Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and recommend a comprehensive proffer strategy in connection with the Zoning Modification Application ("ZMOD") for data center use on the approximately 81.4-acre Stonebridge Data Center Campus (the "Campus" or the "Project"). The Campus is comprised of two contiguous parcels: (i) the 62.0-acre Stonebridge Parcel, Loudoun County Tax Map Reference /95-4A

II. Background on Loudoun County Proffer Framework A. Legal Basis for Proffers in Virginia Virginia's proffer system is governed by Virginia Code § 15.2-2303 et seq., which authorizes localities in certain high-growth areas of the Commonwealth — including Loudoun County — to accept voluntary proffers in connection with conditional zoning applications. The proffer statute reflects a legislative recognition that rezoni

III. Comparable Recent Data Center Proffers in Loudoun County A. Methodology To establish a defensible benchmark for the Stonebridge Campus proffer, we conducted a comprehensive review of recent data center ZMOD and rezoning approvals in Loudoun County. This research was undertaken jointly by Cornerstone Land Use Consulting, LLC (Alan Mercer, Principal Consultant) and Ashcroft & Wynn, P.C. (Thomas Ashcroft), drawing

IV. Recommended Proffer Amount and Cap A. Proffer Calculation The total campus GFA is calculated as follows: • Building A: 120,000 sq ft • Building B: 120,000 sq ft • Building C: 120,000 sq ft • Building D: 120,000 sq ft • Total Campus GFA: 480,000 sq ft At the recommended initial offer rate of $5.00 per square foot, the total proffer amount is calculated as: 480,000 sq ft × $5.00/sq ft = $2,400,000 This amount shoul

V. Phasing of Proffer Payments A. Rationale for Phased Payments The Stonebridge Campus is a phased development, with four buildings to be constructed over a 24-month period commencing from Notice to Proceed ("NTP"), which is targeted for November 1, 2025. Building A is currently scheduled for Substantial Completion on August 1, 2027, with Buildings B through D reaching Substantial Completion on November 1, 2027. Cert

VI. Key Negotiation Strategies and Talking Points A. Favorable Factors for IHDC The following factors favor IHDC's negotiating position and should be emphasized in all communications with County staff and the Board of Supervisors: Existing Industrial Zoning. The PD-IP zoning already contemplates high-intensity industrial use on the Campus. Data center use is arguably less impactful than many permitted PD-IP uses in t

VII. Coordination with Other Workstreams A. Impact on Project Budget and Financing The proffer obligations of $2,400,000 (estimated) are budgeted within the $14,200,000 Entitlements, Proffers & Soft Costs line item in the overall $600,000,000 project budget. This line item also includes ZMOD application fees, permit fees, impact fees, design and engineering costs, environmental assessments, legal and consulting fees,

VIII. Draft Proffer Statement — Overview and Next Steps A. Status of Draft Proffer Statement A draft proffer statement has been prepared by Ashcroft & Wynn, P.C. in coordination with Calderwood & Harkness LLP for submission with the ZMOD application. The draft proffer statement is targeted for filing as part of the ZMOD application package on May 30, 2025 (Docket No. ZMOD-2025-0038). The draft proffer statement refle