PROFFER STATEMENT
RE:	REZ #PLN2002-00034, Greater South Market 

Applicant/Record Owner:	South Market L.L.C., Roland E. Goode, Trustee (George Truman Ward, Successor Trustee), the Heirs of James W. and Margaret C. Head and Richard and Iris Frazier
Property:	570 acres Planned Mixed Residential Use District (PMR)
		58 acres Office/Flex O(F)
		35 acres Agricultural (A-1)
G.P.I.N.s 7198-80-5827, 7198-71-5150, 7198-81-3364, 7198-81-7043, 
7198-90-5683, 7297-18-3364, 7297-18-1108; 7297-05-8082, 7297-15-0385, 7198-70- 0330, 7297-17-4820, 7297-27-5673, 7297-06-8836, 7198-71-5486, 7198-72-4736, 7297-07-8339, 7297-07-4399, 7297-18-4307, 7297-05-8863, 7297-16-2736, 7298-10-6356, 7297-39-1952, 7298-30-5829, 7298-20-9236, 7198-60-8697, Thoroughfare Road Right of Way (to be vacated)
Brentsville Magisterial District

Date:   May 5 June 23, 2003

The undersigned hereby proffers that the use and development of the subject Property shall be in strict conformance with the following conditions and shall supersede all other proffers made prior hereto.  In the event the above-referenced rezoning is not granted as applied for by Applicant, these proffers shall be withdrawn and are null and void.

The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers.  Any improvements proffered herein shall be provided at the time of development of that portion of the site adjacent to the improvement, unless otherwise specified.  The term "Applicant" as referenced herein shall include within its meaning all future owners and successors in interest.

References made in this Proffer Statement to various plans and exhibits are to be interpreted to be references to the following plans and exhibits: 

1.	"PMR-Master Zoning Plan/General Development Plan - Greater South Market" ("Land Use Plan"), prepared by Greenhorne & O'Mara, Inc. and dated May, 2002, last revised February 2003 (sheet 1 of 4)
2.	"Transportation and Utility Plan – Greater South Market" ("Transportation Plan"), prepared by Greenhorne & O'Mara, Inc. and dated May, 2002, last revised February 2003 (sheet 3 of 4)
3.	"Road Improvement Exhibit – Greater South Market" ("Road Improvement Plan"), prepared by Greenhorne & O'Mara, Inc. and dated May 2002, last revised February 2003.
4.	"Entry Features Illustrative" ("Entry Feature Exhibit"), prepared by The Lessard Architectural Group, Inc. and dated February 2003 (sheets 3 & 4 of 6).
5.	"Buffer Options– James Madison Highway/Rte. 15" ("Buffer Plan"), prepared by The Lessard Architectural Group, Inc. and dated February 2003 (sheet 2 of 6).
6.	"Streetscape Illustrative" ("Streetscape Exhibit"), prepared by The Lessard Architectural Group, Inc. and dated February 2003 (sheets 5 & 6 of 6).
7.	"Concept Plan Illustrative" ("Concept Plan"), prepared by The Lessard Architectural Group, Inc. and dated February 2003 (sheet 1 of 6).
8.	"Private Street Standards" ("Private Street Standards"), prepared by Greenhorne & O'Mara, Inc. and dated December 31, 2002.

TRANSPORTATION
1.	James Madison Highway (Route 15)
a.	The Applicant shall dedicate, at no cost to Prince William County, right of way up to sixty-four feet (64') in width from the existing western right of way line of James Madison Highway (Route 15) across the frontage of the Property.  Said dedication shall be made in connection with the approval of the first final plan for the Property.
b.	The Applicant shall construct left and right turn lanes and other improvements associated with said left and right turn lanes as determined necessary at the time of site plan in order to provide safe access at each of the two entrances to Property along Route 15 at the time each such connection made.  Said improvements shall be as shown on the Road Improvement Plan.
2.	Thoroughfare Road
a.	The Applicant shall dedicate right of way, at no cost to Prince William County or VDOT, up to fifty feet (50') in width for the realignment of Thoroughfare Road across a portion of Property as generally shown on the Transportation Plan and shall construct realigned Thoroughfare Road in accordance with the Prince William County Design and Construction Standards Manual (DCSM) RL-1, Category II, road section with a tie into existing roadway sections on both sides.
b.	The Applicant shall dedicate, at no cost to Prince William County or Virginia Department of Transportation (VDOT), right of way up to twenty-five feet (25') in width from the existing centerline of Thoroughfare Road across the frontage of the Property.
3.	Haymarket Bypass
a.	The Applicant shall design the Haymarket Bypass from Old Carolina Road to James Madison Highway as a 4-lane divided roadway substantially as shown on the Road Improvement Plan.  Said plan shall be submitted to Prince William County in connection with, if accepted for review by the County, the earlier of either the submission of the first final plan for the initial phase of residential development on the Property or within 180 days of final rezoning by the Board of County Supervisors as applied for by the Applicant.  "Final Rezoning", as the term is used herein, shall be defined as that zoning which is in effect on the day following the last day upon which the Prince William Board of County Supervisors' decision granting the rezoning may be contested in the appropriate court or, if contested, the day following entry of a final court order affirming the decision of the Board of Supervisors which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. 
b.	Upon the approval of the final plan for the Haymarket Bypass improvements by the County and VDOT, subject only to the acquisition of the required right of way and easements, the County shall acquire all said required right of way and easements for the Haymarket Bypass within twenty-four (24) months.  
c.	Upon the acquisition of the said right of way and easements by the County and final approval of the said road plan by the County, the Applicant shall record the record plat(s), bond the improvements and commence construction of the road improvements.  Construction of the said road improvements shall be completed and the roadway segment shall be open for use by the public, but not necessarily accepted into the State system for maintenance, within twenty-four (24) months of the commencement of construction of said improvements.
d.	In the event the County chooses not to or is unable to obtain the necessary right of way and easements for the construction of the Haymarket Bypass as set forth hereinabove within twenty four (24) months of plan approval as set forth in proffer #3.b. above, the Applicant shall make a monetary contribution to the Prince William Board of County Supervisors for transportation improvements in the area to include but not limited to completion of the Haymarket Bypass or the extension of rail for Virginia Railway Express purposes to the Haymarket/Gainesville area in lieu of the construction of said improvements in accordance with the following:
(1)	At the time the County chooses not to or is unable to obtain right of way and easements and so notifies the Applicant, the Applicant shall within thirty (30) days of said notice, make a monetary contribution in the amount of $1,100,000 less the cost incurred by the Applicant in connection with the preparation of the final engineering plans for the Haymarket Bypass.  Such costs shall include engineering, plan review fees, bond fees and the like.  Documentation of said expenses shall be submitted to the County at the time said contribution is made.
(2)	The Applicant shall make an additional $1,000,000 contribution in an amount representing the difference between the total contribution based on a per unit contribution of $5,253 per non-age restricted unit as approved on the Preliminary Plan and the payment made pursuant to subparagraph 3.d(1) above.  Said contribution shall be paid at the later of either the time a building permit is issued for the 250th residential unit constructed on the Property or the County chooses not to obtain the required right of way and easements and so notifies the Applicant.
(3)	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $2,903.00 per age restricted unit constructed on the Property to be used for transportation improvements.  Said contribution shall be made, on a per unit basis, prior to and as a condition of the issuance of a building permit for each said unit constructed on the Property.  To the extent that the Applicant has been issued building permits for age restricted units prior to the time this alternative is implemented, the Applicant shall, at such time this alternative is pursued, make a lump sum monetary contribution for all such building permits issued to date. 
 4.	Signalization.  The Applicant shall provide a warrant analysis upon the request of the County and shall construct a traffic signal at each of the two proposed entrances to Property along Route 15 at the time warrants are met for each signal during the development of the Property.  In the event signals are not warranted during the development of the Property, the Applicant shall have no further responsibility for such signals and this proffer shall be null and void.
5.	Site Access
a.	All access to the Property from Route 15 shall be substantially as shown on the Transportation Plan.  Notwithstanding, temporary construction access shall be allowed at other locations along Route 15 as approved by the County in accordance with applicable standards.
b.	The maximum number of entrances on Route 15 shall not exceed two (2).
c.	There shall be no connections to Thoroughfare Road or Beverly Road from the Property except for the following: (1) emergency vehicle access if requested by the County, (2) access to the golf course maintenance facility provided there is no vehicular connection between the golf course maintenance facility and the balance of the Property, and (3) temporary construction access during development of the Property.  The temporary construction access permitted herein shall be limited to the sections of Thoroughfare Road between Route 15 and the maintenance facility entrance at the southern end of the Property, and between Route 55 and the Property to the point where Thoroughfare Road is to be realigned.  In no event shall construction access be allowed from the Property at the point of Thoroughfare Road realignment south to the golf maintenance facility access.
6.	Interparcel Connections.  In lieu of the existing direct connections to Route 15, access for the outparcels identified with G.P.I.N.s 7297-39-6919, 7297-39-5703, 7297-38-4383 and 7297-38-3266 shall be provided through the Property to the northernmost access to Route 15 as shown on the Transportation Plan, subject to the agreement of the respective owners of the said outparcels.  The exact location of said interparcel connection shall be determined by the Applicant and respective owners and approved by the County.
7.	If during the course of development of the Property an intra- or inter-County bus system is established and it is determined by the operator of such system that the Property is an appropriate location for a bus stop, the Applicant shall construct a bus shelter on the Property conforming to the applicable transit company standards at a location within Land Bay F that is acceptable to the Applicant and to the bus system operator for the use of the patrons of the bus system.
	
8.	Within 180 days of Final Rezoning by the Board of County Supervisors as applied for by the Applicant, the Applicant shall, in consultation with representatives of the County and Virginia Rail Express (VRE), conduct and submit to the County a preliminary location and design study for a VRE station in the Haymarket area.

 	SITE DEVELOPMENT AND USES
7 9.	Development of the Property shall be in substantial conformance with the Land Use Plan. For purposes of applying the development parameters as set forth herein and on the Land Use Plan, reference is hereby made to the land bays of the Property identified on the Land Use Plan as Land Bays A through  G.  The exact boundaries and acreage of each Land Bay may be increased or decreased at the site plan or subdivision stage, not to exceed ten percent (10%) of the gross land area of the larger land bay impacted by each such change.  Access points to the individual Land Bays may vary in location and number based on final engineering and planning but shall be in accordance with approved standards, or as otherwise approved by the County at the time of site/subdivision plan.
8 10.	A maximum of 525 residential units shall be constructed in Land Bays A, B,  and  C and all such units shall be single family detached.
9 11.	Golf course and related facilities shall be permitted as a by right secondary use in Land Bays A, B, C, D and E.
10 12.	A maximum of 720 residential units shall be constructed in Land Bay E as permitted by the Res M designation on the Land Use Plan and occupancy of said units shall be age restricted in accordance with the following parameters:
a.	At least eighty percent (80%) of the occupied residential units shall be occupied by at least one person fifty-five (55) years of age or older and within such units the following conditions shall apply.
(1)	All other residents must reside with a person who is 55 years of age or older, and be a spouse, a cohabitant, an occupant's child eighteen (18) years of age or older, or provide primary physical or economic support to the person who is 55 years of age or older.  Notwithstanding this limitation, a person hired to provide live-in, long term or terminal health care to a person who is 55 years of age or older for compensation may also occupy a dwelling during any time such person is actually providing such care. 
(2)	Guests under the age of 55 are permitted for periods of time not to exceed sixty (60) days total for each such guest in any calendar year.
(3)	If title to any lot or unit shall become vested in any person under the age of 55 by reason of descent, distribution, foreclosure or operation of law, the age restriction covenant shall not work a forfeiture or reversion of title, but rather, such person thus taking title shall not be permitted to reside in such lot or unit until he shall have attained the age of 55 or otherwise satisfies the requirements as set forth herein.  Notwithstanding, a surviving spouse shall be allowed to continue to occupy a dwelling unit without regard to age.
b.	A maximum of twenty percent (20%) of the occupied residential units shall be allowed to be occupied by at least one person fifty (50) years of age or older and within such units the following conditions shall apply:
(1)	All other residents must reside with a person who is 50 years of age or older, be a spouse, a cohabitant, an occupant's child eighteen (18) years of age or older, or provide primary physical or economic support to the person who is 50 years of age or older.  Notwithstanding this limitation, a person hired to provide live-in, long term or terminal health care to a person who is 50 years of age or older for compensation may also occupy a dwelling during any time such person is actually providing such care.
(2)	Guests under the age of 50 are permitted for periods of time not to exceed sixty (60) days total for each such guest in any calendar year.
(3)	If title to any lot or unit shall become vested in any person under the age of 50 by reason of descent, distribution, foreclosure or operation of law, the age restriction covenant shall not work a forfeiture or reversion of title, but rather, such person thus taking title shall not be permitted to reside in such lot or unit until he shall have attained the age of 50 or otherwise satisfies the requirements as set forth herein.  Notwithstanding, a surviving spouse shall be allowed to continue to occupy a dwelling unit without regard to age.
c.	The above described use restrictions may be amended from time to time in accordance with applicable local and state regulations governing age restricted housing and the Federal Fair Housing Act so long as the substantive intent as set forth herein is maintained.
11 13.	Uses permitted in Land Bay D shall be restricted to a golf course and related facilities, country club, community recreation facilities and open space.  
12 14.	Land Bay G shall be retained as open space.  Within Land Bay G, existing vegetation shall be preserved and supplemental plantings shall be provided anywhere within said land bay as necessary in order to achieve the planting standard equivalent of a Type C Buffer as set forth in the Design and Construction Standards Manual.  The preservation of open space shall not preclude the implementation of wetland mitigation measures.
13 15.	Open space shall be provided on the property in general conformance with the Concept Plan.  The Applicant shall have the right to modify said open space areas based on final engineering and design provided that a minimum of sixty-two percent (62%) of the Property shall be provided as open space.  For purposes of this proffer, open space shall be defined to include open space, golf course, active and passive recreational uses/areas, Resource Protection Areas, 100-year floodplain, stormwater management ponds, streams, ponds and other similar water features and buffers.
16.	Subject to the right to develop and operate the golf course as established by this zoning and the proffers set forth herein, or as it may be modified in accordance with the applicable Prince William County ordinances, the Applicant shall, by deed of easement recorded among the land records of Prince William County upon completion of the golf course and related facilities, create a permanent irrevocable open space/conservation easement (Easement) on that approximate 371 acres as generally depicted on the exhibit entitled "Open Space Easement Exhibit", prepared by Greenhorne & O'Mara, Inc and dated June 20, 2003, attached hereto and incorporated herein by reference.  This easement shall be created for the benefit of and name Prince William County (or its authorized agent), if it chooses to accept said Easement, pursuant to the Open-Space Land Act of the Code of Virginia and/or a bona fide qualified conservation trust, or such similar entity, whose primary purpose is to hold such easements for the purpose of the permanent conservation of open space.  The land subject to the Easement shall count toward the open space requirements set forth in proffer #15.  The recipient of such Easement acknowledges the need to create normal and typical easements associated with the development of the Property and the right of the underlying fee simple owner to create such easements and the like without the consent or signature of the recipient of such Easement.
ENVIRONMENT
1417.	The Applicant shall make a monetary contribution to the Prince William County Board of County Supervisors in the amount of $75.00 per acre for water quality monitoring studies.  Said contribution shall be made at the time of final plan approval with the amount to be based on the disturbed acreage reflected on each site/subdivision plan.
15 18.	The Applicant shall provide two layered erosion control measures in connection with development and land disturbing activity that is within fifty feet (50') of the limits of a Resource Protection Area (RPA) and/or 100-year floodplain.
16 19.	An Integrated Pest Management Plan ("IPMP") shall be incorporated into the overall turfgrass management system for the golf course in order to manage insects, weeds and diseases.  The IPMP shall include, at a minimum, the following elements:
a.	All pesticides, fungicides, herbicides and fertilizers are to be stored indoors and in a secured building.
b.	An inventory of regulated chemicals stored on site shall be established and maintained. The inventory shall be updated at least annually and provided to the Prince William County Planning Director, or his designee, and the Fire Marshal.
c.	The requirements of the Federal Resource Conservation and Recovery Act shall be followed for the disposal of any pesticides used on the golf course which are subject to said Act.
d.	All golf course pesticide applicators shall be certified by the State of Virginia Department of Agriculture and Consumer Services for commercial application for turf and ornamentals.
e.	Prior to the approval of the final site plan for the golf course, an emergency preparedness plan for accidents involving pesticides shall be submitted to the Fire Marshal.
f.	The application and management of pesticides, fungicides, herbicides and fertilizers are to be based on customary principles and practices for such materials in connection with golf course maintenance as promulgated by the Golf Course Superintendents Association of America.
17 20.	The golf course owner shall register the golf course as a member of the Audubon Cooperative Sanctuary Program for Golf Courses (“ACSP”) prior to the opening of the golf course.  The ACSP promotes ecologically sound land management and the conservation of natural resources to create a positive impact that extends beyond the boundaries of the golf course and benefits the entire community.  The ACSP provides certificates of recognition to golf courses in six categories:  environmental planning, wildlife and habitat management, member/public involvement, integrated pest management, water conservation, and water quality management.  The golf course owner will work with the ACSP to obtain certificates of recognition in each of these categories and will provide confirmation of receipt of the ACSP certificates or otherwise demonstrate practices that are consistent with the ACSP.
21.	The Applicant shall undertake a habitat analysis, in conjunction with the Prince William Conservation Alliance and/or other qualified conservation organization(s), for the areas located along the golf course and the open space areas on the Property with the objective of providing supplemental vegetation to support the species specific wildlife habitats in these area.  Within one (1) year of completion of the golf course construction, a planting program shall be developed, including an implementation program, and submitted to the County and shall be implemented during the second growing season of the golf course.
22 18.	There shall be no encroachments of the golf course into the Resource Protection Areas (RPA) as said areas are delineated by the approved Preservation Area Site Assessment (PASA) on the Property.
19 23.	Prior to the utilization  of any well on the Property for golf course irrigation purposes, the Applicant shall submit a hydrogeologic study prepared by a qualified professional to the County.  In the event said study identifies any adverse impact to wells serving existing residences located within 1000 feet of the Property boundary, the golf course irrigation plan shall be modified or the impact on such affected wells shall be mitigated prior to the commencement of pumping (utilization) of said irrigation well(s).  
20 24.	Prior to the demolition of any structures located on the Property, the Applicant shall perform asbestos inspections of the said structures. In the event any of the structures contain asbestos, asbestos abatement procedures, as required in accordance with Federal and State requirements, shall be followed.  All asbestos abatement activities, including the removal and disposal of asbestos materials, shall be performed by licensed asbestos abatement contractors and shall include third party air monitoring during the abatement and post-abatement clearance activities. 
25.	Low Impact Development Techniques:  Upon consultation with and approval of the Department of Public Works, the Applicant shall implement low impact development (LID) techniques and protective measures such as BMP micromeasures and/or bioretention, landscape sumps to control runoff, filter strips and vegetated buffers to trap sediment and pollutants, infiltration trenches or other techniques as approved by the Department of Public Works in connection with development of the Property.
26.	The Applicant shall undertake a survey of the Property to identify specimen trees located at the perimeter of the golf course and within other designated open space areas and shall submit said survey at the time a site plan is filed for the golf course.  In the event specimen trees are identified in these areas, the Applicant shall take appropriate protective measures during development of the Property to help ensure preservation of said trees.  By way of example and not limitation, such protective measures may include the services of a professional arborist, installation of protective fencing at the drip line of the tree and trimming/pruning of the tree.
COMMUNITY DESIGN
2127.	Association(s) will be established for the residential and nonresidential uses to implement and enforce covenants, conditions and restrictions ("CCRs") that address the coordinated development of the Property and to oversee the on-going management and maintenance of the Property, including landscaping and common area maintenance.  Said CCRs shall specify that the streets located in the development are private and shall be maintained by the owners association(s) to be created for the community and that there will be an assessment levied against each lot and/or unit in the development for the on-going maintenance and repair of said private streets. 
22 28.	The Applicant shall record covenants, conditions and restrictions against the residential portions of the property prior to the issuance of the first building permit which address, but are not necessarily limited to, the following:
a.	Architectural style
b.	Landscaping, including foundation plantings
c.	Setbacks
d.	Building colors, including roofs
e.	Streetscape
f.	Creation of an Architectural Review Board
23 29.	The architectural style of all residential units constructed on the property shall be harmonious.  Specifically acceptable styles include Colonial, Traditional, Neo-Traditional and Federal.
24 30.	The Applicant shall provide a buffer along the Route 15 frontage of the Property in accordance with proffers #46.b and #57, said buffer shall be developed in substantial conformance with one or more of the alternative buffer schemes shown on the Buffer Plan or a comparable buffer as approved by the Planning Director or his designee.  The buffer shall be provided at the time the landbay or portion of the Property containing the said buffer area is developed.
25 31.	Applicant shall provide an entrance feature with associated landscaping at each entrance to the Property on Route 15, each said entrance feature to be in substantial conformance with the Entry Feature Exhibit or a comparable alternative design as approved by the Planning Director or his designee.
26 32.	 Notwithstanding the entrance feature sign set forth in proffer #25 above, all other signage on the Property shall comply with the sign ordinance or will be subject to a comprehensive sign plan submitted for the Property.
27 33.	The on-site road network shall consist of a hierarchy of private streets, identified as Street Sections A, B and C, as generally shown on the Streetscape Exhibit.  Street tree plantings shall be provided on both sides of said streets at a rate of one tree per fifty feet (50’) of linear frontage along said streets.  The Applicant reserve the right to cluster said trees and modify the spacing otherwise in order to provide adequate sight distance and visibility.
28 34.	All freestanding street and parking lot lighting provided on the Property, as allowed by the County and VDOT, where applicable, shall be a fixture design that provides a refractive cap, lid or other material to direct light downward and to minimize upward glare of the light from the fixture.  Any lighting used in connection with the project identification sign shall be located, directed and/or shielded in a manner to minimize the glare from such lights beyond the sign area.
29 35.	The golf course driving range shall not be lighted for night play.
AFFORDABLE HOUSING
30 36.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors for the Housing Preservation and Development Fund in the amount of $250 per age-restricted unit constructed on the Property.  Said contribution shall be made prior to and as a condition of the issuance of each such building permit.
CULTURAL RESOURCES
 31 37.	Applicant shall provide a twenty-five foot (25') wide buffer and fence around the boundary of all cemeteries remaining on the Property and shall provide pedestrian access easements to said cemeteries.
32 38.	The Applicant shall retain a qualified professional archeologist to perform a Phase I cultural resource investigation as defined by the Virginia Division of Historic Landmarks for the Property.  A report documenting the results of the survey, including the delineation of the limits of the existing cemeteries located on the Property, shall be submitted to the Planning Director no later than with the submission of the first preliminary plan for development of the Property.  In the event the findings of the Phase I study indicate that sufficient further investigation is warranted to justify a Phase II or Phase II investigation with reference to specific locations and/or resources on the Property, the Applicant shall conduct such Phase II and/or Phase III investigation in connection with such sites and resources to the extent that they are located on the Property.
33 39.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $1,900 to be used for the acquisition of an historic marker documenting the "Thoroughfare Community" in the general vicinity of the Property.  Said contribution shall be paid prior to and as a condition of the approval of the first final subdivision/site plan for residential units on the Property.
PARKS AND RECREATION
 34 40.	The Applicant shall provide on-site recreational amenities in connection with the residential development which at a minimum shall include the following facilities:
a.	Club house, which may include the golf pro shop, restaurant, fitness center, meeting/activity rooms, and other related community amenities located in the same building or a separate building.
b.	25-meter swimming pool and bathhouse
c.	Tot lot
35 41.	The community swimming pool and bathhouse referenced in proffer #34 40 above shall be provided by the time an occupancy permit is issued for the 263rd non-age restricted residential unit on the Property.
36 42.	The Applicant shall provide a separate community center for the age-restricted development.  Said community center shall be in addition to the recreational amenities referenced in proffer #34 above 40 Above and shall include the following facilities:  pool, two (2) tennis courts, and multi-purpose room(s) for the following types of activities:  exercise/fitness, kitchen, crafts, game room, library and social activities.  Said community center shall be provided by the time an occupancy permit is issued for the 361st age restricted unit on the Property.  The provision of these facilities for the age-restricted development is not intended to preclude use of the recreational facilities referenced in proffer #34 above by the residents of the age-restricted development.
37 43.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $1,091.00 $1,091 per age-restricted unit constructed on the Property to be used for park and recreation facilities in the area.  Said contribution shall be paid prior to and as a condition of the issuance of a building permit for each such unit.
44.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $2,756 per unit constructed on the Property, excluding the age-restricted units, to be used for park and recreation facilities in the area.  Said contribution shall be paid prior to and as a condition of the issuance of a building permit for each such unit.  The Applicant shall receive a credit against the monetary contribution for the value of the park land and the cost of  construction of the interpretive trail and bike trail as said facilities are referenced in proffers #45 and #46 herein below.
45.	The Applicant shall dedicate to the Prince William Board of County Supervisors, in fee simple or by a public access easement, approximately fifteen (15) acres of land located along North Fork and adjacent to James Madison Highway in the area as generally shown on the exhibit entitled "Greater South Market Park Dedication Exhibit", prepared by Greenhorne & O'Mara, Inc. and dated June 20, 2003, attached hereto and incorporated herein, to be used for passive open space purposes.  Said dedication shall be made in connection with and at the time a site plan is approved for Land Bay F.  The fee simple dedication of the land shall be subject to said land being included in the calculation of the open space requirement as set forth in these proffers and the creation and dedication of those easements typically required for the development of the Property pursuant to this rezoning.  Within said open space area, the Applicant shall construct a natural surface interpretive trail, approximately .3 mile in length, which meanders through the open space and connects to the trail to be constructed along James Madison Highway pursuant to proffer #46 herein below.  Parking to be provided in Land Bay F for the uses in said land bay shall be made available to the public using the open space area on a shared basis provided no additional parking shall be required for the uses in Land Bay F. 
46.	The Applicant shall construct a Class I bike trail along the James Madison Highway frontage of the Property and, where necessary, if requested and accepted by Prince William County, a public access easement shall be provided.  Said Class I bike trail shall provide a connection to the interpretive trail to be constructed pursuant to proffer #45 herein.  Said bike trail shall be constructed at the time the adjacent property is developed.
3847.	The Applicant reserves and has the right to operate the golf course as a community amenity, daily fee course or private membership facility (country club).
WATER AND SANITARY SEWER
39 48.	All development on Property shall be connected to public water and sewer service and the Applicant shall be responsible for the costs and construction of those on and off-site improvements required in order to provide such service for the demand generated by the development on the Property as determined in consultation with the Prince William County Service Authority.
40 49.	The acceptance and approval of this rezoning application by the Prince William Board of County Supervisors authorizes the construction of water and sewer lines and facilities necessary to serve this property, but not the adjoining properties planned for Agricultural or Estate (AE), pursuant to the Virginia Code Section 15.2-2232 and the Prince William County Code Section 32-201.13(b).  The exact locations of such facilities shall be determined based on final engineering and as approved by the Service Authority.
FIRE AND RESCUE
41 50.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $25,000 $578 per unit constructed on the Property, excluding the age-restricted units, to be used for fire and rescue facilities in the area.  Said contribution shall payment shall be made as follows:
a. 	$10,000 to be paid prior to and as a condition of the issuance of a building permit for the 100th non-age restricted residential unit. each such lot.
b. 	$15,000 to be paid prior to and as a condition of the issuance of a building permit for the 200th non-age restricted unit.
42 51.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $358.00 $358 per age-restricted unit constructed on the Property to be used for fire and rescue facilities in the area.  Said contribution shall be paid on a per unit basis prior to and as a condition of the issuance of a building permit for each such unit.
SCHOOLS
43 52.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $1,270 $8,287 per unit constructed on the Property, excluding the age-restricted units, to be used for school facilities in the area.  Said contribution shall be paid on a per unit basis prior to and as a condition of the issuance of a building permit for each such unit.
LIBRARIES
44 53.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $3,000 $375 per unit constructed on the Property, excluding the age-restricted units, to be used for library facilities in the area.  Said contribution shall be paid prior to and as a condition of the issuance of the first building permit for the property. each such lot.
45 54.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $239.00 $239 per age-restricted unit constructed on the Property to be used for library facilities in the area.  Said contribution shall be paid on a per unit basis prior to and as a condition of the issuance of a building permit for each such unit.
WAIVERS/MODIFICATIONS
 46 55.	Modification of the perimeter buffers and associated plantings pursuant to Sections 250.31 and 280.14 of the Zoning Ordinance and Sections 802.10, 802.11 and 802.12 of the Design and Construction Standards Manual shall be permitted.  The perimeter buffers shall be provided in accordance with the following:
a.	All internal buffers between uses on the PMR zoned portion of the Property shall be as determined by the Applicant.  The perimeter buffer in Land Bay E, where Land Bay E abuts land Bay F shall be waived, except that there shall be a minimum separation of 100' between residential uses in Land Bay E and commercial uses in Land Bay F.  Said separation may be provided in Land Bay E and/or Land Bay F as determined by the Applicant and shall be provided as vegetated/landscaped and/or golf course area.
b.	Modification of the fifty foot (50’) perimeter buffer which shall be provided in accordance with the following:
(1)	In those areas where the golf course is located at the perimeter of the Property, except as provided for in subparagraph (2) below, a minimum average 50' wide buffer area shall be provided.  Within said buffer area, the Applicant shall preserve existing deciduous trees with a minimum diameter of 18" to the extent reasonably possible based on final grading and engineering necessary to accommodate the construction and maintenance of the golf course.  The Applicant shall have the right to clear underbrush, noxious weeds or other undesirable vegetation such as poison ivy, poison oak or thorny plants, and to "trim up" trees so as to create views into the golf course.  No supplemental plantings shall be required within said buffer areas.
(2)	The PMR buffer area along the Route 15 frontage of the Property shall be a minimum of 50' in width and shall be developed in substantial accordance with the Buffer Plan, or a comparable buffer as approved by Planning Director or his designee.  Within said buffer area, the Applicant shall preserve existing deciduous trees with a minimum diameter of 18" to the extent reasonably possible based on final grading and engineering necessary to accommodate the construction and maintenance of the golf course and other improvements, as applicable.  The Applicant shall have the right to clear underbrush, noxious weeds or other undesirable vegetation such as poison ivy, poison oak or thorny plants, and to "trim up" trees so as to create views into the golf course.  The Applicant shall have the right to locate a pedestrian/bike trail within said buffer area.
(3)	Areas not governed by the above parameters shall be developed in accordance with the DCSM requirements.
c.	Waiver of the fifteen foot (15') perimeter buffer for recreational facility located in Land Bay E in connection with the age restricted residential use.
d.	To the extent any of the above is in conflict with applicable DCSM and Zoning Ordinance regulations, the above shall apply.
 47 56.	Waiver of the applicable requirements set forth in the Zoning Ordinance and Design and Construction Standards Manual in order to allow a private on-site road network for the development on the Property, said private roads to be designed and constructed in accordance with the design and construction standards set forth in the Private Street Standards, to allow the design concept of the project as set forth in the Design Guidelines or as may be dictated by the Department of Public Works or Fire Marshal's office to satisfy minimum safety requirements relative to turning/curve radii and sight distance.
48 57.	Modification of the housing types permitted in the Planned Mixed Residential District (PMR) to allow, in addition to the housing types A-K as identified in the Zoning Ordinance, the single family detached and single family attached lot/unit types (A-D) and respective development standards as set forth in Attachment A, or other modified housing type as approved by the Zoning Administrator pursuant to Section 306.12(2).
MISCELLANEOUS
49 58.	In the event the monetary contributions set forth in the Proffer Statement are paid to the Prince William County Board of County Supervisors ("Board") within eighteen (18) months of the approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein.  Any monetary contributions set forth in this Proffer Statement which are paid to the Board after eighteen (18) months following the approval of this rezoning shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid they shall be adjusted by the percentage change in the CPI-U from that date eighteen (18) months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, subject to a cap of 6 percent (6%) per year, noncompounded.  Notwithstanding the above, the escalator provision applicable to the monetary contribution associated with proffers  #39, #41 and #42 shall be calculated from the date of June 1, 1994, based on the approval date of the previous rezonings REZ #92-10 and REZ #92-12.
PROFFERS APPLICABLE ONLY TO O(F) PROPERTY
59.	A maximum of 30,000 square feet of retail gross floor area (gfa) shall be permitted in Land Bay F.

5060.	Architectural controls 
a. 	A coordinated architectural design theme shall be utilized in the development of Land Bay F and the exterior of all buildings shall utilize compatible architectural design elements.
a b.	The exterior of all structures on the Property shall be composed of brick, glass, pre-cast concrete, job cast architectural concrete, wood or other comparable siding.  Other similar materials may be approved by the Planning Director, or his designee, but in no event shall metal siding buildings be allowed.
b c.	All side and rear facades on buildings visible from Route 15 shall utilize similar materials as that used on the front of each such building.
c d.	Architectural treatments and design techniques shall be utilized on buildings to break up the massing of any facade in excess of two hundred feet (200').
61.	The Applicant shall create covenants, conditions and restrictions to coordinate development including, by way of example, such items as architectural controls, signage, building materials, lighting and landscaping.  Further, the Applicant shall establish an umbrella association charged with responsibility to oversee the on-going management and maintenance of said property, including landscaping and common areas.
62 51.	The Applicant shall provide an entrance feature at the Route 15 entrance to the Property, said entrance feature to be in substantial conformance with that which is depicted on the Entrance Feature Exhibit or a comparable alternative design as approved by the Planning Director or his designee.
52 63.	All loading and service areas shall be oriented away from Route 15.  In the event a loading or service area is visible from Route 15, said area shall be screened to minimize its visibility from said road.
53 64.	All dumpsters and trash areas shall be located as unobtrusively as possible on the Property and shall be screened utilizing materials compatible with those utilized on the buildings served by the dumpsters.
54 65.	All freestanding parking lot lights shall have a maximum height of twenty-four feet (24’) and shall have fixtures which direct the light downward and inward to prevent glare upward and onto adjoining properties.
55 66.	All rooftop mechanical equipment shall be screened from view from adjacent roadways.
56 67.	The Applicant shall make a monetary contribution to the Prince William Board of County Supervisors in the amount of $10,000 for fire and rescue facilities in the area.  Said contribution shall be made prior to and as a condition of the issuance of a building permit for the 100,000th square foot of nonresidential space on the Property.
57 68.	The Applicant shall provide a buffer area along the Route 15 frontage of the O(F) district on the Property, said buffer area to be an average of 50' in width but in no event shall said buffer area be less than 30' in width.  Said buffer area shall be developed in substantial accordance with the Buffer Plan, or a comparable buffer treatment as approved by the Planning Director or his designee.
M:\REZ\KSI-GSM Addition\PROFFERS.12-13RED.doc
6/23/03