DISNEY PROFFERS TO PRINCE WILLIAM COUNTY, VIRGINIA

FAX MESSAGE:

April 12, 1994

Dr. Foote: Enclosed are copies of the proffers from the Disney Corporation regarding the Waverly Plantation Site.

. . . I thought you would like to be kept apprized of the situation.

Dennis Ekberg

EXCERPTS--DISNEY DOCUMENTS FILED

WITH COUNTY OF PRINCE WILLIAM, 1 COUNTY COURT, PRINCE WILLIAM, VIRGINIA 22192-9201, (703) 792-6830, METRO 631-1703

ATTENTION: BOARD OF SUPERVISORS, MS. KATHLEEN SEEFELDT, CHAIR

Western Boundary of Land Bay 5 50'

Western Boundary of Land Bay 6 50'

Western Boundary of Land Bay 7 25'

Northern, Eastern and Southern Boundaries of Land Bay 8 25'

Northern Boundary of Land Bay 9 50'

Western Boundary of Land Bay 9 25'

Eastern Boundary of Land Bay 9 (portion not along Rt. 15) 50'

Within the 3,006 acre area governed by this PMD zoning, internal buffers within all land bays (except Land Bay 1) and between residential and non-residential areas shall be provided in accordance with the provisions of Section 32- 250.34. The Property shall be developed with the greenspace areas substantially as shown on the attached Disney's America Greenspace Plan prepared by Dewberry and Davis and dated April 1, 1994.

XIII. CULTURAL RESOURCES

44. During site clearing and grading, the Applicant shall notify the County if any cemeteries or grave sites are found on the Property, and these cemeteries or grave sites shall be, at the Applicant's discretion, either preserved or relocated in (sic) on the Property, and these cemeteries or grave sites shall be, at the Applicant's discretion, either preserved or relocated in accordance with applicable County and/or State regulations.

45. A series of Phase I archaeological surveys shall be completed for the entire Disney's America rezoning site. In the event the Phase I survey recommends that a Phase II survey be conducted for an area on the site, then a Phase II archaeological survey will be completed for each such area prior to submission of a site/subdivision plan pertaining to that area. The surveys will be completed in accordance with the guidelines set forth by the Department of Historic Resources.

46. In the event the Phase II archaeological surveys recommend further investigations or avoidance, the Applicant shall be responsible for either committing to avoid such areas or commencing a Phase III archaeological survey. Said additional work or avoidance commitment will be made prior to any construction in the immediate area of the site in question. In the event the Phase III survey states that mitigation or preservation measures are required under applicable state or federal laws, then the Applicant will be responsible for incorporating such measures into the site/subdivision plan.

47. WAVERLY MANSION


     A.  The Applicant, at its option, will either:

         (i) use reasonable efforts to attempt to incorporate
         the following features of the Waverly Mansion site
         into the proposed development:

         (a)  The foundation of the mansion; and
         (b)  Portions of the boxwood lined drive from Rte.
              15 to the foundation; or

         (ii)  avoid disturbing the Waverly Mansion
               foundation; or

         (iii) in the event the Applicant determines that the
               above mentioned resources cannot be reasonable
               incorporated into the proposed development,
               the Applicant will submit with the applicable
               site plan a detailed justification of why the
               proposed site development will not permit its
               retention and incorporation and a plan of
               appropriate alternatives to retention, such as
               but not limited to, Phase II (including
               recovery of artifacts) or a commitment for the
               inclusion of an interpretive representation of
               the facilities will be included within or
               adjacent to the structures shown on the site
               plan that includes the foundation and/or the
               boxwood lined drive.


     B.  The applicant will provide and construct in the
         vicinity of the Waverly Mansion either a plaque or
         historical marker commemorating the Waverly Mansion,
         its owners and particularly, Eli Janney and his
         significant contributions to history.


48.  JANNEY'S MILL

     A.  The Applicant, at its option, will preserve and not
         disturb the remnants of the Janney's Mill or will
         either:

         (i)  conduct a Phase III survey of the Janney's Mill
              in accordance with the guidelines set forth by
              the Department of Historic Resources; or
         (ii) incorporate the remnants of Janney's Mill into
              the proposed development through the use of a
              trail system access to the mill remnants.

     B.  The Applicant will provide and construct in the
         vicinity of Janney's Mill either a plaque or
         historical marker commemorating the mill, its owner
         and any of their significant contributions to
         history.
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