Tax Map and Parcel Number(S) Tax Map 66C Parcels 2-A and 2-B

Original Proffer X Amended Proffer (Amendment # _____) PROFFER FORM

Date: September 3, 2008 ZA # 08-001 Tax Map and Parcel Number(s) Tax Map 66C Parcels 2-A and 2-B

16.15 Acres to be rezoned from R-1 to B-3

The undersigned hereby proffers the uses and development of the subject property shall be in strict conformance with the following conditions and shall supersede all other proffers previously made. In the event the above-referenced rezoning is not granted as applied for by the Owner, these proffers shall be withdrawn and are null and void. The proffers will become effective when Greene County issues the first building permit for the improvements contemplated by the Conceptual Development Plan. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning to 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 “Owner” as referred to herein shall include within its meaning all future owners and successors, and assigns. References made in this Proffer Statement to the various plans and exhibits are to be interpreted to be references to the submitted plans and exhibits. The Concept Plan prepared by KG Associates, dated March 19, 2008, revised, August 11, 2008. (See Exhibit A) Midway Corner Traffic Impact Analysis prepared by Robin Antonucci of Wells & Associates, LLC dated March 24, 2008, as may be revised (See Exhibit B) 1. The Concept Plan. The Concept Plan is submitted to describe the location of an expanded buffer adjacent to residential properties, the general locations for the proposed development’s intersections with exterior roads, and the general concept the Parallel Road (which is described below), but not necessarily its exact location or alignment. Buildings, sidewalks,

1 parking lots, and other similar features shown on the Concept Plan describe the general concept for the proposed development, but are not intended to depict the exact location, size, or number of these features on any future site plan. 2. Uses Permitted and Restricted. Permitted uses of the Property shall be limited to those uses allowed by right under Section 10-1-1, and those uses, for which a special use permit is required, under Section 10-1-2 of the Zoning Ordinance of Greene County, Virginia as it exists on date of these proffers are approved. A. On the western side of the Parallel Road following uses shall be prohibited: 1. Convenience Stores; 7. Vehicle Repair Garages; 2. Clubs; 8. Highway Retail Service Centers/ Truck 3. Night Clubs/ Dancehalls where Stops; alcohol is served; 9. Bus, Truck, and Taxi Terminals; 4. Restaurants (drive-up); 10. Building Material Sales; 5. Fireworks, temporary only; 11. Service Contractors; and, 6. Vehicle Sales, Service and 12. Fuel Distribution Centers. Rental Businesses; B. On the western side of the Parallel Road following uses are allowed but shall be restricted as follows: 1. General Stores. No sale of gasoline is allowed. 2. Pharmacies. No drive-up windows are allowed. 3. Equipment Sales and Service. All repair testing of equipment shall occur within the interior of a building. 4. Laundry Services, Public. No laundromats are allowed. 5. Hotels/ Motels. All guest rooms shall be served off an internal hallway. Any swimming pools shall be located either indoors or on the eastern side of the building. Deliveries shall only be allowed between 6 a.m. and 10 p.m. C. On the eastern side of the Parallel Road following uses shall be prohibited: 13. Clubs; 17. Vehicle Repair Garages; 14. Night Clubs/ Dancehalls where 18. Highway Retail Service Centers/ Truck alcohol is served; Stops; 15. Fireworks, temporary only; 19. Bus, Truck, and Taxi Terminals; and, 16. Vehicle Sales, Service and 20. Fuel Distribution Centers. Rental Businesses; D. On the eastern side of the Parallel Road following uses are allowed but shall be restricted as follows: 1. Convenience Stores. Any fuel canopy, awning, or similar structure shall not be internally illuminated and all lighting shall be a full cutoff luminaire (i.e., a fully recessed light). 2. Laundry Services, Public. No laundromats are allowed. 3. Hotels/ Motels. All guest rooms shall be served off an internal hallway.

2 3. Expanded Screening Yard. To provide additional screening between the development and adjacent residential uses, the Owner shall increase the Screening Yard required by Section 19-6-2 of the Greene County Zoning Ordinance to 25-feet wide. Within the Expanded Screening Yard along the common boundary line with Tax Map 66C-1 Parcels 3 & 4, the Owner shall provide a five (5) foot tall berm, a six (6) foot tall fence, and the double row of evergreen landscaping that is required by Section 19-6-2. Within the Expanded Screening Yard along the common boundary line with Tax Map 66C-1 Parcels 39 & 54 through 59, the Owner shall retain all existing vegetation within the buffer, except for 20-foot wide gaps where it is necessary to install utilities or stormwater drainage structures to connect to adjacent properties. Additionally, along this common boundary line with Tax Map 66C-1 Parcels 39 & 54 through 59, the Owner shall provide a six (6) foot tall fence at the edge of the buffer adjacent to the development. 4. Enderly Acres Signage. The Owner shall erect and maintain a sign on Heatherton Drive immediately after the last entrance off of Heatherton Drive into the commercial development and before entering the residential area. The purpose of this sign shall be to identify the Enderly Acres subdivision and it shall have language indicating that the road is private and provides no outlet. This sign shall be installed prior to the issuance of the first Certificate of Occupancy for the development. 5. Bus Stop. The Owner shall provide a covered bus stop in a convenient location along the Parallel Road. 6. Design Guidelines. The Owner agrees to create Design Guidelines to ensure that the architecture and construction materials used on the project maintain a uniform character and blend with the surrounding community. The Owner agrees that such design guidelines shall be submitted at the time of the submission to the County of the first site plan for approval. The architectural standards shall apply to all buildings. The Owner further agrees that 50% of the façades will be brick, stone, or other similar masonry construction. 7. Intersections with the Existing Road Network. In order to maintain the most efficient flow of traffic possible within the road network, the development shall limit its access to the existing network of private and public roads in the following manner: A. Cedar Grove Road (Route 607) Entrance. A right in/ right out into the site shall be provided on Route 607 in the general location identified as intersection “A” on the Concept Plan or in an alternative location along Route 607 as may be acceptable to the Director of Zoning and Planning. A left out at this intersection may be approved by VDOT at the time of site plan approval. If, at some point in the future, VDOT and Greene County determined that it is in the public interest to convert this entrance into a four-way intersection to allow a continuation of the Parallel Road north of Route 607, then the Owner shall agree to grant permission for this conversion. However, the Owner shall not bear any costs associated with the conversion. B. Seminole Trail (Route 29) Intersections. The development shall be limited to two (2) full movement intersections. The first intersection shall be at the existing Enderly Acres entrance and will maintain access to the existing cross-over on Route 29 at the Heatherton Drive. This intersection is identified as intersection “B1” on the Concept

3 Plan. The second intersection shall be in the southern portion of the Property in the location generally identified as intersection “B3” on the Concept Plan and shall align with the future signalized entrance to the proposed Rapidan Shopping Center. If, during the site plan review process, it can be demonstrated to meet all VDOT regulations, a right in/ right out entrance shall be allowed on Route 29 in the location generally identified as intersection “B2” on the Concept Plan. C. Connection to the Enderly Acres Subdivision at Heatherton Drive. The development shall provide access from Heatherton Drive to the Parallel Road in the location generally identified as intersection “C” on the Concept Plan or in an alternative location along Heatherton Drive as may be acceptable to the Director of Zoning and Planning. 8. Parallel Road. In order to establish the planned network of roads in the area around the Route 607/ 29 intersection, the Owner shall create a Parallel Road to Route 29 between the Cedar Grove Road Entrance (intersection “A”) and the proposed signalized intersection on Route 29 (intersection “B3”). This road shall be built to VDOT Standards and shall include the following minimum standards: A. The road shall be twenty-six (26) feet (face of curb to face of curb) in width if parking is restricted, or up to thirty-eight (38) feet (face of curb to face of curb) in width if parking is allowed. B. In order to facilitate the free flow of traffic along the Parallel Road, no left turning movements from the Parallel Road into the development’s parking lots shall be allowed within two-hundred fifty (250) feet from either Route 607 or Rt. 29 travel lanes. Furthermore, internal to the site, the minimum separation for left turn movements from the Parallel Road into the development’s parking lots shall be no less than two-hundred fifty (250) feet, unless a dedicated left-turning lane is provided. The minimum separation of entrances “right-in” or “right-out” turning movements, either onto or from the Parallel Road, may be less than specified herein. C. The Owner shall provide a sidewalk on at least one side of the street. The Owner shall build the entire Parallel Road prior to the completion of fifty (50%) of the area of the site. Upon completion of the construction, the road shall be dedicated to public use if accepted by VDOT. 9. Route 607 and Route 29 Intersection Improvements. In order to accommodate the future improvements anticipated by VDOT in the Route 607/ Route 29 corridors, the Owner proffers the following: A. Pro Rata Contribution Towards Future Intersection Improvements. As part of VDOT’s’ and Greene County’s study of and improvements to the intersection of Route 29 and Route 607, an area which is limited to approximately 1,000 feet in each direction from the intersection, the Owner agrees to pay their pro rata share of the improvements to be constructed at the aforesaid intersection. The development’s pro rata contribution is calculated by using the percentage of the development’s projected contribution to PM Peak Traffic in the intersection, which is 7.79% of the

4 intersection’s total future traffic forecast in the traffic impact analysis, multiplied by VDOT’s estimated cost for the improvements, which is eleven million three hundred thousand dollars ($11.3 million) in 2012 dollars. Thus, the base pro rata share figure is eight-hundred-eighty-thousand two-hundred-seventy ($880,270) dollars. The Owner’s contributions, which are defined below, shall be credited towards the $880,270 at the time those contributions are provided. If any remaining portion of the base pro rata share that has not been credited by December 31, 2012, it shall be increased on December 31st on each subsequent year by either the increase in the Consumer Price Index for that given year or five percent (5%), whichever is less, to cover costs of inflation. B. Right of way dedication along Route 607 and Route 29. In order to accommodate the future improvements along Route 607 and Route 29, the Owner shall dedicate: i. Approximately twenty-four (24) feet of additional right of way along the Rt. 607 frontage such that the expanded amount of right of way shall be provide a total of fifty (50) feet of right of way as measured from the existing Rt. 607 centerline as it exists on date of these proffers are approved. ii. Approximately twenty (20) feet of additional right of way along the Rt. 29 frontage such that the expanded amount of right of way shall be increased to a width of forty (40) feet as measured from the existing edge of pavement as it exists on date of these proffers are approved. This dedication shall occur with the approval of the first site plan for the development. C. Credit Towards the Pro Rata Share. The following items shall count towards the Owner’s obligated pro rata contribution: i. Credit for the appraised value of the dedicated right of way and easements associated with the construction of additional lanes on Route 607 or the additional southbound lane on U.S. Route 29. ii. Credit for the construction of physical improvements related to the Route 29/ Route 607 intersection, which include, but is not limited to, the construction of the additional southbound lane on U.S. Route 29 or additional lanes on Route 607, grading for these lanes, relocation of existing utilities, etc. iii. To determine the appraised value for the right of way/ easement dedications and/ or costs for the physical improvements, Owner shall provide an appraisal of the dedications and/ or bids for physical improvements during the plat and/ or site plan review process, but prior to the approval of the plat and/or site plan. VDOT and the Owner will in good faith negotiate to an agreed upon value that is satisfactory to both parties, in the event that they fail to agree, the issue will be arbitrated. iv. Credit for cash contribution. The Owner may elect to make a cash contribution for all or a portion of the remaining balance of the pro rata share

5 at any time. Alternatively, Greene County may require the Owner to contribute the remaining balance to Greene County, if VDOT has an approved set of right of way plans for the portions of Route 29 or Route 607 which are adjacent to the development. If Greene County elects to require the developer to make a cash contribution for the remaining balance, it shall notify the Owner in writing at least one-hundred eight (180) day prior to requiring payment. D. If VDOT and Greene County should not complete the study and/ or the improvements proposed for the Route 29/ Route 607 intersection by December 31, 2019, then the Owner’s obligations to contribute a pro rata share shall be null and void and all cash contributions shall be refunded to the Owner. E. Turn lane improvements shall be constructed at each connection to Route 29 as recommended in the Traffic Impact Analysis. Note: The Owner shall not receive credit for any right of way or the cost of the physical improvements associated with turn and taper lanes that are necessitated by the project. 10. Signalization of Intersection “B3”. The Owner shall construct all lane improvements and install any signalization equipment associated with the western leg of the signalized Rapidan Shopping Center intersection (intersection “B3”). 11. Phasing of Transportation Improvements. In recognition that portion of the development may well be phased, the physical transportation improvements in Proffers 7, 8, 9 and 10 shall be provided in a manner that coincides with the portion of the site that is being developed or as define within these proffers, whichever is appropriate. Additionally, any cash contributions required of the Owner shall be proportionate to the percentage area of the site that is developed relative to the total area subject to this rezoning. 12. Stormwater Management. The Owner shall provide on-site stormwater detention consistent with the requirements of the Greene County Stormwater Ordinance and VSMP/ SWPP as shown on the Concept Plan. The Owner agrees to use low impact design features where deemed feasible and where engineering allows its effective use. The Owner recognizes that low impact design is an effective tool and promotes good conservation practices. The Owner will work with Greene County and the Soil and Water Conservation staff on this initiative.

______Signatures of All Owners Printed Names of All Owners Date