1. SUMMARY: It has been hereby acknowledged that there is a preexisting need for transportation improvements in this area and that other properties will reap benefits from the proffers potentially offered by this application. It should be recognized that any further development of the Happy Creek land bay is dependent on the transportation improvements we are contemplating. It should be recognized that this single application cannot shoulder the burden for all of these improvements, and that future development of the land bay may also contribute through future land development proposals. With agreement that significant transportation improvements are required even under the by-right scenario, the Town must commit to achieving methods to pay for these multi-million dollar improvements (costs which include preliminary and final engineering, land acquisition, and construction). - Andy Conlon, Town Director of Planning, August 25 th, 2009 Memo to P.C. 1 FRLP PROPOSED TOWN/COUNTY HAPPY CREEK PROJECT: CONCERN: TRAFFIC FRLP shares your concern… 2004 H.C. Charrette Study 2005 H.C. Regional Study 2007 Town Traffic Study 2010 FRLP Town Study 2011 HEPTAD Town Study VDOT 2030 SUATS

2. 2 Community Life: Respect and Care for Existing and Future Residents The County has projected that its population would grow to 65,000 persons in 2025. (County space facilities needs analysis, 2006) The question is not if the Community will continue to grow - but how, and just as importantly - where?

3. 3 Transportation Needs Transportation network capacity improvements serving the Happy Creek Technology Park in the Towns North East and H.C. Road area, including construction of the entire E-W Connector in the projects first phase – at no cost to existing residents (A 15 million dollar road). The East-West Connector Road is a long planned and vital link in the local transportation network, and will help facilitate Economic Development in the adjacent H.C. Technology Park. The East-West Connector will also provide a long needed second means of ingress/egress to the folks living in Shenandoah River Estates and Shenandoah Shores. Community Life: Respect and Care for Existing and Future Residents The need for improvements to the local transportation network in the future is indisputable…

4. 4 WHY WILL IMPROVEMENTS TO THE LOCAL TRANSPORTATION NETWORK EVEN BE NECESSARY? Above, 1997 Town Comprehensive Plan. Lower right corner, the minivan is stopped on the tracks while the car in front attempts to make a left at H.C. Road from Shenandoah Shores Road. A significant portion of the residential growth that will occur in the county over the next 20 years will use 606 and Happy Creek Road to get into town. There are approximately 650 recorded lots on 606 north of I-66 and another 3650 recorded lots on Blue Mountain and Shenandoah Farms. Approximately 2100 dwelling units could be built on these lots by-right. Additional east-west connectors are needed to effectively manage the transportation needs of the Happy Creek Corridor Study Area. Ideally, one should be located north of Happy Creek Road and the railroad and one should be located south of Happy Creek Road, both connecting to the proposed Leach Run Parkway (Town Sudy, Development Constraints Analysis, February, 2007 pg. 21) Over 300 acres of industrially zoned land exists in the North East planning area. Over 4 million square feet of office/industrial development could occur by-right on this property, adding tens of thousands of additional trips per day onto the local transportation network. An immediate need for the economic viability of the Park and its firms, as well as the safety of the residents of Shenandoah Shores and students of Christendom College, is the construction of a railroad fly-over at the intersection of Rte. 606 and Happy Creek Road... such a fly-over needs to be needs to be a top infrastructure project for the Town with a completion date of no later than January 2010. In addition... The EDA suggests that the town considers the completion of the widening of the Leach Run Parkway and the construction of an East-West Parkway by the end of 2015. (Mike South, Chairman Front Royal-Warren County EDA, letter to Town Staff/ P.C. - Sept. 27th, 2007). Community Life: Respect and care for existing and future residents

5. 5 Community Life: Respect and Care for Existing and Future Residents - Andy Conlon, Town Director of Planning, Memo to P.C., August 25 th, 2009 Community Need: Transportation Network improvements. It has been hereby acknowledged that there is a preexisting need for transportation improvements in this area and that other properties will reap benefits from the proffers potentially offered by this application.

6. 6 THE SAFETY OF THE LOCAL TRANSPORTATION NETWORK WILL CONTINUE TO DETERIORATE UNTIL ITS CAPACITY IS INCREASED.

7. 7 It should be recognized that this single application cannot shoulder the burden for all of these improvements, and that future development of the land bay may also contribute through future land development proposals. With agreement that significant transportation improvements are required even under the by-right scenario, the Town must commit to achieving methods to pay for these multi-million dollar improvements (costs which include preliminary and final engineering, land acquisition, and construction). Community Life: Respect and Care for Existing and Future Residents - Andy Conlon, Town Director of Planning, Memo to P.C., August 25 th, 2009 The need for improvements to the local transportation network in the future is indisputable… THE BOTTOM LINE: The Town will receive a cash contribution of 3 million as a part of FRLPs Town property proffers (4.3 million minus the tap fee credit = 3 million) – AND up to an additional $700,000 cash (proffer #7x and 7x) from this application toward the construction of Leach Run Parkway. Monies that could be doubled using VDOT matching funds for the construction of a fly-over at H.C. Road and Shenandoah Shores Road.

8. www.FrontRoyalPlan.com FRLP PROPOSED BOUNDARY LINE ADJUSTMENT What life have you if you have not life together? There is no life that is not in community. - T.S. Eliot Confluence: [kon-floo-uhns] noun 4. a coming together of people or things; concourse. 8 Joe Duggan jduggan@dugganassociates.com Bill Barnett Billbarnett@centurylink.net Joe Silek jsilek@lawsonandsilek.com David Vazzana dvazzana@gmail.com April 17 th, 2013