[From the U.S. Government Printing Office, www.gpo.gov]

                                                                                     Task 68        FINAL PRODUCT Occoquen
                                                                                     FY 1993          River Welk Access and Romp Plan






                                     OCCOQUAN MWMONT BOARDWALK

                                                  OCCOQUAN, VERGINU




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                                                        August 103, 1"S

                                                   Barnes & Johnsou@ Inc.
                                                   Manassas Park, VUzwa


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                This study was funded, in part, by the Dept. of Environmental Quality's
                Coastal Resources Management Program through Grant #NA37OZO360-01
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                of the National Oceanic and Atmospheric Administration, Office of Ocean
                and Coastal Resource Management, under the Coastal Zone Management Act      z
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                of 1972, as amended.

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                The views expressed herein are those of the authors and do not necessarily
                reflect the views of NOAA or any of its subagencies.
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                                  OCCOQUAN RIVERFRONT BOARDWALK


                   The Town of Occoquan, located along the southern bank of the Occoquan River near
            the Potomac River, was founded in 1734. At that time, the Town was a vibrant, colonial
            village seaport and leading export center for agricultural products destined for seaports
            around the world. Gradually, the port activities were forced to close, not due to political
            forces working against it but through deposition of sediment in the shipping channels. The
            large, deep-drafti-ng cargo ships could no longer make the voyage from the Potomac River
            to the Occoquan Port without grounding on the shifting sediment. Although commercial
            shipping activity has ceased, the Town remains as vibrant as ever. Local citizens, proud of
            their Town's heritage, have been actively restoring old buildings to closely resemble their
            original conditions, down to the ornate architectural features. In addition, commercial
            boating facilities for small craft are now again operating on the waterfront. Tourism is the
            principal source of income for the merchants. who sell a variety of art, crafts and antiques.

                   An element missing from this combination of small shops, water activity and historic
            atmosphere is a boardwalk along the riverbank. A boardwalk would enhance the ambiance
            of the Town and allow the residents and tourists alike to stroll along the shore for
            approximately 1500 feet extending from the parking lot under the Rt. 123 bridge, upstream
            to the Occoquan Museum which is located in the restored Mill House. T'he boardwalk
            would be twelve feet in width and provide for connection to the rear of the buildings along
            the shore. Owners of these buildings and shops could then install verandas for open air
            dining along the shore in addition to providing a second access.

                   Preliminary studies show that most of the bulkheads and shore protection must be
            repaired prior to commencing with construction of the boardwalk. Included herein is a
            report from Construction Engineering Services, Inc. that briefly describes the existing
            conditions of the riverbank and the remedial steps that must be taken for corrective action.

                   The boardwalk would be a pedestrian walkway along the banks of the Occoquan
            River  extending nearly the full length of the town frontage along the river. After
            consultations with the engineers and contractors, it was determined that the most cost-
            effective method of construction and maintenance would be to have the boardwalk straddle
            the bulkheads. The boardwalk would cantilever over the water, but be anchored on shore.

                   Anchoring on-shore is preferable to driving piling to support the boardwalk totally
            over water because the river bottom is bedrock covered with layers of silt. The pilings,
            without pilot holes, would be subject to the stresses of periodic high water and icing
            conditions. Also, they will be expensive to install properly because special precautions
            would be required to prevent damage to nearby building foundations. Anchoring for the
            boardwalk will be a combination of buried electric poles for a "deadman," screw anchors
            or concrete footers. Again, existing conditions will determine, in part, the type of anchoring
            planned. (See the attached sketches).








                   We have met with the property owners and most have been receptive to the
            boardwalk crossing their property. Any agreements to provide easements to cross the
            property must also provide adequate protection of property and any riparian rights of the
            owners. We are also discussing access easements extending from Mill Street across private
            property to the boardwalk. It is anticipated that many of the shop owners will make
            improvements to the riverfront side of their establishments and these additional pedestrian
            access areas will enhance the project and the owner activities. There is already discussion
            of open-air cafes or coffee shops, souvenir shops, etc. that will cater to the walk-by or
            browsing pedestrian.

                   To reach the goal of ultimately constructing the boardwalk from the Rt. 123 bridge
            to the Mill House would require the cooperative effort of the Town and each property
            owner. Property owners are considering such issues as liability, public access through their
            property, boardwalk hours of operation, maintenance, riparian rights, boat docking
            accessibility, etc. In response to these concerns, draft documents have been prepared that
            intend to address these issues. They have been drafted to establish a non-stock corporation
            which will be responsible for operations and maintenance of the boardwalk, a deed of
            easement between the property owners and the corporation and bylaws for operation of the
            corporation. Note that these legal instruments are draft only and have not been reviewed
            nor approved by Town Council or property owners.

                   The estimated cost for repairs to the bulkheads and other shore improvements are
            shown below. These estimates assume that the bedding conditions will not require
            extraordinary anchoring and there will be minimum unforeseen additional expenses. Also,
            it has been assumed that the boardwalk will be constructed along each property except
            Prince William Marina, which has a boat launching facility that must remain operational,
            and at two establishments that have existing boardwalks which we plan to connect.

                                 Bulkhead repairs                   $300,000
                                 Riverfront boardwalk               $525,000

                   The estimated costs do not include any additional expenses that may be incurred as
            a requirement for compliance with any federal or state permits.
                   The Riverfront Boardwalk is a project that can be completed through the cooperative
            effort of the Town Council, property owners and merchants. Completion of the project will
            take advantage of the natural amenities of the Occoquan River and increase accessibility
            of the commercial activities of the Town. An additional spin-off of the project will be
            additional river traffic coming in to take advantage of the improvements.



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 I                        ENGINEER'S REPORT
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                                                                         i7



      Construction Engineering Services, Inc.
      6127 MOONPATTERNS TRAIL        MAILING ADDRES P.O. BOX 1611
      FAIRFAX STATION, VIRGINIA 22039               CLIFTON, VIRGINIA 22024-0168
      (703) 631-0107                 EAX (703) 631-4177


       June 14, 1995



       Barnes & Johnson, Inc.
       8505 Euclid Avenue, Suite One
       Manassas Park, Virginia 22111

       Attention: James T. Barnes

       Reference: Assessment of shoreline conditions for proposed walkway structure
                  Town of Occoquan, Virginia


       Gentlemen:

       The following is a report on the existing conditions along the Occoquan River
       shoreline in the Town of Occoquan and the repairs or upgrades necessary to the
       existing shoreline structures to accommodate the-proposed walkway along the river.
       The proposed 12 foot wide walkway is to begin at the paved public parking area
       under the Route 123 Bridge approximately 30 LF downstream from the end of the
       existing walkway behind 125 Mill Street and extend upstream to the museum
       property at 413 Mill Street where it will turn southwest away from the river and
       continue up the hillside and terminate at the existing sidewalk along Mill Street (See
       Exhibit 1).

       Paved Public Parkina under Route 123 Bridae - The shoreline along the northwest
       corner of this parcel where the walkway is to begin is currently an unprotected
       slope with no bulkhead or stone revetment. The terrain slopes from approximately
       Elev. 0 at Mean Low Water to Elev. 8 at the top of the slope where the paved
       parking area begins approximately 20 feet back from Mean Low Water. Because of the
       relative flatness of the existing slope (2.5H:lV) and the fact that the adjacent
       upstream property is protected with a stone revetment (approx. 2H:1V) the shoreline
       protection / walkway scheme shown in Exhibit 'A' utilizing a stone revetment should
       be proposed for the 30 LF of walkway planned for this property.

       125 Mill Street - Riverwalk - The shoreline along the entire length of this property
       is protected with a stone revetment in good condition and currently has a 12 foot
       wide walkway in a configuration very similar to that shown in Exhibit 'A. Some
       structural modifications will be required on the framing of this walkway to bring it
       in compliance with BOCA Building Code requirements for a structure of this type.
       Some additional floor joists will need to be added to compensate for the 15 foot span
       on the existing 2"x12" joists. and the 3"x12" headers will need to be strengthened
       along the cantilever portion by adding an additional member or a knee brace.

       203 Mill Street - Sea Sea & Co. - The shoreline along the initial 25 LF at the
       southeast corner of this property is currently an unprotected earth slope while the
       remainder of the property (approx. 120 LF) is retained by a 5 foot high timber
       bulkhead in serviceable condition which has an existing 6 foot wide walkway along
       its length. The 25 LF unprotected portion along the southeast corner should be





      DESIGN                                 CONSULTING                         UNDERWATER INSPEC' TIONS











       Page 2
       James T. Barnes
       Barnes & Johnson, Inc.
       June 14, 1995


       upgraded with the stone revetment shoreline protection/walkway scheme shown in
       Exhibit W. The remainder of the property is to remain with a 6 foot wide walkway
       because widening the walkway in this area would encroach on the existing boat slips
       in the marina behind this property.

       Mamie Davis Park .- The shoreline along this park (approximately 80 LF) is currently
       protected with a stone revetment and there is an elevated access walkway
       perpendicular to the shoreline that extends out to a timber observation deck
       approximately 7 feet above M.L.W. The 40 LF of shoreline extending upstream from
       the end of the 6 foot wide walkway along 203 Mill Street to the elevated access
       walkway at the approximate center of this property should have the stone revetment
       upgraded and configured to accommodate the walkway as shown in Exhibit W. The
       remainder of this property is to remain as It is because the adjacent property on
       the upstream side is a marina and boat repair yard with a boat ramp and haulout
       facilities along the shoreline which preclude the construction of the walkway along
       that property so the new walkway can be terminated at the existing elevated access
       walkway which provides a direct route to the sidewalk along Mill Street to permit
       pedestrians to walk around the marina property on the sidewalk and re-enter the
       walkway along the river where it resumes at 301 Mill Street just upstream from the
       marina.

       207 - 213 Mill Street - Prince William Marina - This property has a concrete capped
       lightweight steel sheet pile bulkhead along the shoreline which is in good
       serviceable condition. As previously mentioned, because of the boat ramp, haulout
       pier and other marina activities that take place along the shoreline, the construction
       of the walkway across this property is not feasible so pedestrians would be routed
       back out to the Mill Street sidewalk to go around this property and then re-enter
       the walkway along the river at 301 Mill Street.

       301 Mill Street - This property has an existing deteriorated timber bulkhead along
       the shoreline which has failed in some places and is failing in other locations. This
       bulkhead should be replaced with a new pressure treated timber bulkhead with the
       walkway cantilevered over the bulkhead as shown in Exhibit 'B'.

       305 Mill Street - This property also has an existing deteriorated timber bulkhead the
       length of its shoreline which has failed in some places and is failing in other
       locations. This bulkhead should be replaced with a new pressure treated timber
       bulkhead with the walkway cantilevered over the bulkhead as shown in Exhibit 'B'.

       307 Mill Street - This property also has an existing timber bulkhead which is very
       deteriorated and should be reconstructed prior to constructing the cantilevered
       walkway as shown in Exhibit 'B'.             1

       309 Mill Street - This property has an existing timber bulkhead which has failed and
       the bulkhead failure has undermined a concrete slab Immediately behind the
       bulkhead causing the slab to fracture and collapse into the undermined area. This
       bulkhead also needs to be replaced with a new pressure treated timber bulkhead
       with the cantilevered walkway as shown in Exhibit 'B.











      Page 3
      James T. Barnes
      Barnes & Johnson, Inc.
      June 14, 1995


      311 Mill Street - This property has some unusual timber shore protection created by
      laying logs approximately 12" to 14" in diameter and in varying lengths paralell to
      the shoreline and stacking them three or four rows high. The logs are restrained
      laterally by steel pipes and timber stakes driven in the ground and are in some
      cases placed -behind live trees to utilize the tree trunk for lateral support. This
      property should have a new pressure treated timber bulkhead constructed with the
      cantilevered walkway as shown in Exhibit V.

      313 Mill Street - This property has a continuation of the horizontal log timber shore
      protection as described for 311 Mill Street and should also have a new pressure
      treated timber bulkhead constructed with the cantilevered walkway as shown in
      Exhibit W.

      405 Mill Street - The first 70 LF of shoreline of this property from 313 Mill Street
      heading upstream continues the horizontal log shore protection scheme. This area
      should have a new pressure treated timber bulkhead constructed with the
      cantilevered walkway as shown in Exhibit V. The remaining 60 LF of shoreline has
      some type of timber bulkhead capped and faced with concrete with a concrete slab
      on grade immediately behind the bulkhead. This 60 foot portion of bulkhead is in
      serviceable condition but is showing some signs of deterioration and should be
      checked more extensively if this project proceeds to determine what remedial
      measures, if any need to be taken. Once the bulkhead has been determined to be
      sound, the walkway can be installed in the manner shown in Exhibit 'B' with only
      slight variation required as shown in Exhibit 'C'.

      407 Mill Street - The bulkhead along this property is a continuation of the timber
      bulkhead with a concrete cap and slab on grade behind the bulkhead that ran along
      the upstream 60 LF of 405 Mill Street. This bulkhead is also in serviceable condition
      but is showing signs of deterioration and should be checked more extensively if this
      project proceeds to determine if any remedial measures need to be taken. Once the
      bulkhead has been determined to be sound, the walkway can be installed in the
      manner shown in Exhibit 'C'.

      409 - 411 Mill Street - This property is protected by a continuous interlocking steel
      sheet piling bulkhead. The sheet piling appears to be the old PDA 27 section. This
      bulkhead is in good serviceable condition, and the walkway can be installed as
      shown in Exhibit V. This bulkhead does increase in elevation as it moves upstream,
      so the walkway elevation will have to be adjusted so it ramps up in conjunction
      with the bulkhead elevation changes.

      413 Mill Street - The shoreline along this property is a steep sloping tree covered
      bank with naturally occurring rock outcroppings. The walkway turns southwest away
      from the river at the corner of this property with 411 Mill Street and it continues
      up the slope and terminates at the sidewalk on Mill Street at the front of the 413
      Mill Street property. The walkway will have to be a combination of ramps, stairs and
      landings as it works its way up the steep slope. The framing in this area will be
      conventional timber deck framing supported on pressure treated timber posts
      bearing on concrete footings.











      Page 4
      James T. Barnes
      Barnes & Johnson, Inc.
      June 14, 1995


      The information in this report is based on Preliminary survey data furnished by
      your firm and on approximate field measurements made during our site investigation,
      therefore, before any construction documents are prepared these measurements
      should be verified by more precise means. If you have any questions or if you
      require any additional information or want to pursue any aspect of the design
      development further, please contact us.

      Very truly yours,
      CONSTRUCTION ENGINEERING SERVICES, INC.




      Hal Goodman, P.E.
      President















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                                                               NOTE: ALL TIMBER TO
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                            CONSTRUCTION                               JOB     OCCOQUAN RIVER WALKWAY       EXHIBIT'B'
                   ENGINEERING SERVICES, INC.                          SHEET NO..       a                      OF      8
                                P.O. Box 168                           CALCULATED BY    H.G.                           8-14-95
                      CLIFrON, VIRGINIA 22024-0168                                                             DATE
                          PHONE (703) 631-0107                         CHECKED BY       H.G.                           8-14-95
                            FAX (703) 631-4177                         SCALE                                   DATE



                                       YA           16'-O"MIN.              --

                                                                               17-0"




                                                                                                                  42" HIGH
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                                                          SIDE OF PILE (TYP.)                                     EXISTING
                                                                                 ZIX12!' JOISTS  19"c-c           (4'c-c POST SPA.)

                                                                                                                  3/4" DIA. GALV.
                                 "SIMPSON" CB46                                                                   BOLTS(TYP.)
                                 BASE CONNECTOR                          Ir    .11    1     11
                                 OR EQUAL


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                                  Q EA. FACE PILE                     CAP
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                                                                                                      BRACE EA.
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                                FILL              2"T&G TIMBER
                  3'x3'TIMBER PLATE               SHEETINGIVILONG
                 ANCHOR 0 6'c-c                 12" MIN. BUTT DIA.
                                                TIMBER PILES IZ
                                                LONG OR DRIVEN
                                                TO REFUSAL Q
                                                HORIZ. SPACING




                                           NOTE: ALL TIMBER TO
                                                  BE CCA TREATED
                                                  TO 1.5 LBJCF RET.



                             TYPICAL SECTION OF TIMBER BULKHEAD & WALKWAY
                                                        SCALE: 1/4" = V-0"
                                             -B46
                                             EC
                                             _  TO@R@

                                                   6'





                            CONSTRUCTION                              JOB      IOCCOQUAN RIVER WALKWAY - MIBIT @C'
                   ENGINEERING SERVICES, INC.                         SHEET NO.          7                   OF
                                P.O. Box 168                          CALCULATED BY      H.G.                DATE      B-14-95
                      CLIFTON, VIRGINIA 22024-0168
                          PHONE (703) 631-0107                        CHECKED BY         H.G.                DATE      &14-95
                            FAX (703) 631-4177                        SCALE






                                                                      12'-0"



                                                                                                   _l/'_42" HIGH
                                                                                                        RAILING
                                                 4@xfl"HEADER E#k           2"x8" DECKING               TO MATCH
                                                 SIDE OF PILE (TYP.)                                    EXISTING
                                                                        2"xl2" JOISTS    19" c-c        (41 c-c POST SPA.)

                                                                                                        3/4" DIA. GALV.
                         NSIMPSON" CB46                                                                 BOLTS(TYP.)
                         BASE CONNECTOR
                         OR EQUAL





                                               EXISTING CONC.                                3"x8" KNEE      V-V'MAX.
                                               SLAB                                          BRACE EA.
                       3x3'CONC. FTG       TIMBER BLOCKING                                   SIDE OF PILE
                       ON COMPACTED AS REQ'D AT EA. PILE                              M.L.W.
                       FILL

                                        EXISTING BULKHEAD


                                       12" MIN. BUTT DIA.
                                       TIMBER PILES 17
                                       LONG OR DRIVEN
                                       TO REFUSAL @ 17c-c
                                       HORIZ. SPACING




                                   NOTE: ALL TIMBER To
                                         BE CCA TREATED
                                         TO 1.5 LB./CF RET.




                      TYPICAL SECTION OF EXISTING TIMBER BULKHEAD & WALKWAY

                                                             SCALE: 1/4" = l'-O"
                                               EXISTING  CONC.             73 8 KNEE,
                                                                                               x
                                       @SLAB                                                 BRACE EA
                                                                                             SIDE OF  P
                                           TIMBER  BLOCKING









                                                                                     OCCOQUAN RIVER WALKWAY - MlBrr'D'
                              CONSTRUCTION                                   JOB                8
                    ENGINEERING SERVICES, INC.                               SHEET NO.                                 OF
                                  P.O. Box 168                               CALCULATED BY     H.G.                    DATE      6-14-95
                        CLIFTON, VIRGINIA 22024-0168
                            PHONE (703) 631-0107                             CHECKED BY        H.G.                    DATE      B-14-95
                              FAX (703) 631-4177                             SCALE






                                                                            12'-0"




                                                                                                                 42" HIGH
                                                                                                                 RAILING
                                                      4ftx8w HEADER EA-             2"X.8" DECKING               TO MATCH
                                                      SIDE OF PILE (TyP.)                                        EXISTING
                                                                           1@ @Zlxl 2" JOISTS   19" c-c          (4'c-c POST SPA.)
                                                                   ZZ7                                           314" DIA. GALV.
                           "SIMPSON" CB46                                                                        BOLTS (TYP.)
                           BASE CONNECTOR                      11    ir
                           OR EQUAL





                                                                                                     34x8w KNEE       VARIES
                                                                                                     BRACE EA.
                         TxTCONC. FTG.         TIMBER BLOCKING              100                      SIDE OF PILE
                                               AS REQ'D AT EA. PILE                          M.L.W.
                         ON COMPACTED
                         FILL                EXJSTING STEEL SHEET
                                             PILE BULKHEAD

                                          120 MIN. BUTT DIA.
                                          TIMBER PILES 12'
                                          LONG OR DRfVEN
                                          TO REFUSAL Q 12'c-c
                                          HORIZ. SPACING



                                     NOTE: ALL TIM13ER To
                                             BE CCA TREATED
                                             TO 1.5 LBJCF RET.




                           TYPICAL SECTION OF EXISTING STEEL BULKHEAD & WALKWAY

                                                                     SCALE: 1/4" = V-0"
                                    --------------------- -
                                                      14







                                        -B
                                          46
                                         CTOR@
                                                                                  73                    8-  KNEEI
                                                                                                      N
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                                                                                                                                                                                            8505 E.Od A,..-. S.1t. 0. - .-.. P.rk ArglMa 22111
                                                                                                                                                                                                      Tp(M)330_g3Q0 r@-(703A3@11W                    Town of Occoquan, Virgin










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                                                                                                                                                                                              Marnes                      Johnson, Inc.                                 BOARDWALK PERMIT APPLI
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                                                                                                                                                                                            8505 Euclid Avenue, Suite One - monassoa Park. Virginia 22111
                                                                                                                                                                                                           T.,:(703)330-5300 Fa.:(703)330-9337                               Town of Occoquan,























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                                                                                                                                                    j                                                                                                                                                                                                        Barnes & Johnson,                                                                                      Inc.                                BOARDWALX PERMrr APPUCAM
                                                                                                                                                                                                                                                                                                                                                          8505 Euclid Avenue, Suite                         One           Manassas Park, 'Arginia 2211,
                                                                                                                                                                                                                                                                                                                                                                                      Tol:(703)330-0300 F..(703)330-8357                                                                                           Town of Occoquan, Virgi




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                     ARTTCLES OF INCORPORATTON
 I
 I                            BY-LAWS
 I                       DEED OF EASEMENT
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                                                 ARTICLES OF INCORPORATION


                                                                  OF

                                         THE OCCOQUAN RIVERFRONT ASSOCIATION

                                            A VIRGINIA NON-STOCK CORPORATION


                             In compliance with the requirements of Chapter 10 of Title 13.1 of the Code of
                     Virginia, as amended, the undersigned, who is a resident of the Commonwealth of
                     Virginia, and who is of full age, has this day determined to form a non-stock corporation
                     not for profit and does hereby certify:



                                                             ARTICLE I



                             The name of the corporation is THE OCCOQUAN RIVERFRONT

                     ASSOCIATION hereinafter called the "Association".



                                                             ARTICLE II



                             The initial registered office of the Association is located at 14914 Jefferson Davis
                     Highway, Woodbridge, Virginia 22191 which is located in the County of Prince William.



                                                            ARTICLE III



                             Jay du Von, whose business address is the same as the registered office, and who
                     is a member of the Virginia State Bar, is hereby appointed the initial registered agent of

                     the Association.














                                                          ARTICLE IV



                            The By-Laws of the Association shall set forth the qualifications and rights of the
                     Membersof the Association and limits on the Members" rights to vote.


                                                          ARTICLE V



                            The Association shall have six (6) Directors, five of whom shall be elected by the
                     Members in the manner set forth in the Bylaws and one (1) which shall always be a duly
                     designated representative of the Town of Occoquan, Virginia.



                     Date:                                             Incorporator

















                     'to-P!'"n,de d"                           2











                                                            BY-LAWS


                                                                OF

                                        THE OCCOQUAN RB-ERFRONT ASSOCIATION

                                                (A Virainia Non-Stock Corporation)


                                                            ARTICLE I


                                                              N.AME

                            The name of the Corporation is Occoquan Riverfront Association, hereinafter
                     called the "Association".


                                                           ARTICLE II


                                                            PURPOSE

                            A.      Recognizing that better utilization of the Occoquan riverfront can be
                     mutually beneficial to the Riverfront Owners (hereafter defined) and the Town of
                     Occoquan, this Association is formed to promote and facilitate cooperative efforts of the
                     members for the mutual benefit of the Riverfront Parcels (hereafter defined), which
                     efforts shall include:

                                    (i)     planning and designing a Riverfront Boardwalk which will connect
                     all or most of the Riverfront Lots ("Boardwalk");

                                    (ii)    developing a consistent plan for use of the Boardwalk so that it
                     will be an attraction to visitors and may be used by visitors during reasonable hours as
                     though the Boardwalk were under single ownership in spite of the fact that it will cross
                     properties under different ownership;

                                    (iii)   working together with the Town to apply for available ftinding,
                     from any source which will aid in the construction of the Boardwalk and redevelopment
                     of the Occoquan Riverfront;

                                    (iv)    developing a consistent plan which will provide public access to
                     the Boardwalk while at the same time providing for the security of the businesses located
                     on the Riverfront Lots;

                                    (v)     developing a design and utilization plan which maintains to the
                     maximum extent possible the rights of the individual Riverfront owners to access the
                     immediately adjacent river across the Boardwalk;















                                                     In             In                                      e
                                    (vi)    developing a plan for ongoing maintenance, repair and replacem nt
                     of the Boardwalk and its foundation or underpinnings, including connections to the
                     Riverfront Lots or to docks or piers on the river.

                            B.      The Association does not contemplate financial gain or profit to the
                     members.


                            C.      The Association shall have and exercise any and all powers, rights, and
                     privileges which an association formed under Virginia law may now or hereafter have or
                     exercise.


                                                           ARTICLE III


                                                           MEMBERS

                            I .     Membership Requirements.          The members of the Association
                     ("Members") shall be limited to the owners of record of the nineteen (19) parcels listed
                     on Exhibit "A" attached hereto or any portion thereof ("Riverfront Parcels") and their
                     successors and assigns ("Riverfront Owners") which have executed and delivered a Deed
                     of Easement in favor of the Association in the form attached hereto as Exhibit "B" (the
                     "Deed of Easement"), Only those Riverfront Owners who have executed the Deed of
                     Easement shall be Members of the Association. In addition, the Town of Occoquan,
                     Virginia, a body corporate and politic ("Town"), shall always be a Member acting by and
                     through its Mayor or its other duly authorized designee. Under no circumstances shall
                     the Association have more than thirty-five (35) Members.

                           2.       Meetings of Members.

                                    (a)    The annual meeting of members of the Association shall be held on
                     such date or dates as shall be fixed from time to time by the Board of Directors of the
                     Association. The first annual meeting shall be held on a date within twelve (12) months
                     after the formation of the Association. Each successive annual meeting shall be held on a
                     date not more than twelve (12) months following the preceding annual meeting. Special
                     meetings of members may be held on such date or dates as may be fixed by the Board of
                     Directors of the Association from time to time and by the members on such date or dates
                     as shall be permitted by law.

                                    (b) Any annual or special meeting of members may be held at such place
                     within or without the Commonwealth as the Board of Directors of the Association may
                     from time to time fix. In the event the Board of Directors shall fail to fix such place or
                     time, or in the event members are entitled to call or convene a special meeting in
                     accordance with law, then, in such event. such meeting shall be held at the principal
                     office of the Association.





                                                                2









                                      (c)     Special meetings of members may be called by the Board of
                      Directors, except to the extent that directors may be required by law to
                      call a meeting, and shall be called by the Secretary on behalf of the members, when
                      required to do so by law.

                                      (d)     Written notice statinQ the place, day and hour of the meeting shall
                      attempted to be given for all meetings but shall not be required. Such notice shall state
                      the person or persons calling the meeting. '.\otice for an annual meeting shall state that
                      the meeting is being called for the election of directors and for the transaction of such
                      other business as may properly come before the meeting. Notices of special meeting
                      shall state the purpose or purposes for -@vhich the meeting is called. At any special
                      meeting, only the business stated in the notice of meeting may be transacted. Notice of
                      meeting shall be given, either personally or by first class mail, not less than ten (10) days
                      nor more than fifty (50) days before the date of the meeting, to each member at his
                      address recorded on the records of the Association, or at such other address which the
                      member may have furnished in writing to the Secretary of the Association. Notice shall
                      be deemed to have been given when deposited with postage prepaid in a post office or
                      other official depository under the exclusive jurisdiction of the United States Post Office.
                      Any meeting of members may be adjourned from time to time. In such event, it shall not
                      be necessary to provide further notice of the time and place of the adjourned meeting if
                      announcement of the time and place of the adjourned meeting is given at the meeting so
                      adjourned. In the event the Board of Directors fixes a new record date for an adjourned
                      meeting, a new notice shall be given, in the same manner as herein provided. No notice
                      need be given to any member who executes and delivers a waiver of notice before or after
                      the meeting. The attendance of a member in person or by proxy at the meeting without
                      protesting the lack of notice of a meeting shall constitute a waiver of notice by such
                      member. Any notice of meeting to members relating to the election of directors shall set
                      forth any amendments to the By-Laws of the Association adopted by the Board of
                      Directors, together with a concise statement of the changes made.

                                     (e)     At every meeting of members, there shall be       presented a list or
                      record of members as of the record date. certified by the officer responsible for its
                      preparation, and, upon request therefor, any member who has given written notice to the
                      Association, which request shall be made at least ten (10) days prior to such meeting,
                      shall have the right to inspect such list or record at the meeting. Such list shall be
                      evidence of the right of the persons to vote at such meeting, and all persons who appear
                      on such list or record to be members may vote at such meeting.

                                     (f)     At each annual meeting of members, the Board of Directors shall
                      present an annual report. Such report shall be filed with the records of the Association
                      and entered in the minutes of the proceedings of such annual meeting of members.






                                                                    3









                                              Meetings of the members shall be presided over by the following
                      officers, in order of seniority: the President. Vice-President or, if none of the foregoing is
                      in office or present at the meeting, by a Chairman to be chosen by a majority of the
                      members in attendance. The Secretary or an Assistant Secretary of the Association shall
                      act as secretary of every meeting. When neither the Secretary nor an Assistant Secretary
                      is available, the Chairman may appoint a secretary of the meeting.

                                      (h)     The order of business at all meetings of members shall be as
                      follows:


                                                                 Roll call.
                                            Reading of the minutes of the preceding meeting.
                                                     Report of standing conunittees.
                                                             Officers' reports.
                                                              Old business.
                                                              New business.


                                      (i)     Every member may authorize another person to act for him by
                      proxy in all matters in which a member may participate, including waiving notice of any
                      meeting, voting or participating in a meetin     or expressing consent or dissent without a
                      meeting. Every proxy shall be signed by the member or his attorney in fact, and shall be
                      revocable at the pleasure of the member executing it, except as otherwise provided by
                      law. Except as otherwise provided by law, no proxy shall be valid after the expiration of
                      eleven (11) months from its date.


                                      Members' Voting Rights.

                                      (a)    Members shall have the riaht to vote only for the purpose of
                      electing the members of the Board of Directors of the Association and for no other
                      purpose. Each Member shall be entitled to a number of votes which shall be equal to the
                      proportionate share of the total square feet contained within all of the Riverfront Parcels
                      which is contained within the Riverfront Parcel or Parcels owned by such Member. The
                      total number of votes in the Association shall always equal one hundred (100). By way
                      of example, if the total square footage contained with the Riverfront Parcels is one
                      hundred thousand square feet (100,000 sq. ft.) and a Member owns a Riverfront Parcel
                      containing ten thousand square feet (10,000 sq. ft.), such Member would have ten (10)
                      votes in the Association.



                                                              ARTICLE IV


                                                       BOARD OF DIRECTORS

                              I .     All of the Association's affairs shall be managed by the Board of birectors
                      consisting of six (6) individuals. . Each director shall be at least twenty-one (2) 1) years of


                                                                    4









                      age. The Board of Directors ("Board") shall consist of five (5) members elected annually
                      by the Members of the Association (",vlember Representatives") at the Association's
                      annual meeting. The sixth (6th) member of the Board shall always be a duly designated
                      representative of the Town ("Town Representative"), who shall be approved by the Town
                      Council. Notwithstanding anything to the contrary stated in these By-Laws, for so long
                      as the Town funds at least _ per cent (                     %) of the annual costs of the
                      maintenance, repair and replacement of the Boardwalk, the affirmative vote of the Town
                      Representative shall be required to approve all actions of the Board. Provided, however,
                      that an action of the Board may be approved by a majority vote of the Member
                      Representatives if the Town Representative abstains in writing from voting on the matter
                      which is before the Board.


                             2.      A director (other than the Town Representative) may resign at any time by
                      giving written notice to the Board of Directors or to an officer of the Association. Unless
                      otherwise specified in the notice, the resignation shall take effect upon receipt thereof by
                      the Board of Directors or such officer. Acceptance of such resignation shall not be
                      necessary to make it effective. In the event that the Town Representative desires to
                      resign, he shall be permitted to do so but no action of the Board shall be deemed final
                      until a new Town Representative has been appointed to the Board and given an
                      opportunity to vote upon such actions, unless written notice of such action has been given
                      to the Town Council and more than thirty (30) days has elapsed from receipt of such
                      notice by the Town Council, without the appointment of a new Town Representative.

                                     Vacancies in the Board of Directors may be filled by a vote of a majority
                      of the Board of Directors then in office, although less than a quorum, unless otherwise
                      provided in the Certificate of Incorporation of the Association. Vacancies occurring by
                      reason of the removal of directors without cause shall be filled by a vote of the members.
                      A director elected to fill a vacancy caused by resignation, death or removal shall be
                      elected to hold office for the unexpired term of his Predecessor.

                            4.       (a)    A regular annual meeting of the Board of Directors shall be held
                      immediately following the annual meeting Of Nlembers. All other meetings shall be held
                      at such time and place as shall be fixed by the Board of Directors from time to time.

                                     (b)    No notice shall be required for regular meetings of the Board of
                      Directors for which the time and place have been fixed. Special meetings may be called
                      by or at the direction of the Chairman of the Board, the President or by a majority of the
                      directors then in office.
                                     (c)    Written, oral or any other method of notice of the time and place
                      shall be given for special meetings of the Board of Directors in sufficient time for the
                      convenient assembly of the Board of Directors. The notice of any meeting need not
                      specify the purpose of such meeting. The requirement for furnishing notice of a meeting
                      may be waived by any director who signs a waiver of notice before or after the meeting or
                      who attends the meeting without protesting the lack notice to him.




                         '4101.1d, @                               5










                              5.      Subject to the other provisions of these By-Laws, a majority of the entire
                      members of the Board of Directors shall constitute a quorum. At any meeting held to
                      remove one or more directors, a quorum shall consist of a majority of the directors
                      present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a
                      quorum from being present, then, in such event, the quorum shall consist of a majority of
                      the members of the Board of Directors excluding the vacancy. A majority of the directors
                      present, whether or not a quorum is present, may adjourn a meeting to another time and
                      place. Except to the extent provided by these By-Laws, the act of the Board of Directors
                      shall be by a majority of the directors present at the time of vote, a quorum being present
                      at such time. Any action authorized by resolution, in writing, by all of the directors
                      entitled to vote thereon and filed with the minutes of the Association shall be the act of
                      the Board of Directors with the same force and effect as if the same had been passed by
                      unanimous vote at a duly called meeting of the Board.

                              6.     The President, or in his/her absence the Vice President, shall preside at all
                      meetings of the Board of Directors.          In the absence of the President and Vice
                      President, any other director chosen by the Board shall preside.

                                                                   v     a
                              7.     The Board of Directors ma. designate from their number an executive
                      committee and other standing committees. Such committees shall have such authority as
                      the Board of Directors may delegate, except to the extent prohibited by law. In addition,
                      the Board of Directors may establish special committees for any lawful purpose, which
                      may have such powers as the Board of Directors may lawfUlly delegate.

                                                             ARTICLE V


                                                              OFFICERS


                              1.     The Board of Directors may elect or appoint a President, one or more vice-
                      presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more
                      Assistant Treasurers, and such other officers as they may determine. The President shall
                      be a director. Any two (2) or more offices may be held by the same person except the
                      office of President and Secretary.

                              2.     Each officer shall hold office until the annual meeting of the Board of
                      Directors and until his successor has been duly elected and qualifies. The Board of
                      Directors may remove any officer with or without cause at any time.
                              3.     (a)     The President shall be the chief executive officer of the
                      Association, shall have the responsibility for the general management of the affairs of the
                      Association, and shall carry out the resolutions of the Board of Directors.

                                     (b)     During the absence or disability of the President of the
                      Association, the vice-president, or, if there be more than one, the Executive vice-
                      president shall have all the powers and functions of the President. The vice-president




                      @ to-1'!.bv1a-d,.                            6










                       shall perform such duties as may be prescribed by the Board of Directors from time to
                       time.


                                      (c)     The Treasurer shall have the care and custody of all of the funds
                       and securities of the Association, and shall deposit said funds in the name of the
                       Association in such bank accounts as the Board of Directors may from time to time
                       determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and
                       execute all contracts in the name of the Association when countersigned by the President;
                       he may also sign checks, drafts, notes and orders for the payment of money, which shall
                       have been duly authorized by the Board of Directors and countersigned by the President.

                                      (d)     The Secretary shall keep the minutes of the Board of Directors and
                       the minutes of the members. He shall have custody of the seal of the Association and
                       shall affix and attest the same to documents duly authorized by the Board of Directors.
                       He shall serve all notices for the Association which shall have been authorized by the
                       Board of'Directors and shall have charge of all books and records of the Association.

                                      (e)    The Town Engineer of the Town of Occoquan shall also be an
                       officer of the Association whose approval shall be required for all actions, decisions, and
                       issues relating to the Boardwalk which in any manner involve the physical design of the
                       Boardwalk, which affect in any way the ongoing maintenance, repair and replacement of
                       the Boardwalk or in any way affect the use of the Boardwalk for its intended purposes.

                                                             ARTICLE VI


                                                         MISCELLANEOUS


                              1.      The Association shall keep at the principal office of the Association
                       complete and correct records and books of account, and shall keep minutes of the
                       proceedings of the members, the Board of Directors or any committee appointed by the
                       Board of Directors, as well as a list or record containin- the names and addresses of all
                       members.


                              2.      The Association's seal shall be in such form as the Board of Directors shall
                       from time to time prescribe.

                              3.      The fiscal year of the Association shall be fixed by the Board of Directors
                       from time to time, subject to applicable law.

                                                             ARTICLE VII


                                                      MEMBER AGREEMENT


                              These By-Laws shall constitute an agreement among the Members of the
                       Association authorized by Section 13.1-852.1 of the Code of Virginia, 1950, as amended,


                                                                   7









                    and mav be amended only by a written agreement executed by seventy-five per cent
                    (75.00%) of the Members of the Association, which approval shall in all circumstances
                    require the concurrence of the Town of Occoquan, Virginia.




























































                   %'W@P%bvlaws doc                          8












                                                     DEED OF EASEMENT



                            THIS DEED OF EASEMENT is made this                day of              1995 by and
                    between                                                        [a
                    corporation],                                               [a
                    partnership],                                 [an individual],
                    and                                 [husband and wife] ("Grantor") and the OCCOQUAN
                    RIVERFRONT ASSOCIATION, a Virginia non-stock corporation ("Grantee")



                                                           RECITALS:



                            A.     Grantor is the owner of that certain parcel of real property located in the
                    Town of Occoquan, Prince William County, Virginia, known as Prince William County
                    GPIN #                             , being the same or a portion of the real property
                    acquired by the Grantor by virtue of that certain Deed recorded in Deed Book              at
                    Page        among the land records of Prince William County, Virginia ("Property").


                           B.      Grantor has agreed to convey a perpetual non-exclusive easement
                    ("Easement") to Grantee                   feet in width over that portion of the Property
                    depicted upon the plat attached hereto entitled "                                          9
                    for the design, construction, installation, maintenance, repair and replacement of a
                    riverfront boardwalk ("Boardwalk") which shall be for the use of the invitees and
                    customers of the Riverfront Owners defined in the By-Laws of the Occoquan Riverfront
                    Association @vhich are attached hereto as Exhibit "B" and incorporated herein by
                    reference ("By-Laws") and which shall also be for the use of the general public during
                    reasonable hours and subject to such other reasonable rules and regulations that may be
                    adopted by the Board of Directors of Grantee pursuant to the By-Laws.


                           NOW, THEREFORE, in consideration of the premises, the sum of Ten Dollars
                    ($10.00) and other good and valuable consideration, the receipt and sufficiency of which










                      are hereby acknowledged, Grantor does hereby grant and convey the Easement to Grantee
                      over that portion of the Property labeled                    Foot Easement. for Riverfront
                      Boardwalk" upon Exhibit "A".


                              The Easement shall be subject to the following conditions:


                              I .    The Easement shall be a perpetual non-exclusive easement for the use of
                      Grantee and Grantee's officers, directors, employees, agents and contractors, the general
                      public, and the Riverfront Owners, as defined in the By-Laws, and their respective
                      customers, invitees, heirs, successors and assigns.


                              2.     Grantee shall have the right to utilize the Easement for the purpose of the
                      design, installation, maintenance, repair and replacement of the Boardwalk under such
                      conditions as may be reasonably determined by Grantee in its sole reasonable discretion.
                      In addition, during the initial period of construction of the Boardwalk, and during any
                      subsequent period in which maintenance, repair, or reconstruction thereof may be
                      necessary, Grantee shall have the right and privilege of using such land abutting the
                      Easement as is reasonably necessary for the purpose of placing thereon dirt, rock and
                      other material excavated from the Easement, and for the purpose of bringing to the
                      Easement such machinery, materials and equipment as they may be reasonably necessary
                      for the installation, repair, maintenance and construction of the Boardwalk. Provided,
                      however, that all the forgoing shall be conducted in the manner as shall occasion the least
                      practicable damage and inconvenience to Grantor.


                              3.     Grantor shall retain the right to use the land subj ect to the Easement in any
                      manner which shall not interfere with the use and enjoyment of the Easement by Grantee.
                      Grantor shall at all times have the right to cross over and upon the said Easement for
                      access to the Occoquan River and otherwise to use the surface over the Easement in such
                      a manner as will neither injure nor interfere with the construction, operation or
                      maintenance of the Boardwalk, except that the ground surface elevation shall not be



                      9       1hX









                    changed and no building, fence or other structure shall be erected over the Easement and
                    boats, ships and other marine vehicles and apparatus may not be tied to the Boardwalk.


                            4.      For the purpose of inspecting, maintaining, repairing and replacing the
                    Boardwalk, Grantee shall have the right of ingress and egress to and from the Easement
                    over such private roads as may now or hereafter exist on the Property. Any damages to
                    such private roads resulting from such use shall be repaired by Grantee at its expense.
                    The right, h  owever, is reserved to Grantor to shift, relocate, close or abandon private
                    roads at any time. If there are no public or private roads reasonably convenient to the
                    Easement, Grantee shall have such right of ingress and egress over the Property between
                    public or private roads and the Easement, which right is to be exercised in such a manner
                    as shall occasion the least practicable damage     and inconvenience to Grantor. Grantee
                    shall be liable for all damages resulting from its exercise of the right of ingress and

                    egress.



                            5.      Whenever the enjoyment of its rights hereunder requires Grantee to disturb
                    the surface of the ground, Grantee will proceed diligently with any work necessary, will
                    promptly conclude such work, and immediately thereafter restore the same insofar as
                    practicable to its condition prior to being so disturbed or to the mutual satisfaction of both
                    Grantor and Grantee at no expense to Grantor.


                            6.      The consideration hereinabove mentioned is paid by Grantee and accepted
                    by Grantor as full and total payment for all damages to the Property or other obstructions
                    within the Easement, for all obstructions or structures outside the Easement trimmed or
                    felled during the initial construction of Grantee's facilities, for all other rights and
                    privileges hereinabove set forth, and for any damages to the residue of Grantor's lands.


                            7.      Grantor covenants that it is seized of and has the right to convey the
                    Easement and to grant rights and privileges appurtenant thereto; that Grantee shall have










                   quiet and peaceable possession, use and enjoyment of the aforesaid Easement; and that
                   Grantor shall execute such further assurances thereof as may be required.


                          By its execution hereof, Grantor expressly approves the By-Laws of the
                   Association which are attached hereto as Exhibit "B".



                          WITNESS the following signatures and seals:




                                                       GRANTOR:











                                                      GRANTEE:







































                  X 40W0f\*/6=Mt.&C












                     STATE OF

                     COUNTY OF                                 to wit:



                            1, the undersigned, a Notary Public in and for the County and State aforesaid, do
                     hereby  certify that                             whose name is signed to the foregoing
                                                              has personally acknowledged, subscribed and
                     sworn to the same before me in my aforesaid jurisdiction.


                            GIVEN under my hand and seal this            day of                      1995.


                     My commission expires:


                                                                   Notary Public





                     STATE OF

                     COUNTY OF                                 to wit:



                            I, the undersigned, a Notary Public in and for the County and State aforesaid, do
                     hereby certify that                           , whose name is signed to the foregoing
                                                             has personally acknowledged, subscribed and
                     sworn to the same before me in my aforesaid jurisdiction.


                            GIVEN under my hand and seal this            day of                     '1995.


                     My commission expires:


                                                                   Notary Public






                     140@f\*/@Mt dM                               5






                                                                                                                           N.AA COASTAL SERVICE. CTR LIBRARY



                                                                                                                           3 6668 14111958 8