto related uses are now allowed in Land Bay A1, so the 300 restriction is no longer necessary. Zoning Division Referral Memorandum dated June 18, 2014: 1. In regard to the preamble, in the second paragraph thereof, the applicant cites ZMAP 1988 0014 as a preceding application with proffers attaching to the subject property. However, I could find no reference to this application in the County s LMIS or Laserfiche databases. The original rezoning for this property was ZMAP 1986 0001, but the proffers for that application have been replaced by subsequent applications. I suggest that the applicant clarify what application they intended to reference. Revised to remove references to ZMPAs 1988 0014 and 1988 0015. 2. In further regard to the preamble, in the second line thereof, I suggest that the applicant clarify whether Dulles 28 Associates LLLP is the successor by name change for North Dulles Retail Associates Limited Partnership and Dulles Hotel One, LLC or just North Dulles Retail Associates Limited Partnership. If it is just North Dulles Retail Associates Limited Partnership then I suggest that parentheses be placed around the phrase successor by name change to North Dulles Retail Associates Limited Partnership. Parentheses added to clarify. 3. In further regard to the preamble, in the second line thereof, it appears that one of the entities constituting the Applicant is Dulles Hotel One LLC. However, the signature line on page 4 of the proffers indicates that there is an entity known as Dulles 28 Hotel One, LLC set to sign the proffers. I suggest that the preamble and the signature page be corrected so as to eliminate this inconsistency. Preamble corrected. A-99

Mr. Marchant Schneider October 21, 2014 Page 5 4. In further regard to the preamble, I note that it appears that just two entities constitute the Applicant, yet there are three signature pages provided, including one for Dulles 28 Retail Group, LLC which is not identified in the preamble. If this entity is one of the owners of the land constituting the Property, then I suggest that they be referenced in the preamble. If they are not, then I suggest that their signature page be deleted. Signature page removed. 5. In further regard to the preamble, in the sixth line of the second paragraph thereof, I suggest that the phrase apply only to the striped and cross hatched portions of Dulles 28 Centre, as depicted be changed to read apply only to the Property, depicted as the striped and crosshatched portions of Dulles 28 Center shown. Change made. 6. In further regard to the preamble, in the next to last two lines of the second paragraph thereof, I note that the applicant refers to Sheet 4 of 4 of a Plan Set entitled Dulles 28 Centre Zoning Concept Plan Amendment dated May 2, 2013 as revised through April 4, 2014. However, while the cover sheet of the Plan Set is last revised April 4, 2014, Sheet 4 of 4 of that plan set is last revised as of March 25, 2014. I suggest that all sheets of the Plan Set should carry the same date, and that the applicant should clarify and reference the correct date on the Plan Set. Current revision date used. 7. In further regard to the preamble, I note that while the applicant has identified the Plan Set, the applicant has not identified which sheets of the Plan Set they intend to have constitute the Concept Development Plan. If this is intended to be Sheet 4 of 4, then I suggest that this be expressly stated and that the applicant specifically proffer conformance to it as the Concept Development Plan. If there is no such commitment, then the existing Concept Development Plan shall continue to apply to the subject property. Sheet 4 of 4 being proffered to. 8. In further regard to the preamble, I note that Sheet 4 of 4 shows Land Bay A, as presently constituted, being divided into two new land bays, A1 and A2. However, if Sheet 4 of 4 is not proffered as the Concept Development Plan for the subject property, then these two new land bays will not be created and the existing Concept Development Plan will continue to apply. If the applicant intends to have Land Bay A divided into the two new land bays, then I suggest that this be expressly indicated. Sheet 4 of 4 being proffered to. 9. In further regard to the preamble, and assuming that the applicant intended to establish Sheet 4 of 4 of the Plan Set as the Concept Development Plan, then I note that there are a number of existing proffers that refer to Land Bay A, which is shown on Sheet 4 of 4 as being replaced by Land Bays A1 and A2. If Sheet 4 of 4 is proffered, then I suggest that existing proffers 3.D, 4.C, 7.A and 7.E. be amended to refer to the new Land Bays. A-100

Mr. Marchant Schneider October 21, 2014 Page 6 All proffers changed to refer to Land Bay A1 and A2. 10. In further regard to the preamble, and Sheet 4 of 4 of the Plan Set referenced therein, I note that Sheet 4 of 4 includes a note indicating the approximate location of division of land bays, and an arrow indicating just the divide between Land Bay A1 and Land Bay B. If Land Bay A is to be divided into Land Bays A1 and A2 I suggest that an additional arrow be included to indicate the divide between Land Bays A1 and A2 as well. Additional arrow added to sheet 4. 11. In further regard to the preamble, and Sheet 4 of 4 of the Plan Set referenced therein, Note 1 on this sheet refers to Parcel 108. However, there is no indication on the Sheet as to what constitutes Parcel 108. It appears that it may be a portion of the striped area indicated on the east side of the subject property, but it is not clearly indicated. I suggest that the boundaries of Parcel 108 be clearly labeled and I further suggest that if Parcel 108 has a Property Identification Number (PIN) associated with it, that such PIN be indicated on the Sheet. We have added the boundary line at Parcel 108. However, since no other parcels PINs are shown on this sheet, we have not added it to this parcel. 12. In further regard to the preamble, Sheet 4 of 4 of the Plan Set referenced therein, and proffer 1, it appears that Sheet 4 of 4 indicates that auto related services are to become a permitted use outside of Land Bay B, but it is not clear exactly what parcel or what Land Bay the applicant intended to reference. I suggest that Sheet 4 of 4 be clarified as to which additional areas or parcels are being allowed auto related services as a permitted use. The list of permitted uses for Land Bays A1 and B now include Auto Related Uses. 13. In regard to proffer 4., in the second line thereof, I suggest that the word Bays be changed to Bay. Change made. 14. These proffers will need to be signed by all landowners, and be notarized, prior to the public hearing on this application before the Board of Supervisors. Acknowledged. Office of Transportation Services Referral Memorandum dated June 13, 2014: 2. Comment Status: DTCI continues to recommend that Proffer 7A be amended to state that the trail along Pacific Boulevard will be shown on a site plan and/or construction plans and profiles, prior to approval and constructed prior to the first occupancy permit for any use developed on Landbays A or B. DTCI further notes that the County s Waxpool Road Intersection improvement project proposes to place a storm water pond along the west side of Pacific Boulevard in Landbay A, which may impact the location of the trail. Staff acknowledges that CDPs do not show the level of engineering detail necessary for vertical placement of the aforementioned trail along Pacific Boulevard. A-101

Mr. Marchant Schneider October 21, 2014 Page 7 However, as CDPs are conceptual in nature, DTCI continues to recommend that the trail be depicted on the concept plan along the west side of Pacific Boulevard and language be added to the proffer to state that the location of the trail is subject to change and will be determined at the time of final engineering. In addition, DTCI notes that proposed uses developed in Landbay A or B will utilize said trail and are necessary to provide a safe bicycle/pedestrian connection needed along Pacific Boulevard, to the crosswalk at the Pacific Boulevard/Col lumbia Drive intersection, and for access to the retail and commercial uses on the eastern side of Pacific Boulevard. It is important to note that bicycle and pedestrian facilities along CTP roads will be provided at the commencement of a project, regardless of whether connections from adjacent properties are already in place. (2010 CTP, Chapter 4, Bicycle and Pedestrian Facilities Policies for Roadways, Policy 15). Regarding the timing of the crosswalk construction stated in Proffer 7.C, DTCI recommends that the second line of Proffer 7.C be revised to state any usee on the Property west of Pacific Blvd, as opposed to limiting the trigger for construction of the crosswalk to an office or hotel use. Change made. 4. Comment Status: DTCI notes that ZCPA 2006 0010 shows two access points on the west side of Pacific Boulevard into the subject site. Two access pointss were also shown on the west side of Pacific Boulevard with the approved CDP for ZCPA 2007 0003 and does not require further analysis at this time. DTCI further notes that the County s Waxpool Road/Pacific Boulevard Intersection improvement project proposes to place a stormwater pond along the west side of Pacific Boulevard in Landbay A, which will impact the location of the right in/right outt access into the property. The Applicant should revise the CDP to reflect the stormwaterr pond improvement. The Applicant has met with the County s consultantt on this road project. The Applicant has requested that the mentioned pond be redesigned. The Applicant believes it is premature to show the pond on this application. We believe with these responses and revisions, we have addressed the staff concerns to the fullest extent possible. We, therefore, request that this applicationbe moved forward to Planning Commission public hearing as soon as possible. If you haveany questions or wish to discuss these matters further, please feel free to contact me. Very truly yours, Louis Canonico, P.E. Vice President LC/dml A-102

April 27, 2015 Mr. Marchant Schneider Loudoun County Department of Planning 1 Harrison Street, SE Leesburg, VA 20177 RE: Dulles 28 Centre ZCPA 2013-0002 Dear Mr. Schneider: We are resubmitting herewith the revised rezoning documents for this application. The SOJ, proffers and CDP have been revised to address staff comments where necessary. Below is a point-by-point response to these comments. In addition, as we have discussed, we have added the rezoning of Parcel 27B, Tax Map 80 to these documents to allow for this parcel to be incorporated into the overall Dulles 28 Centre development. Zoning Division Memorandum dated February 12, 2015: 1. In regard to the preamble, in the sixth line of the second paragraph thereof, I suggest that the word property be changed to Property. Change made. 2. In further regard to the preamble, in the second paragraph thereof, the applicant has referred to a plan set dated May 2, 2013. However, the plan set forwarded to me with this referral is dated May 13, 2014. I suggest that this inconsistency be eliminated. Change made. 3. In further regard to the preamble, at the end of the second paragraph thereof, the applicant has inserted the phrase which is proffered to herewith. It appears that this is an attempt to indicate that development of the Property will be in substantial accord with the referenced plan set, but the applicant has not proposed to amend proffer 1 of ZCPA 2007-0003, which proffers conformance with a plan set dated February 13, 2007 revised through September 28, 2009. If the intent of this statement is to proffer conformance with the attached plan set, then I suggest that these proffers be amended to include a change to proffer 1 of the proffers for ZCPA 2007-0003. The language as written would seem to supersede proffer 1 of the existing proffers for the area highlighted in the referenced CDP plan set, thus the christopher consultants, ltd. voice 571.209.5950 44115 woodridge parkway, suite 150 fax 571.209.5951 leesburg, virginia 20176 website www.christopherconsultants.com A-103

Mr. Marchant Schneider April 27, 2015 Page 2 Applicant is unsure why the old proffer 1 needs to be repeated in this proffer statement. 4. In regard to the attached plan set, I note that Note 1on Sheet 4 indicates that uses on parcel 108 may be retail, commercial, hotel, auto dealer and/or auto related services and that the total square footage of uses permitted east of Pacific Boulevard may not exceed the allowed square footage of ZMAP 1989-0021 and ZCPA 2007-0003. I suggest that this note be amended to indicate what the total allowed square footage is. I also note that pursuant to ZCPA 2007-0003 this Parcel 108 was to have been merged with the hotel parcel to the south of it. I urge staff to ensure that parcel 108 s density was not used, in part, to allow for the construction of the hotel existing on the parcel to the south of Parcel 108. The Applicant is not intending to increase the allowable square footage east of Pacific Boulevard. The existing hotel was developed prior to the Commercial Drive abandonment and did use FA from this area. 5. In further regard to the plan set attached to this referral, I see that there is a notation included on the parcel to the south of Parcel 108, which states commercial, retail, hotel, and office uses permitted per ZMAP 1989-0021 and to include an additional 20,000 square feet of hotel use. It is not clear as to which parcel this note is intended to apply, but it gives rise to the question of whether the additional 20,000 square feet of hotel use was used in the erection of the existing hotel, as this additional square footage reflected the additional acreage that is Parcel 108. I suggest that the meaning of this notation be clarified and that the parcel to which it applies be clearly indicated. The additional 20,000 SF note is consistent with the approved CDP. It was the FA associated with the abandoned right-of-way. If used for other uses, this additional square footage is not additional. 6. In regard to the proposed change to Note 3 under proffer 2.B, in the last line thereof, I suggest that the word property be changed to Property. Change made. 7. In regard to the proposed change to proffer 3.D., I note that the applicant has attempted a short cut to revising it, by stating the intent to simply change references to Land Bay A to be references to Land Bays A1 and A2. I suggest that the entirety of the proffer, with the proposed change, be included in this set of proffers, rather than using this short cut methodology to amend the proffer. In order to simplify this proffer set, the Applicant chooses not to make this change. 8. In regard to the proposed change to proffer 4.A., in the last line thereof, I suggest that the phrase in Land Bays A1 and A2 be inserted following the word located. I note that as written the enhancement to the stormwater management pond will be required prior to the issuance of the A-104

Mr. Marchant Schneider April 27, 2015 Page 3 first office or hotel use in Land Bays A1 and A2, whether they drain to the pond or not. I am not sure if this is the intent, but that is how it is written. Change made. The intent of the proffer is as stated. 9. As a note, I have read the Statement of Justification for this application, which indicates that the applicant desires to amend proffer 6. However, the proposed revisions herein eliminate any revision to proffer 6. If there is no longer an interest in amending proffer 6, then I suggest that the statement of justification be amended to clarify this. The SOJ has been revised. 10. In regard to the proposed amendment to proffer 7.C., I find the proposed change to be confusing. The applicant has referred to the first to occur, but only identifies one possible trigger. I suggest that this ambiguity be eliminated. In addition, the applicant has referred to the first to occur of an occupancy permit for only use on the Property west of Pacific Boulevard. It is not clear if this was meant to refer to any use west of Pacific Boulevard. If so, I suggest that this language be clarified. As written, it appears that the issuance of an occupancy permit in Land Bay B would trigger this proffer to construct a crosswalk across Pacific Boulevard at Columbia Place. I question whether this was the intent. Proffer clarified. 11. In regard to the proposed changes to proffers 7.D. and 7.E., I note that the applicant has again proposed a short cut to amending these proffers. I suggest that the full text of the proffers, with the proposed amendments, be included. Change made. 12. These proffers will need to be signed by all landowners, and be notarized, prior to the public hearing on this application before the Board of Supervisors. Acknowledged. Comp Planning Email dated February 4, 2015: 1. Staff does not support amending the CDP to allow the vacated right-of-way for Commercial Drive to be included in the North Commercial Land Bay. Additional auto dealerships and auto-related service uses do not promote the employment corridor envisioned for Route 28. Staff understand this is a narrow strip of land; however, the additional land area should remain part of the South Commercial Land Bay. The Applicant is not asking to increase the amount of originally approved auto dealership use which is capped at 81.68 acres at a 0.4 FAR. 2. Staff has no issue with developing hotel and office uses within Land Bay B prior to development within Land Bays A1 and A2; however, the original commitment to the development of office uses A-105

Mr. Marchant Schneider April 27, 2015 Page 4 with Land Bays A1 and A2 should be retained. This can be achieved by including a commitment within the proffers or labeling Land Bay A2 on the Concept Development Plan for office uses. The proffers doe require a minimum of 65,000 SF of office use. The CDP does name office as a possible use in the Land Bay A2. 3. Staff recommends Proffer 4A state the renovation of the stormwater management facility will occur at the time of the first submission of a construction plan and profile or site plan, whichever occurs first in time for any development within Land Bays A1 or A2. As the site will be graded staff recommends removing the reference to areas that drain naturally to the pond and instead depict the development area on the Concept Development Plan which will trigger the pond renovation. The Applicant chooses not to revise the proffer language. Areas that do not drain naturally to the large pond will have their own separate facilities. Department of Transportation and Capital Improvements Email dated February 11, 2015: 2. Comment Status: Comment addressed with regard to Proffer 7.A. With regard to Proffer 7.C, DTCI recommends that the language be revised to clarify when the crosswalk construction and signal modification to include pedestrian signalization will occur. The sentence structure and wording in Lines 1-5 is unclear. Language clarified. 4. Comment Status: DTCI continues to recommend that the CDP be revised to account for the proposed stormwater pond improvement associated with the County s Waxpool Road/Pacific Boulevard Intersection improvement project and its impact on the right-in/right-out access point into the property. The subject pond is part of a totally separate County project. The Applicant chooses not to address this issue as part of this application. Based on the above responses and the revised rezoning documents, we believe that this application is ready to move forward to public hearing. We respectfully request that same occur as soon as possible. If you have any questions on the above or the enclosed, please feel free to contact us. Very truly yours, Louis Canonico, P.E. Vice President LC/dml A-106

July 31,2015 M s.jackieh arlow P rojectm anager LoudounCounty Departm entofp lanningand Zoning 1 H arrisons treet,s E Leesburg,VA 20177 RE: Dulles28 Centre ZCP A 2013-0002 and ZM AP 2015-0005 DearJackie: W ehavereview edthereferralcom m entssenttousontheabovereferencedapplication.t hepurposeof thisletter isto provide our responsesto those com m ents. W here necessary,w e have revised the proposedcdp andprofferstatem enttoaddresscom m ents.copiesofthosereviseddocum entsarebeing resubm ittedherew ith.below isapoint-by-pointresponsetothereferralcom m ents.w hereagencieshad nofurthercom m ents,w eofcoursedid notrespond. DT CICom m entm em orandum dated June24,2015: 4. InitialS taffcom m ent(t hird Referral,February 11,2015): DT CIcontinuesto recom m end thatthe CDP be revised to account forthe proposed storm w aterpond im provem ent associated w ith the County s W axpoolroad/p acificboulevard Intersection im provem entprojectand itsim pacton theright-in/rightoutaccesspointintotheproperty. Applicant sr esponse(april27,2015): Thesubjectpond ispartofatotaly separatecounty project.the Applicantchoosesnottoaddressthisissueaspartofthisapplication. Com m ents tatus: Com m entnotaddressedw ithrespecttothecdp depictingtheproposedstorm w ater pond im provem ent associated w ith the County sw axpool R oad/p acific Boulevard Intersection im provem entproject(percr CP 2014-0003)and itsim pacton the right-in/right-outaccesspointinto theproperty. R esponse:t he applicantdid respond to thiscom m entand continuesto take the position itoriginaly took.t o the bestofourknow ledge,thisprojecthasnotreached the finaldesign stage.u ntilitdoes, the applicantfeelsitisprem ature to show thispond on itscdp.t he applicanthasm etseveraltim es w ithdt CI sprojectm anageronthisprojectandiscooperatingw iththecounty onit.t hiscooperation w ilcontinue,buttheapplicantfeelsthisissueisoutsidethisspecificapplication. christopherconsultants,ltd. voice 571.209.5950 44115 w oodridgeparkw ay,suite150 fax 571.209.5951 leesburg,virginia20176 w ebsite w w w.christopherconsultants.com A-107

M s.jackieh arlow July 31,2015 P age2 T herightin/rightouthasbeenafeatureontheapplicant sapprovedcdp forthisprojectforyears.t he applicant choosesnot to rem ove it at thistim e.ifthe applicant choosesto pursue the right in/ right out,they w ilhave to show they can m eet VDO T criteriaforsam e and obtain VDO T sapproval. T herefore,theapplicantchoosesnottorem ovetherightin/rightoutfrom thecdp. N ew Com m ents T hefollow ingadditionalcom m entsarenotedbasedonreview ofthem aterialsprovidedtodt CIw ith this fourth referral: 7. DT CInotesthat the Applicant st rafficm em o statesthat the one acre property associated w ith ZM AP 2015-0005 w illbe rezoned to P D-CC-CC. DT CInotesthatZM AP 2015-0005 proposesto rem ap the oneacre parcelto P D-CC-RC. W hile thisw illnot adversely im pact the review ofthe trip generation m em o, thiscorrectionshould bem adetothetripgenerationm em o. R esponse:t hem em ohasbeencorrected. 8. Based on the M arch 11,2015 em ailsentto DT CIS tafffrom the Applicant srepresentative,itstatesthat theuseofthelandtoberezoned(i.e.theoneacrep D-IP parcel)w illbeforparkingonly.ifthisisthecase, S taffrecom m endsthatthe Applicant ss O J,draftprofferstatem ent,t rip G eneration M em o and CDP be revised accordingly. R esponse: T he applicant sprofferstatem ent indicatesthat no additionalbuilding square footage is being requested above w hat iscurrently alow ed by the approved ZCP A 2007-0003 forthisareaof Du les28centre.s inceitisthebuildingsandtheirusesthatproducetrips,theprofferw ilprecludeany additionalvehicletripsfrom thisadditionaloneacre.t heapplicantfailstoseetheneed torevisealof the docum entation requested asthe proffersdo im plem ent w hat the intent ofthe trip generation m em ow assaying,i.e.thatby thisrezoningnoadditionalvehicletripsw ilbegeneratedifitisapproved. 9. Asstated intheapplicant st rafficm em o,theexistingdulles28 Centredevelopm entcapstheam ountof square footage thatm ay be built in the landbaysadjoining the one-acre parcelthat isto be rezoned to P D-CC-RC. T he Applicantstatesthatalthough they are addingland areathatw illbe subjectto thezcp A application,they arenotincreasingthebuildingsquarefootage.t o thatend,dt CIrecom m endsthatthe draft profferstatem ent be revised to clearly state the m axim um square footage perm itted and that Applicantisnotincreasingtheam ountoffloorarearatiothatiscurrentlycappedw ith thedulles28centre developm entprofferstatem ent. R esponse: T he draft proffer statem ent doesnot am end P roffer 1 ofthe ZCP A 2007-0003 proffer statem entexceptastoapplicablecdp.s incethisproffercontrolstheam ountofs Fthatcanbebuilt,it capsthatnum ber,includingtheadditionalareafrom theoneacreparcel. 10. DT CIrecom m endsthattheapplicantrevisethes itet abulationst ableons heet1 and thelabelons heet 4 ofthe plan setpointing to the one-acre parcelto be rezoned P D-CC-RC to state the m axim um square footageperm itted and thatclarify thattheapplicantisnotincreasingtheam ountoffloorarearatiothat isalready capped and perm itted to be built on the property w ith the existing Dulles28 Centre developm entprofferstatem ent. A-108

M s.jackieh arlow July 31,2015 P age3 R esponse:t heapplicanthasattem ptedtokeepthecdp fortheseapplicationsasclosetothecurrently approved CDP aspossible forclarity sake. S ince the previousapproved CDP sdid not include this inform ation,theapplicantseesnoneed tostartaddingittothecdp now. 11. Regarding draft P roffer9,dt CIrecom m endsthat the profferbe revised to state that the bicycle racks required by thisproffershallbe designed in conform ance w ith the criteriashow n in the latest AAS H T O guidelinesforbicyclefacilitiesandshow nonasiteplanforeach buildingconstructed inlandbaysa1 and A2,priortositeplanapproval. R esponse:a ny siteplanincludingbikerakesm ustm eetfs M typeofinform ationintheproffers. standards.w eseenoneed toincludethis Departm entofp lanningand Zoning,ZoningDivision,Com m entm em orandum dated July 1,2015: 1. In regard to the headerforthe proffers,the actualapplication num berforzm AP 2015-0005 isnot referenced in total. Isuggestthatthe blank be filled. Ialso suggestthatthe blank forthe revision datebefilled asw ell. R esponse:changem ade. 2. Inregard to thepream ble,inotethatattheend ofthefirstparagraph theapplicantstatesthatthe proffersshallbe nulland void ifzcp A 2013-0002 isnotapproved. T he applicantalso states,atthe end ofthe second paragraph,that the proffersshallbe nulland void ifzm AP 2015- isnot approved. H ow ever,it isnot clearw hat the applicant intendsin the event one application is approved and the otherdenied. Ipresum e thatthe entirety ofthe proffersw illbe nulland void as they pertaintoboth thezcp A property andthezm AP property,butitisnotclearly stated. Isuggest thattheapplicantclarify theirintent. R esponse: Clarified. 3. In furtherregard to the pream ble,in the seventh line ofthe third paragraph thereof,isuggestthat the phrase ZCP A 2013-0002 be inserted afterthe first w ord Am endm ent and that the phrase ZM AP 2015-0005 be inserted after the phrase Zoning M ap Am endm ent in order to m ore accurately reflectthetitleassetforth onthereferenced ConceptP lan. R esponse: Changem ade. 4. Inregard totheproffers,inotethattheapplicantstatesthattheexistingproffersw illrem aininfull forceandeffectexceptasspecifically am ended. Ialsonotethatexistingproffer1 isnotproposedto be am ended. Existing proffer1 requiresdevelopm ent on the P roperty to conform to the existing Concept P lan,and not the Concept P lan subm itted w ith thisreferral. Ifthe intent isto have the P roperty conform tothesubm ittedconceptp lan,thenexistingproffer1 w illneedtobeam ended. I suggestthatthisbeconsidered. R esponse:p roffer1 hasbeenadded totheprofferstatem ent. A-109

M s.jackieh arlow July 31,2015 P age4 5. InregardtotheproposedConceptP lan,isuggestthatthelim itsofp arcel108bem oreclearlydefined on the ConceptP lan. Ialso suggestthatanote be placed on the ConceptP lan w here P arcel108 is designated toindicate S een ote#1. R esponse: Clarificationadded. T he star directsuserston ote1. 6. In furtherregard to the proposed Concept P lan,isuggest that the note placed next to the T ree Conservationand ReforestationArea bechanged from S een ote#2 to S een ote#3. R esponse: Changem ade. 7. In furtherregard to the proposed Concept P lan,inote that the applicant hasdeleted the existing dem arcationforthe Lim itsofautorelated U ses. S incethereisnothingintheprofferssuggesting thatthisrestrictionisbeingrem oved.iftheintentistodeleteautodealerandautorelatedusesfrom Land BaysA1 and A2,Isuggestthatthisbeclearly stated. R esponse: T hea pplicant sintentistonotrestrict A utor elated U ses onany oftheland bays. 8. In furtherregard to the proposed Concept P lan,inote that the parcelw hich isthe subject ofthe proposed rezoningto P D-CC-RC hasanotew hich reads O ffice,h otel,retail,com m ercial,g olfand G olfrelated Com m ercialrecreation U sesestablished by previously approved ZM AP 89-21,ZCP A 1997-0002,ZCP A 1998-0007,ZCP A 1999-0007,ZCP A 2006-0010,ZCP A 2007-0003,S P EX 2006-0025 and the Revised 1993 Zoning O rdinance. Ihave no ideaw hatthe intentofthisnote isasnone of the referenced applicationsapply to the noted parcel. Additionally,there isnothingin the proffers oron the Concept P lan that addressesproposed usesforthisparcel. Isuggest that the applicant clarify theirintendedusefortheparceland how m uch developm entthey proposefortheparcel. R esponse: Clarified. P arcelto be developed w ithin adjoiningp D-CH usesw ith no additionalfa R alow ed. 9. In further regard to the proposed Concept P lan I note that there are three proposed Zoning M odificationslisted. H ow ever,ihaveseennothinginthereferralm aterialsto explainorjustify the proposed m odifications,as is required by S ection 6-1217(A)(3),or dem onstrating how the m odificationw illbeusedinthedesignoftheproject,asisrequiredbys ection6-1217(a)(5).isuggest thatthesem attersbeaddressed. R esponse: Justificationadded tos heet4. 10.Inregardtoproposedproffer1.,inthesecondlinethereof,Isuggestthatthew ord use bechanged to uses. R esponse: Changem ade. 11.In furtherregard to proposed proffer1.,in the fourth line thereof,the applicant refersto the Concept P lan. H ow ever,thishasnot been created asaterm ofart so it isnot clearw hat the applicant intended to reference.in the finalparagraph ofthe pream ble the applicant refersto the A-110

M s.jackieh arlow July 31,2015 P age5 P lans et,butitisnotcleariftheapplicantintendedfortheentirep lans ettoconstitutetheconcept P lan. Isuggestthattheintentbeclarified. R esponse: T hishasbeenclarified w iththeadditionofp roffer1. 12.In regard to the proffersgenerally,isuggestthataline space be provided betw een each proposed profferinordertoaid intheadm inistrationoftheproffers. R esponse: Done. 13.In regard to proposed proffer2.,i note that the applicant isproposing to change the existing requirem ent,w hich specifiesthatofficebuildingsconstructedonthe W estofp acificboulevardland Bay befourstoriesinheight,sothattherequirem entappliesonly tolandbaysa1 anda2.itshould benotedthattheproposedconceptp lanspecifically statesthatthe W estofp acificboulevardland Bay isnotincludedinthisapplication.consequently,theproposedchangeinlanguagew illnothave an im pacton the W estofp acificboulevard Land Bay and the existing requirem entforfourstory officebuildingsinthatlandbayw illnotbechangedbythisproposal.iftheapplicantw ishestodelete thisrequirem ent from the W est ofp acific Boulevard Land Bay then such land bay needsto be included inthisapplication. R esponse: T heapplicantdisagreesw iththisinterpretation.itisnotedthatthecurrently approved profferusesthesam elanguage. W estofp acificboulevardl andbay onthecdp doesnotinclude theareaforl and BaysA 1,A 2 andb. 14.Inregard toproposed proffer4.,inotethattheapplicantdoesnotsetforth thechanged proffersin theirentirety. Isuggestthatthisbedone. R esponse: S incethisisam inorchangetoavery longproffer,theapplicantdoesnotseeaneedto restatethew holeproffer. 15.In regard to proposed proffer5.,inote that the applicant desiresto change the current language, w hich requiresconstruction ofan enhanced Retention P ond forthe new developm ent on the P roperty located w est of the P acific Boulevard that drainsto such pond,to instead require construction forthenew developm entonthep roperty located inland Bay A1 and/orland Bay A2 w est of the P acific Boulevard that drainsnaturally to such pond. I urge staff to review the appropriatenessofsuch proposed change,but note that the W estofp acificboulevard Land Bay w illcontinueto besubjectto thisrequirem entasitisnotsubjecttothisapplication. Iftheintentis to rem ove the W estofp acificboulevard Land Bay from thisproffer,then such land bay needsto beapartofthisapplication. R esponse: T heportionoftheproperty w estofp acificboulevardthatisnotpartofthisapplication doesnotdraintothepondthatisthesubjectofthisproffer. Infact,throughthesiteplanprocess, alofthat areahasalready been provided w ith S W M /BM P facilitieselsew here on the property. T heapplicanthastried toclarify thisprofferaccordingly. A-111

M s.jackieh arlow July 31,2015 P age6 16.In regard to proposed proffer6.,in the last line thereof,isuggest that the phrase ofzcp A 2007-0003 beinserted follow ingthephrase com m itm entsinp roffers4a and 10. R esponse: Changem ade. 17.Inregardtoproposedproffer8.,inthesecondlinethereof,Isuggestthatthew ord only bechanged to any. R esponse: Changem ade. 18.In regard to the parcelthat isthe subject ofthe proposed ZM AP application,isuggest that it be indicatedthatthereshallbenodirectaccessfrom theparceltoroute625.ialsosuggestthataccess forthe parcelbe show n on the proposed Concept P lan,asisrequired by S ection 4-206(D). Inote thats ection4-206(d)(4)specifiesthataccesstoap D-CC-RC zoningdistrictistobe controlledaccess ontoarterialroads. Inasm uch astheonly road frontagethisparcelhasisontoroute625,isuggest thatthissectionm ay needtobem odified. R esponse:a ccesshasbeenshow nontheconceptp lan.t heconceptp lanalsonow show snoaccess tothisparceldirectly from W axpoolr d. 19.In furtherregard to theparcelthatisthe subjectofthe proposed ZM AP application,inotethatthe ConceptP lan statesthatthe parking setback provided in S ection 4-205(C)(1)(d)isto be reduced. I presum e thism eansthat the provisionsin that section concerning yards/setbacksforbuildings, storage,areasforcollectionofrefuse,andloadingareasw illcontinuetoapply. Isuggestthatthisbe clarified. R esponse: O thersetbacksw ilrem ainineffect. 20.In furtherregard to the parcelthat isthe subject ofthe ZM AP application,inote that there isno proposed pedestrian circulation plan,asisrequired by S ection 4-206(F)(1),norare the pedestrian facilitiesrequired pursuant to S ection 4-206(F)(2) show n on the proposed Concept P lan.isuggest thatthesedeficienciesbeaddressed. R esponse: T hisw ilbeaddressed atsiteplanstage. 21.T heseproffersw illneedtobesignedby alllandow ners,andbenotarized,priortothepublichearing onthisapplicationbeforetheboardofs upervisors. R esponse: A cknow ledged. Departm entofp lanningand ZoningEm aildated June26,2015: S taffdoesnot supportam ending the CDP to allow the vacated right-of-w ay forcom m ercialdrive to be includedinthen orth Com m erciallandbay. Additionalautodealershipsandauto-relatedserviceusesdo notprom ote the em ploym entcorridorenvisioned forroute 28. S taffunderstandsthisisanarrow strip ofland;how ever,theadditionalland areashould rem ainpartofthes outh Com m ercialland Bay. A-112

M s.jackieh arlow July 31,2015 P age7 R esponse:t hevacatedr O W cannotbedevelopedasastandaloneparcelduetosetbackrequirem ents and otherlim iting factorsofit shape.t he Du les28 Centre w asdeveloped before the m ost recent changesto the County plan in regardsto R oute 28.P riorto those changes,the developm ent w asin conform ance w ith the GeneralP lan for thisarea. T hischange doesnot preclude thisstrip from developingasan extension ofthecom m ercialland bay tothesouth.h ow ever,itaffordstheoption of alow ing itto develop forauto dealership use,asexiststo the property snorth.h ow everdeveloped, the property m ustm eetalsetbackand landscaping bufferrequirem ents.itisnoted thatthe current zoningontheoveralprojectalow s81.6acrestobedevelopedforautodealershipuse.currently there areapproxim ately 79.2 acresdevelopedordesignatedforthatuse,sothereisroom w ithintheexisting proffersforthisareato be developed forauto dealership use.t he applicantseeksapprovalto m ake thischangesothattheproperty ism orem arketableandcanprovideincreasedvaluetothecounty and R oute28tax base. S taffhasno issue w ith developing hoteland office usesw ithin Land Bay B priorto developm entw ithin Land BaysA1 and A2;how ever,the originalcom m itm entto the developm entofoffice usesw ithin Land BaysA1 and A2 should beretained. T hiscanbeachieved by includingacom m itm entw ithintheproffers orlabelingland Bay A2 ontheconceptdevelopm entp lanforofficeuses. R esponse:t heuseslistedonthecdp L andbay A 2 doincludeoffice.t hisapplicationcontinuestoalow office usew ithin L and BaysA 1 & A 2.T hisdoesnotchange any priorapprovalsrelatingto office other thantoalow officeusestobedeveloped inl and Bay B inadvanceofofficeusesinl andbaysa 1 & A 2. S taffrecom m endsp roffer4a state the renovation ofthe storm w aterm anagem ent facility w illoccurat the tim e ofthe first subm ission ofaconstruction plan and profile orsite plan,w hicheveroccursfirst in tim e forany developm ent w ithin Land BaysA1 ora2. Asthe site w illbe graded,s taffrecom m ends rem ovingthereferencetoareasthatdrainnaturallytothepondandinsteaddepictthedevelopm entarea ontheconceptdevelopm entp lanw hich w illtriggerthepond renovation. R esponse:t hew ord naturaly hasbeenrem oved from thisrevised proffer.t heintentofthisproffer revisionw astochangetheland bay designationfrom A to A 1 & A 2. Based on the revisionsto the CDP and profferstatem ent and w ith the above responses,the applicant feelsthey have addressed the staffcom m entsto the fullest extent possible.t herefore,w e respectfully request thisapplication be forw arded to the P lanning Com m ission forpublic hearing at the earliest possibletim e.t hank you.ifyou haveany questionspleasefeelfreetocontactm e. Very truly yours, LouisCanonico,P.E. ViceP resident LC/dm l A-113

DULLES 28 CENTRE Zoning Concept Plan Amendment ZCPA 2013-0002 Zoning Map Amendment ZMAP 2015-0005 PROFFER STATEMENT April 14, 2014 Revised December 22, 2015 Dulles 28 Associates, LLLP, (successor by name change to North Dulles Retail Associates Limited Partnership), the owner of Tax Map 80((18)), Parcel 9 (PIN# 043-37-2508), Parcel 10 (PIN# 043-27-3683), Parcel 11 (PIN# 043-27-4656), Parcel 12 (PIN# 043-27-5728), Parcel 13 (PIN# 043-17-8099), Parcel 14 (PIN# 043-17-5778), Parcel 15 (PIN# 043-17-2630), Parcel 25 (PIN# 043-16-9304), and Tax Map 80//27B (PIN# 044-47-0591); Dulles 28 Centre Retail Group LLC, the owner of Tax Map 80//108 (PIN #043-19-3414); and Dulles 28 Hotel One, LLC, the owner of Tax Map 80((18)), Parcel 34 (PIN# 043-19-5918), the applicants and owners herein (hereinafter collectively Applicant ), on behalf of themselves and their successors in interest, hereby voluntarily proffer, pursuant to Section 15.2-2303, Code of Virginia (1950), as amended, and Section 6-1209 of the Revised 1993 Zoning Ordinance of Loudoun County, Virginia (the Zoning Ordinance ), that the development of the above identified eleven (11) parcels (collectively hereinafter referred to as the Property ), will be in substantial conformance with the following proffered conditions if, and only if, this Zoning Concept Plan Amendment application, ZCPA 2013-0002, is approved by the Board of Supervisors of Loudoun County. In the event that this ZCPA 2013-0002 and ZMAP 2015-0005 are denied, these Proffers shall be of no force or effect. Further, Dulles 28 Associates, LLLP, as Applicant and the owner of the aforesaid Tax Map 80//27B (PIN# 044-47-0591) (hereinafter referred to separately as the CC-RC Parcel ), on behalf of itself and its successors in interest, hereby voluntarily proffers, pursuant to Section 15.2-2303, Code of Virginia (1950), as amended, and Section 6-1209 of the Zoning Ordinance, that the development of the CC-RC Parcel will be in substantial conformance with the following proffered conditions if, and only if, this Zoning Map Amendment application, ZMAP 2015-0005, rezoning the CC-RC Parcel to Planned Development- Commercial Center-Regional Center (PD-CC-RC), is approved by the Board of Supervisors of Loudoun County. In the event that this ZCPA 2013-0002 and ZMAP 2015-0005 are denied, these Proffers shall be of no force or effect. The previously approved proffers for ZMAP 1989-0021 Dulles 28 Center Concept Plan Amendment and ZCPA 1997-0002 Dulles 28 Center (the 1997 Proffers ); ZCPA 1998-0007 Dulles 28 Center (the 1998 Proffers ); ZCPA 1999-0007 Dulles 28 Centre Broad Run Golf Club (the 1999 Proffers ); ZCPA 2006-0010 Presidential Golf Club (the 2006 Proffers ); and ZCPA 2007-0003 Dulles 28 Centre (the 2007 Proffers ) (all of the foregoing being collectively referred to herein as the Existing Proffers ) shall remain in full force and effect for the portions of the Property to which they currently apply and are hereby proffered to be and become applicable to the CC-RC Parcel (it being the intent that the CC-RC Parcel shall hereafter be deemed as part of the Property for purposes of the application of the Existing Proffers), except as specifically amended, deleted, or supplemented in this proffer statement. The amended and 1 Attachment 4 A-114

supplemented proffers contained herein shall apply only to the Property depicted as the striped and crosshatched portions of Dulles 28 Centre including the CC-RC Parcel (PIN# 044-47-0591), as depicted on the concept development plan hereby defined as Sheet 4 of 4 (the Concept Development Plan ) of the plan set entitled Dulles 28 Centre Zoning Concept Plan Amendment ZCPA 2013-0002 Zoning Map Amendment ZMAP 2015-0005, dated May 13, 2013, revised through October 26, 2015 prepared by christopher consultants, ltd. All land development applications, including zoning permit applications, for development of all or any portion of the Property shall identify the applicable Land Bay designations noted on the Concept Development Plan, as applicable, and shall identify said applications or permits as being subject to the Proffers of this Application ZMAP 2015-0005/ZCPA 2013-0002. The Applicant and its successors and assigns voluntarily proffers as follows, provided that in all of the following numbered Proffers, the term Property shall encompass and refer to all of the parcels described hereinabove, including the CC-RC Parcel (PIN# 044-47-0591): 1. Proffer 1 of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: Concept Development Plan The Applicant shall develop the Property in substantial conformance with the Concept Development Plan defined above and attached as Exhibit A hereto. The Concept Development Plan sets forth (i) the land uses (e.g., office, hotel, retail, commercial, auto dealers and auto related services, commercial recreation and golf related uses, including club house facilities) in the portions of the Property designated as Land Bays A1, A2, and B (also crosshatched on the Concept Development Plan), (ii) the amount of the additional hotel square footage permitted in the portion of the Property located in the striped area shown on the Concept Development Plan, comprising PIN s 043-19-3414 and 043-19-5918 located south of Commercial Drive and east of Pacific Boulevard, (iii) the addition of auto dealer use on PIN 043-19-3414 (See Note 1 on the Concept Development Plan), and (iv) the addition of Tax Map 80//27B (PIN# 044-47-0591) hereby rezoned for PD-CC-RC uses. 2. Proffer 2.B., Note 3 of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: This Proffer 2.B. does not impact the amount of total auto dealer uses which remain permitted up to 81.68 acres at up to a 0.4 FAR. Auto related services may be developed up to a 0.4 FAR in the areas designated on the Concept Development Plan in Land Bays A1 and B and on PIN 043-19-3414. This Proffer 2.B. does not impact the 100,000 square feet of golf and golf related commercial recreation uses permitted in Land Bays A1, A2, and B. 2 A-115

3. Proffer 3.B. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: Any office building constructed in Land Bay A1 or A2 shall be a minimum of four (4) stories. 4. Proffer 3.C. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: There shall be no hotel uses permitted in Land Bay B. 5. Proffers 3.D.i, ii, and iii of the 2007 Proffers are deleted in their entirety and the following are substituted therefor solely to revise Land Bay A to A1 or A2 : D. Design i. If a hotel or office use is developed in Land Bay A1 or A2 and parking is proposed to be located between such hotel or office building and Pacific Boulevard and/or Waxpool Road, the Applicant shall install the landscaping consistent with the standard established by the landscape plan revised as of 08-14-2009 attached as Exhibit B hereto along the road frontage adjacent to said office or hotel in lieu of the landscaping referenced in Proffer 3.A. hereof. ii. If a hotel or office use is developed in Land Bay A1 or A2, and the building is proposed to be primarily oriented toward the storm water management facility referenced in Proffer 4 below (hereafter the "Pond"), then there shall be no more than a single travelway with parking on one side between the building and the Pond. iii. Any office use in Land Bay A1 or A2 that is primarily oriented toward the Pond shall be constructed with consistent architectural treatment, materials and colors on all four (4) sides. 6. Proffer 4.A. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: Prior to the first to occur of the issuance of an occupancy permit for either an office or hotel use in Land Bay A1 or A2, the Applicant will either renovate the existing stormwater management facility located in Land Bays A1 and A2 to provide a retention pond (wet pond) or provide an enhanced extended detention facility with sediment forebays, all in accordance with Chapter 5 of the provisions of the Facilities Standard Manual in effect (i) at the time of submission of the application for the zoning permit for said hotel or office or (ii) at the time of the initial submission and acceptance of the Construction Plans and Profiles or Site Plan for the retention pond or enhanced extended detention facility, whichever is earlier. This said wet pond or enhanced extended detention facility with sediment forebays, in combination with wetland plantings, such as an aquatic bench, will be designed and constructed to increase the removal of pollutants (specifically phosphorus) and sedimentation from the stormwater run-off associated with the development of the Property in excess of that which the existing stormwater management facility currently provides. The said wet pond or enhanced extended detention facility with sediment forebays shall provide BMPs for the new development on the Property located in Land Bays A1 and A2 that drains naturally to such pond. The said first occupancy permit for either an office or 3 A-116

hotel use in Land Bay A1 or A2 shall not be issued until the Applicant has provided (i) written documentation from County Building and Development or Zoning Administration staff that the said retention pond or enhanced extended detention facility with sediment forebays has been completed, or (ii) written documentation from Zoning Administration staff that the construction of said stormwater management facilities is no longer a prerequisite for issuance of such occupancy permit. 7. Proffer 4.C. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: In connection with and during the development pursuant to any site plan for either hotel or office use in Land Bay A1 or A2, the Applicant shall work with the County to design and implement at least one Low Impact Development (LID) design measure deemed likely to be effective based on the physical characteristics of the site. Such LID measure shall be shown on said site plan and shall be in addition to the commitments in Proffers 4A and 10 of the 2007 Proffers. 8. Proffer 7.A. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: Applicant shall construct a ten (10) foot wide asphalt trail, within a fourteen (14) foot wide public access easement granted to the County at no public cost, along the Property s frontage on Pacific Boulevard, which trail shall be constructed prior to the issuance of the first occupancy permit for any use in Land Bay A1 or A2. The said first occupancy permit shall not be issued until the Applicant has provided (i) written documentation from County Building and Development or Zoning Administration staff that the said trail has been completed, or (ii) written documentation from Zoning Administration staff that the construction of said trail is no longer a prerequisite for issuance of such occupancy permit. 9. Proffer 7.C. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: If approved by VDOT, prior to the issuance of the first occupancy permit for any use in Land Bay A1, A2, or B, the Applicant shall construct a crosswalk across Pacific Boulevard at its intersection with Columbia Place, and shall modify the traffic signal at such intersection to include pedestrian signalization. The said first occupancy permit in Land Bay A1, A2, or B shall not be issued until the Applicant has provided (i) written documentation from County Building and Development or Zoning Administration staff that the said crosswalk has been completed, or (ii) written documentation from Zoning Administration staff that the construction of said crosswalk has not been approved by VDOT or is otherwise no longer a prerequisite for issuance of such occupancy permit. 10. Proffer 7.D. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: Each building constructed in Land Bays A1 and A2 shall include and provide at least one bicycle rack, with each rack accommodating a minimum of four (4) bicycles. 4 A-117

11. Proffer 7.E. of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: Each office building constructed in Land Bays A1 and A2 shall include and provide shower facilities. 12. Proffer 10 of the 2007 Proffers is deleted in its entirety and the following is substituted therefor: The Applicant shall establish tree save and reforestation areas in the locations shown on the Concept Development Plan as the "Tree Conservation and Reforestation Area." Clearing in these areas shall be permitted as allowed by the County and shall be permitted solely for the construction or maintenance of utilities and trail crossings, and any such clearing shall be limited to the minimum area required for such construction. A minimum of eighty percent (80%) of the canopy within the cumulative Tree Conservation and Reforestation Area depicted on the Concept Development Plan will remain in its natural state. In the event that the eighty percent (80%) canopy threshold cannot be achieved within the designated Tree Conservation and Reforestation Area, such lost canopy will be recaptured elsewhere on the Property in locations to be designated at the discretion of the Applicant in consultation with the County Urban Forester. Boundaries of the Tree Conservation and Reforestation Area shall be delineated on any record plat or site plan for the development. Construction plans and site plans shall clearly define the limits of the Tree Conservation and Reforestation Area. All such areas shall be clearly marked in the field, and tree protection fencing shall be placed outside the drip lines along the Tree Conservation and Reforestation Area prior to commencing land-disturbing activities. The Applicant reserves the right to remove, in consultation with the County Urban Forester, any dead, damaged, dying or diseased trees and vegetation, and any tree or vegetation that interferes with the construction, proper functioning and/or use of any utility or drainage easement, or creates a danger to property or persons. If, during construction on the Property, it is determined by the Applicants certified arborist and the County Urban Forester that any otherwise healthy tree located within the boundaries of any of the Tree Conservation and Reforestation Area described in this Proffer (and outside of the areas where clearing is permitted) has been damaged during construction conducted pursuant to this ZCPA and, as a consequence of such development activity, will not survive, then the Applicant shall remove each such tree and replace each such tree with two (2) trees of 2½ to 3-inch caliper, native, non invasive deciduous trees. The species and placement of replacement trees shall be proximate to the area of each such damaged tree so removed, or in another area determined in consultation between the Applicant and the County Urban Forester. Removal of trees after construction has been completed is prohibited without specific permission of the County Urban Forester except as necessary to accommodate forest management techniques, performed by or recommended by a professional forester or certified arborist, that are necessary to protect or enhance the viability of the canopy. Such management techniques 5 A-118

may include, without limitation, pruning and the removal of vines, invasive species, trees uprooted or damaged by extreme weather conditions, and trees or limbs that are diseased, insectinfested, dead, or are considered a hazard to life or property. In consultation with the County Urban Forester, the Applicant will, on a record plat by record plat and/or a site plan by site plan basis as development occurs, install additional 1 ½-inch caliper trees such that there will be a minimum of 200 trees per acre in the Tree Conservation and Reforestation Area in order to enhance the tree canopy and the environmental integrity of the slopes within the Tree Conservation and Reforestation Area. 13. The Applicant acknowledges that the County is in the process of designing and constructing widening improvements to the Waxpool Road/Pacific Boulevard intersection along the Property s frontage. The Applicant shall dedicate to the County the necessary right-of-way and all necessary related permanent and temporary easements outside of the dedicated right-of-way, such as slope maintenance, storm drainage, temporary construction, and utility relocation easements, necessary to accommodate the construction of said improvements along the frontage of the Property at no cost to Loudoun County or the Virginia Department of Transportation ( VDOT ). Such dedications will be in substantial conformance with the right-of-way and easement limits shown on the drawing entitled Waxpool Intersection Improvements, Overall Design, prepared by Dewberry, dated September 2015, attached hereto as Exhibit D. All such dedications will be made within 60 days of written request for same by the County or VDOT, and, in any event, shall be made and recorded prior to the approval of the first record subdivision plat or first site plan on the Property, whichever occurs first. 14. The Applicant reserves the right to pursue the approval of a right in and/or right out vehicle entrance from the Property s frontage on Waxpool Road without being required to obtain approval of a concept development plan amendment. The Applicant acknowledges that in order for any such entrance to be approved, it must meet all applicable VDOT and Loudoun County standards and criteria. In addition, prior to submitting any plan to the County for such entrance, the Applicant will submit a traffic study showing that the provision of such an entrance will not create operational and/or safety issues along Waxpool Road and will not negatively impact the level of service at the Waxpool Road/Pacific Boulevard intersection. 6 A-119

These Proffers shall be binding on the heirs, executors, administrators, assigns, and successors in interest of the Applicant. The undersigned hereby warrants that all of the owners of any legal interest in the subject Property have signed this Proffer Statement, that no signature from any additional party is necessary for these Proffers to be binding and enforceable in accordance with their terms, that he/she has full authority to bind the Property to these conditions and that the Proffers are entered into voluntarily. DULLES 28 ASSOCIATES LLLP By: Lerner Enterprises LLC its sole General Partner By: Name: Title: STATE OF COUNTY OF, to wit: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that, as of Lerner Enterprises LLC, as General Partner on behalf of Dulles 28 Associates LLLP, whose name is signed to the foregoing Proffer Statement, has acknowledged the same before me in my State and County aforesaid. GIVEN under my hand this day of, 2015. My Commission Expires: Registration# Notary Public 7 A-120

These Proffers shall be binding on the heirs, executors, administrators, assigns, and successors in interest of the Applicant. The undersigned hereby warrants that all of the owners of any legal interest in the subject Property have signed this Proffer Statement, that no signature from any additional party is necessary for these Proffers to be binding and enforceable in accordance with their terms, that he/she has full authority to bind the Property to these conditions and that the Proffers are entered into voluntarily. DULLES 28 HOTEL ONE, LLC By: LERNER ENTERPRISES LLC its sole Member By: Name: Title: STATE OF COUNTY OF, to wit: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that, as of Lerner Enterprises LLC, as sole Member on behalf of Dulles 28 Hotel One, LLC, whose name is signed to the foregoing Proffer Statement, has acknowledged the same before me in my State and County aforesaid. GIVEN under my hand this day of, 2015. My Commission Expires: Registration# Notary Public 8 A-121

These Proffers shall be binding on the heirs, executors, administrators, assigns, and successors in interest of the Applicant. The undersigned hereby warrants that all of the owners of any legal interest in the subject Property have signed this Proffer Statement, that no signature from any additional party is necessary for these Proffers to be binding and enforceable in accordance with their terms, that he/she has full authority to bind the Property to these conditions and that the Proffers are entered into voluntarily. DULLES 28 Centre Retail Group LLC By: LERNER ENTERPRISES LLC its sole Member By: Name: Title: STATE OF COUNTY OF, to wit: I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that, as of Lerner Enterprises LLC, as sole Member on behalf of Dulles 28 Hotel One, LLC, whose name is signed to the foregoing Proffer Statement, has acknowledged the same before me in my State and County aforesaid. GIVEN under my hand this day of, 2015. My Commission Expires: Registration# Notary Public 9 A-122

A-123

LANDOWNER LANDOWNER PROPERTY PROPERTY IDENTIFICATION IDENTIFICATION NUMBER NUMBER BOSTON PROPERTIES Beaumade Dulles 28 Gold BOSTON PROPERTIES Associates, LLC Boston Properties Limited BEAUMEADE DULLES 28 GOLF Partnership ASSOCIATES LLC Dulles 28 Associates LLP DULLES 28 ASSOCIATES LLP ASB Ashburn Data Center LLC DULLES 28 ASSOCIATES LLP WG28 Sterling VA LLCLLP DULLES ASSOCIATES AOL Inc.VA LLC WG STERLING Dulles 28ASHBURN Associates LLP ASB DATA LLC LLP Dulles 28CENTER Associates Right Of Way Info As Of 12-1-14 Right Of Way Info As Of 09-24-2015 AREA AREA EASEMENTS FEE FEE EASEMENTS TOTAL FEE TAKING TOTAL FEE TAKING PERMANENT UTILITYUTILITY TEMPORARY REMAINDER PERMANENT TEMPORARY REMAINDER ACRES ACRES ACRES ACRES ACRESACRES ACRESACRES ACRES ACRES ACRES ACRES 136.520 0.103 136.417 1.838 0.204 100.190 99.918 0.121 0.257 0.204 0.020 0.027 0.273 136.520 0.1030.272 136.417 112.090 100.190 043-16-9304 043-16-9304 044-47-0591 044-47-0591 043-17-2630 043-17-2630 14.210 1.400 16.120 1.000 18.080 14.210 25.650 18.080 0.3020.103 0.179 0.144 0.1790.008-1.400 16.120 1.000 0.051 111.987 0.245 0.005 99.888 14.031 0.024 0.428 0.000 0.040 0.000 1.400 0.000 16.069-0.414 1.400 15.976 1.000 14.03118.072 18.08025.650 1.000-0.313 0.214 0.240 0.210 0.020 0.052 0.014 0.401 0.291-0.394 0.189 0.502 0.020-0.000 0.094-0.073 Old Areas New Areas A-124