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044-22 (CUPBartonsvilleEnergyFacilityII) �,�G11w Cpm W � ORDINANCE Action: PLANNING COMMISSION: October 20, 2021 Recommended Approval BOARD OF SUPERVISORS: November 10, 2021 Postponed BOARD OF SUPERVISORS: January 26, 2022 Approved ORDINANCE CONDITIONAL USE PERMIT#11-21 SOLAR SITING AGREEMENT BARTONSVILLE ENERGY FACILITY II TO CONSTRUCT A UTILITY-SCALE SOLAR POWER GENERATING FACILITY WHEREAS, Conditional Use Permit #11-21 for Bartonsville Energy Facility Phase II, LLC, was submitted to construct a utility-scale solar power generating facility located on properties totaling approximately 636.7+/--acres. The properties are generally located south of Marlboro Road (Route 631), east and west of Strode McLeod Lane, north of Family Drive and west of the CSX rail corridor in Frederick County and are identified with Property Identification Numbers (PIN) 73-A-104, 74-A-18, 74-A-1 8A, 74-A-1 8B, 74-A-19, 74-A-20, and 85-A-1; and WHEREAS, Pursuant to Code of Virginia Section 15.2-2316.6 et seq., a solar facility siting agreement, between Bartonsville Energy Facility Phase II, LLC and the Frederick County Board of Supervisors was also considered; and WHEREAS, the Frederick County Planning Commission held a public bearing on this Conditional Use Permit on October 20, 2021 and recommended approval with conditions; and WHEREAS, the Frederick County Board of Supervisors held a public hearing on this Conditional Use Permit and solar facility siting agreement during their regular meeting on January 26, 2022; and, WHEREAS, the Frederick County Board of Supervisors finds the approval of this Conditional Use Permit to be in the best interest of the public health, safety, welfare, and in accordance with the Comprehensive Plan; and WHEREAS, the Frederick County Board of Supervisors, pursuant to Code of Virginia Section PDRes#40-21 1 BOS Res.#044-22 15.2-2316,6 et seq, agrees to the solar facility siting agreement with Bartonsville Energy Facility Phase II, LLC dated January 2022; and NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that Chapter 165 of the Frederick County Code,Zoning, is amended to revise the zoning map to reflect that Conditional Use Permit Application#11-21 for the Bartonsville Energy Facility II utility-scale solar power generating facility is permitted on the parcels identified by Property Identification Numbers 73-A-104, 74-A-18, 74-A-I8A, 74-A-1813, 74-A-19, 74-A- 20, and 85-A-I with the following conditions: 1. All review agency continents provided during the review of this application shall be complied with at all times. 2. An engineered site plan, in accordance with the requirements of Article VIII of the Fredrick County Zoning Ordinance, shall be submitted to and subject to approval by Frederick County prior to the establishment of the use. The site plan shall address additional regulations for specific uses outlined in §165- 204.26 of the Frederick County Zoning Ordinance and be in general conformance with the Phase 11 Expansion Area Concept Plan, included with the CUP application, prepared by Greenway Engineering, dated October 26, 2021. 3. Pursuant to Code of Virginia f§15.2-2241.2(B), the owner shall comply with the Exhibit D: Expansion Area Decommissioning Plan, included with the CUP application, prepared by Torch Clean Energy, dated September 2021, and shall update the Expansion Area Decommissioning Plan every five (5) years. 4. Within thirty (30) days after the Commercial Operation Date, Bartonsville Energy Facility II, LLC shall make a one-time payment to the County in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Payment"). These conditions shall be memorialized in a solar siting agreement with Frederick County, attached as Schedule C-1 of these Conditions,pursuant to Code of Virginia Section 15.2-2316.6 et seq. 5. Batteries, for the purposes of mass storage of electricity that will eventually be transferred to the grid, are prohibited as part of this CUP. 6. Access to the site shall be limited to one (1) entrance from Marlboro Road (Route 63 1)via Strode McLeod Lane to be used for construction and general site access and the entrance configuration shall be in general conformance with the Phase II Expansion Area Concept Plan, included with the CUP application,prepared by Greenway Engineering, dated October 26,2021, Delivery of solar array panel construction materials will occur at the site access entrance off of Marlboro Road using Strode McLeod Lane on Sheet 3 of the Concept Plan. Solar array panel materials delivery laydown area will be restricted to Tax Parcel 74-A-18. 7. A Phase 1 Archeological Survey will be completed and submitted to the PDRes#40-21 2 BOS Res.#044-22 Department of Planning & Development prior to site plan approval. This survey should document the collection of historic structures on and around this development and determine if this area would qualify as a Waal historic district. 8. Pile-driving of poles for solar arrays during construction shall be limited to 8:00 a.m. to 5:00 p.m. Monday through Friday. All other construction activities are permitted 7:00 a.m, to 7:00 p.m. Monday through Friday and 7:00 a.m. to 5:00 p.m. on Saturday. No construction activities are permitted on Sundays. The Applicant shall provide at least two(2) weeps written notice to adjoining property owners of the start of any pile-driving activities. A copy of the written notice shall also be provided to the Department of Planning and Development. 9. Any expansion or modification of this land use will require the approval of a new CUP. Passed this V" day of January 2022 by the following recorded vote: Charles S. DeHaven, Jr., Chairman Aye Shawn L. Graber Aye I Douglas McCarthy Aye Robert W. Wells Aye Josh E. Ludwig Aye Judith McCann-Slaughter Aye Blaine P. Dunn Aye A COPY ATTEST Michael L. Bollhoe Frederick County dministrator PDRes#40-21 3 BOS Res. #044-22 CONDITIONAL USE PERMIT #11-21 Bartonsville Energy Facility II, LLC—Phase II Expansion Area Staff Report for the Board of Supervisors Prepared: January 18, 2022 Staff Contact: M. Tyler Klein, AICP, Senior Planner This report is prepared by the Frederick County Planning Staff to provide information to the Planning Commission and the Board of Supervisors to assist them in making a decision on this request. It may also be useful to others interested in this zoning matter. Reviewed Action Planning Commission: 10/20/21 Recommended Approval Board of Supervisors: 11/10/21 Postponed 01/26/2022 Pending EXECUTIVE SUMMARY: This is a request for a Conditional Use Permit (CUP) to enable construction of a utility-scale solar power generating facility located on properties totaling approximately 636.7+/--acres. Should the Board of Supervisors find this use for a utility-scale solar power generating facility to be appropriate,the Planning Commission recommend the following Conditions of Approval: 1. All review agency comments provided during the review of this application shall be complied with at all times. 2. An engineered site plan, in accordance with the requirements of Article VIII of the Fredrick County Zoning Ordinance, shall be submitted to and subject to approval by Frederick County prior to the establishment of the use. The site plan shall address additional regulations for specific uses outlined in §165-204.26 of the Frederick County Zoning Ordinance and be in general conformance with the Phase II Expansion Area Concept Plan, included with the CUP application, prepared by Greenway Engineering, dated October 26, 2021. 3. Pursuant to Code of Virginia f§15.2-2241.2(B), the owner shall comply with the Exhibit D: Expansion Area Decommissioning Plan, included with the CUP application,prepared by Torch Clean Energy, dated September 2 02 1, and shall update the Expansion Area Decommissioning Plan every five(5)years 4. Within. thirty (30) days after the Commercial Operation Date, Bartonsville Energy Facility II, LLC shall make a one-time payment to the County in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Payment"). These conditions shall be memorialized in a solar siting agreement with Frederick County, attached as Schedule C-1 of these Conditions,pursuant to Code of Virginia Section 15.2-2316.6 et seq, 5. Batteries, for the purposes of mass storage of electricity that will eventually be Page 2 CUP#11-21 —Bartonsville Energy Facility II, LLC—Phase 11 Expansion Area January 18, 2022 transferred to the grid, are prohibited as part of this CUP. 6. Access to the site shall be limited to one (1) entrance from Marlboro Road (Route 63 1) via Strode McLeod Lane to be used for construction and general site access and the entrance configuration shall be in general conformance with the Phase II Expansion Area Concept Plan, included with the CUP application., prepared by Greenway Engineering, dated October 26, 2021. Delivery of solar array panel construction materials will occur at the site access entrance off of Marlboro Road using Strode McLeod Lane on Sheet 3 of the Concept Plan. Solar array panel materials delivery laydown area will be restricted to Tax Parcel 74-A-18. 7. A Phase 1 Archeological Survey will be completed and submitted to the Department of Planning & Development prior to site plan approval. This survey should document the collection of historic structures on and around this development and determine if this area would qualify as a rural historic district. 8. Pile-driving of poles for solar arrays during construction shall be limited to 7:00 a.m. to 5:00 p.m. Monday through Friday. All other construction activities are permitted 7:00 a.m. to 7:00 p.m. Monday through Friday and 7:00 a.m. to 5:00 p.m. on Saturday. No construction activities are permitted on Sundays. 9. Any expansion or modification of this land use will require the approval of a new CUP. Any recommendation for approval should also include a statement affrmin that the proposed solar facility is in substantial accord with the Comprehensive Plan. Following this public hearing, a decision regarding this Conditional Use Permit application by the Board of Supervisors would be appropriate. The Applicant should be prepared to adequately address all concerns raised by the Board of Supervisors. Page 3 CUP 411-21 —Bartonsville Energy Facility II, LLC—phase 11 Expansion Area January 18, 2022 LOCATION: The properties are generally located south of Marlboro Road(Route 631), east and west of Strode McLeod Lane, north of Family Drive and west of the CSX rail corridor. The project is immediately south and adjacent to Bartonsville Energy Facility—Phase I project area (CUP#05-20, approved September 23, 2020). MAGISTERIAL DISTRICT: Back Creek PROPERTY ID NUMBERS: 73-A-104, 74-A-18, 74-A-18A, 74-A-18B, 74-A-19, 74-A-20, and 85-A-1 PROPERTY ZONING & PRESENT USE: Zoned: RA (Rural Areas) Land Use: Agricultural, Residential, and Open Space ADJOINING PROPERTY ZONING& PRESENT USE: North: RA (Rural Areas) Use: Residential,Agricultural &Open Space South: RA(Rural Areas) Use: Residential,Agricultural &Open Space East: Town of Stephens City Use: Town of Stephens City (Industrial) West: RA (Rural Areas) Use: Agricultural & Open Space PROPOSED USE: This is a request to enable construction of a 430+/--acre 40-to-60-megawatt (MM utility-scale solar power generating facility(disturbed area) located on properties totaling approximately 636.7+/--acres. REVIEW EVALUATIONS: Virginia Department of Transportation: The application for a Conditional Use Permit for these properties appear to have little measurable impact on Route 631 (Marlboro Road), the VDOT facilities providing access to the properties. The location, Strode McLeod Lane, has been identified for a low-volume commercial entrance, on Route 631. The existing entrance appears to meet VDOT standards for the proposed use. Should the use ever expand in the future, the entrance will need to be reviewed, to determine if additional improvements may be required. See comment letter dated September 13, 2021. Frederick County Fire Marshal: Plans approved by Fire Marshal, Frederick County. See comment letter dated September 7, 2021. Page 4 CUP#11-21 —Bartonsville Energy Facility II, LLC—Phase If Expansion Area January 18, 2022 Frederick County Inspections: Conditional Use Permit for installation of solar arrays shall be designed per the 2018 Virginia Building Code, U-Utility Use Group. Solar panel installation not associated with publicly regulated utilities require permits. Plans submitted for permits may require the design to be sealed by a Registered Design Professional licensed in the State of Virginia. Arrays shall be designed for the applicable loads as required in Chapter 16 VBC. Please note the requirements in Chapter 17 of VBC for special inspection requirements on the type of structure (soil, concrete etc.). See comment letter dated September 15, 2021. Town of Stephens City: The Town has no opposition to the proposed conditional use permit as this expansion appears to be consistent with the previously approved CUP located on contiguous properties. See comment letter dated September 14, 2 02 1. Historic Resources Advisor Board (HRAB): The Frederick County Historic Resources Advisory Board (HRAB) considered the above referenced Conditional Use Permit application during their meeting on September 21, 2021. The HRAB reviewed information from the Virginia Department of Historic Resources (VDHR) and information provided by the Applicant. This application seeks to expand the site area of a previously approved Conditional Use Permit. The Phase 2 site area consists of 636 acres; the total combined site area for Phase 1 and Phase 2 is 1,600 acres. The Project will consist of rows of ground-mounted photovoltaic modules, commonly known as solar panels. The site is located north and south of Marlboro Road and west of the Town of Stephens City; Phase 1 is north of Marlboro Road and Phase 2 is south of Marlboro Road Historic Resources Advisory Board Comments: The Virginia Department of Historic Resources identifies the following on or near the Phase 2 area: #034-1078 Cherry Dale(Mary Stephens House)—located within the Phase 1 area Eligible for listing in the National Register of Historic Places (NRHP) 4034-1401 —Kent Barley Orchard House—Located on site #034-300 -Family Drive—Eligible 4034-0083 - Carter Hall—Eligible #034-141 —Waveland #034-84—Pleasant Green—Potentially Eligible #034-1004—Grand View #034-69—LaGrange--Potentially Eligible Page 5 CUP#11-21 —Bartonsville Energy Facility II, LLC—Phase II Expansion Area January 18, 2022 During the HRAB's review of the application, concern was expressed regarding the significant size of this project and its location in a historic and scenic area of the County. While this use may facilitate the preservation of agricultural and rural land for future use, the HRAB noted concern about solar facilities previously approved and future requests and their potential to detract from the historic and rural character of the County. Following the HRAB's review of this application, they ultimately recommended approval of the CUP with the following recommendations: • Recommendation: An enhanced buffer along Grand View(#034-1004) should be provided. • Recommendation: A Phase 1 Archeological Survey will be completed as part of the permitting of this project. This survey should document the collection of historic structures on and around this development and determine if this area would qualify as a rural historic district. See comment letter dated September 23, 2021. Planning and Zoning: Proposal & Site Configuration: The application proposes use of approximately 636.7-acres of rural area property, primarily used for agriculture, to generate 40 to 60 megawatts (MW) of photovoltaic (solar) electricity. Approximately 430-acres of the subject parcels will be utilized (disturbed) for the installation of rows of ground-mounted photovoltaic modules, commonly known as solar panels, other necessary equipment for facility operations, a transmission substation, access paths, fencing and landscaping. The solar panels will be interconnected, and the power generated by each solar panel will be combined, converted, and the voltage increased to allow delivery of the power to the First Energy 138 kilovolt (KV) transmission line. The proximity of the project to the existing transmission line was a significant factor in the selection of these properties for the development of the facility. The balance of property on the site, approximately 206.7-acres (i.e., area outside of the leased area for solar arrays), will be maintained for agricultural use by the property owners, including crops, orchards, and pasture. The Application Narrative and Statement oflntent notes the project as proposed does not include any batteries for the purposes of mass storage of electricity that will eventually be transferred into the grid. However, small batteries will be utilized as backup for solar tracker motors, substation, and associated equipment. To protect the viewshed and mitigate the visual impact to neighboring properties in the vicinity of the property, the applicant has proposed buffering and screening around the perimeter of the Page 6 CUP#11-21 —Bartonsville Energy Facility II, LLC—Phase Il Expansion Area January 18, 2022 property, in addition to maintaining existing mature woodlands (where feasible), to shield view of the facility from adjacent roadways, residences, and other agriculture uses. Proposed landscape buffers (and cross-sections) are included on Sheet 3 of the Concept Plan. Immediately north and adjoining the property, is the Bartonsville Energy Facility — Phase I project area (1,160.5-acres total), approved by the Board of Supervisors on September 23, 2020 with CUP #05-20. Under the approved Phase I project, PIN # 74-A-20 (Staples Property), was approved for use as an interconnection parcel, including installation of a substation/switching station. The Staples Property is also included in this CUP application and the applicant proposes use of the property to also include solar arrays in addition to the substationlswitching station. Phase I project limits and details are included for reference on Sheets 4 and 5 of the Concept Plan. A summary of the project area and disturbed area totals for each phase is included below. Total Acreage Disturbed Approved Phase I(CUP#OS-20) 1,160.5 705 Proposed Phase II(CUP#11-21) 636.7 430 Total 1,797.2 1,135 Site Access &Transportation: Access to the site is limited to one (1) entrance from Marlboro Road (Route 63 1) to-be-used for construction access,post-construction site access for maintenance and emergency vehicle access. Following the Planning Commission public hearing on October 20, 2021, and in response to public comments received from a neighboring property owner, the applicant removed the proposed point-of-access from Family Drive (private driveway) at the southern boundary of the project area. The revised entrance configuration is shown on Sheet 3 of the revised Concept Plan (dated October 26, 2021). Comprehensive Plan Conformance: The Comprehensive Plan envisions this area of the County to remain primarily rural in nature and for rural areas to be preserved to ensure the economic viability of agricultural and forestal operations and that those lands are present for the use and enjoyment of future generations(Chapter I1—Rural Areas).Further the plan specifically states as it relates to solar that utility scale solar facilities are typically passive uses with limited impacts to the environment and the rural character. Additionally, implementation of this use can facilitate the preservation of agricultural and rural land for future use once these sites are decommissioned, although the extent to which the use removes agricultural and rural land from current use should also be considered. Utility-scale solar facilities, when located in appropriate areas, can provide opportunities for landowners to recoup value from theirproperty without subdividing. The Code of Virginia also enables localities implementing solar facilities to tax this utility infrastructure through the machinery and tools tax or revenue-share agreements with utility operators, generating additional tax revenue beyond the land use assessment. This additional revenue can help the County offset impacts from residential development(Chapter IV—Business Development). The project, as proposed, is in accordance with Comprehensive Plan policies. The project will not adversely impact the rural character of the area or the adjoining agricultural and residential uses. The Page 7 CUP#11-21 —Bartonsville Energy Facility 11, LLC—Phase II Expansion Area January 18, 2022 preservation of the underlying land through the solar facility siting agreement (discussed below) maintains the ability to use the property for agriculture in the future if and when the facility is decommissioned. Maintaining the existing topography of the site, utilizing existing vegetation and planting new buffers to screen the facility will preserve the rural viewshed from adjoining properties. Further, the included Decommissioning Plan ensures a monetary guarantee to cover associated cost with the restoration of the land to it pre-development state and ability of the land to be use for agriculture again (if so desired)in the future. Zoning Ordinance Conformance: Utility-scale solar power generating facilities are a permitted use in the RA(Rural Areas) Zoning District with an approved Conditional Use Permit (CUP). The Board of Supervisors added "utility-scale solar power generating facilities" to the Zoning Ordinance on January 8, 2020, including additional regulations for specific uses. These additional regulations further specify for utility-scale solar power generating facilities to prepare an engineered site plan and enter into a. written agreement with Frederick County for facility decommissioning. The Zoning Ordinance requirements for "Public Utilities" including "utility-scale solar power generating facilities" (§165-204.26) specifies the Zoning Administrator has the authority to determine appropriate setbacks for lots. Setbacks for the solar arrays (panels)will conform to the setback requirements contained in the Zoning Ordinance for principle uses in the RA (Rural Areas) Zoning District (§165-401.07): 60-feet (FT) front setbacks from right-of-way streets and roads, and side/rear setbacks of 50-FT from adjoining parcels 6-acres or less, 100-FT from adjoining parcels of more than 6-acres, and 200-FT from Agricultural and Forestal Districts (more than 6-acres) and orchards (regardless of size). After consultation with Staff during the pre-development of the application, the Applicant has proposed setbacks for the solar arrays (panels) for this project will be a minimum of 100-feet (FT) from all external roads and property lines, and 200-FT from Agricultural and Forestal Districts. Setbacks are noted and depicted on Sheet 3 of the Concept Plan. Decommissioning Plan: A draft Expansion Area Decommissioning Plan has been included with the application materials, satisfying requirements contained in §165-204.26 of the Zoning Ordinance, ensuring that in the event the facility is no longer in operation, the land will be returned to the pre-development condition with all solar infrastructure and related facilities removed, ensuring future viability of the land to resume agricultural operations. Further, proposed condition of approval #3 ensures that Frederick County would maintain a bond that the bond updated every five (5)years ensuring the amount specified in the bond cover the costs of equipment removal and land restoration. Solar Siting Agreement: The applicant has also included for consideration by the Board of Supervisors a "solar siting agreement." Solar siting agreements are outlined in the Code of Virginia § 15.2-2316.7; the code states any applicant for a solar project, or an energy storage project shall give to the host locality written notice of the applicant's intent to locate in such locality and request a meeting. Page 8 CUP#11-21 —Bartonsville Energy Facility Il, LLC---Phase Il Expansion Area January 18, 2022 Such applicant shall meet, discuss, and negotiate a siting agreement with such locality. The siting agreement may include terms and conditions, including (i) mitigation of any impacts of such solar project or energy storage project; (ii)financial compensation to the host locality to address capital needs set out in the (a) capital improvement plan adopted by the host locality, (b) current fiscal budget of the host locality, or (c)fiscal fund balance policy adopted by the host locality; or (iii) assistance by the applicant in the deployment of broadband, as defined in § 56- 585.1:9, in such locality. The solar siting agreement legislation took effect July 1, 2021 and applies only to projects submitted on or after January 1, 2021. The solar siting agreement, while not required by state code to include the Phase I project (CUP #05-20) does include considerations of impacts from Phase I in addition to those required for the Phase II project. The draft "Solar Facility Siting Agreement" (dated January 2022) proposes within thirty (30) days of operation, the Applicant shall make a one-time payment to Frederick County in the amount of $750,000 to be used by the County for critical infrastructure projects to improve citizen quality of life, including but not limited to expanding educational opportunities, health care (telehealth), and economic development, through significant investments in broadband deployment throughout the County, or the payments may be used for any of the following purposes: (a) to fund the capital improvement program (CIP) of the County (b) to meet needs of the current fiscal budget of the County, (c) supplement or establish any fund for which the County maintains a balance policy; (d) support broadband funding, all as permitted § 15.2- 2316.7. The siting agreement is memorialized in condition#4. Other Permitting; In addition to requirements contained in the County's Zoning Ordinance, the Applicant is concurrently pursuing a"Permit-by-Rule" (PBR) application through the Virginia Department of Environmental Quality (DEQ). The PBR is a state-level administrative review and approval process for the siting of solar energy facilities in the Commonwealth, including environmental and cultural/historic review and study. One component of the state required PBR review is "local jurisdiction approval" of solar project siting. This CUP application, if approved by the Frederick County Board of Supervisors, would satisfy that requirement enabling the PBR process to continue towards administrative approval of this project by DEQ. PLANNING-COMMISSION ,SUMMARY AND ACTION FROM OF 10/20/21 MEETING: The Planning Commission held a public hearing on October 20, 2021. The primary discussion of the Planning Commission was the proposed project conformance with the County's 2035 Comprehensive Plan. Commissioners noted the project proposal maintains the rural character and preserves the underlying land for future use as agricultural/open space. Commissioners Oates & Jewell expressed concernif the project were not to be approved the alternative use may be residential homes which would have a significant capital impact to the County and would see the land permanently change from agriculture uses. Commissioner Thomas expressed concern with the environmental impact panels and equipment installed may have on soil Page 9 CUP#11-21 —Bartonsville Energy Facility II, LLC—Phase Il Expansion Area January 18, 2022 composition/suitability for agriculture in the future. Five (5) members of the public on the proposed application, including landowners who are leasing land for the solar project proposal. The Planning Commission recommended approval (Commissioners Triplet & Thomas — No; Commissioners Malden & Cline — Absent) of the conditional use permit request and stated in the motion for approval that the project is in accordance with the 2035 Comprehensive Plan. STAFF CONCLUSIONS FOR THE 01/26/2022 BOARD OF SUPERVISORS MEETING: This is a request for a Conditional Use Permit (CUP) to enable construction of a utility-scale solar power generating facility located on properties totaling approximately 636.7+/--acres. Should the Board of Supervisors find this use for a utility-scale solar power generating facility to be appropriate, the Planning Commission recommend the following Conditions of Approval: 1. All review agency comments provided during the review of this application shall be complied with at all times. 2. An engineered site plan, in accordance with the requirements of Article VIII of the Fredrick County Zoning Ordinance, shall be submitted to and subject to approval by Frederick County prior to the establishment of the use. The site plan shall address additional regulations for specific uses outlined in §165-204.26 of the Frederick County Zoning Ordinance and be in general conformance with the Phase II Expansion Area Concept Plan, included with the CUP application, prepared by Greenway Engineering, dated October 26, 2021. 3. Pursuant to Code of Virginia f§15.2-2241.2(B), the owner shall comply with the Exhibit D: Expansion Area Decommissioning Plan, included with the CUP application, prepared by Torch Clean Energy, dated September 2021, and shall update the Expansion Area Decommissioning Plan every five(5)years 4. Within thirty (30) Jaya after the Commercial Operation Date, Bartonsville Energy Facility II, LLC shall make a one-time payment to the County in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Payment"). These conditions shall be memorialized in a solar siting agreement with Frederick County, attached as Schedule C-1 of these Conditions,pursuant to Code of Virginia Section 15.2-2316.6 et seq. 5. Batteries, for the purposes of mass storage of electricity that will eventually be transferred to the grid, are prohibited as part of this CUP. Page 10 CUP#11-21 —Bartonsville Energy Facility 1I, LLC—Phase II Expansion Area January 18,2022 6. Access to the site shall be limited to one (1) entrance from Marlboro Road (Route 631) via Strode McLeod Lane to be used for construction and general site access and the entrance configuration shall be in general conformance with the Phrase II Expansion Area Concept Plan, included with the CUP application, prepared by Greenway Engineering, dated October 26, 2021. Delivery of solar array panel construction materials will occur at the site access entrance off of Marlboro Road using Strode McLeod Lane on Sheet 3 of the Concept Plan. Solar array panel materials delivery laydown area will be restricted to Tax Parcel 74-A-18. 7. A Phase 1 Archeological Survey will be completed and submitted to the Department of Planning & Development prior to site plan approval. This survey should document the collection of historic structures on and around this development and determine if this area would qualify as a rural historic district. 8. Pile-driving of poles for solar arrays during construction shall be limited to 7:00 a.m. to 5:00 p.m. Monday through Friday. All other construction activities are permitted 7:00 a.m. to 7:00 p.m. Monday through Friday and 7:00 a.m. to 5:00 p.m. on Saturday. No construction activities are permitted on Sundays. 9. Any expansion or modification of this land use will require the approval of a new CUP. Any recommendation for approval should also include a statement affirming that the Proposed solar fi cili is in substantial accord with the Comprehensive Plan. Following this public hearing, a decision regarding this Conditional Use Permit application by the Board of Supervisors would be appropriate. The Applicant should be prepared to adequately address all concerns raised by the Board of Supervisors. CUP # 11 - 21 : Bartonsville Energy Facility II, LLC PINs: 73 - A - 104, 74 - A - 18, 74 - A - 18A, 74 - A - 1$13, 74 - A - 19, 74 - A - 20, 85 - A - 1 Utility-Scale Photovoltaic Facility Zona . ng Map ° .. l2w • .o ED OR r•. _ A CUP k ,'W - As. i CUP#11-2 9 : .° t CUP43.1-21Rino ; CUP#11-2T } v0� r • Stepdtens City,'. �4 DIM ' c 4 y CUP#I1-2T +# °r t �,r ii y�y�yry� ��J •� F. •`, J Z,•, Application ay. co � Sewer and Water Service Area \� Q Parcels ficego °�G 82(General Business District) EM(Extractive Manufacturing District) Agricultural&Forestal Districts 1 N South Frederick district \ WE ! 5 Frederick County Planning&Development - 107 N Kent St Winchester,VA 22601 11 540-665-5651 700 9,401 2,860 Feet Map Created:September 28,2021 CUP # 11 - 21 : Bartonsville Energy Facility II, LLC PINs: 73 - A - 104, 74 - A - 18, 74 - A - 18A, 74 - A - 186, 74 - A - 19, 74 - A - 20, 85 - A - 1 Utility-Scale Photovoltaic Facility Location Map CUP.#1T-21 4 er mate to Ifr'�ku - j1J i f fY3iTII C'UP'#11:-23 t YAW CQ',r'� CUP#T 1 UP, Et7L1Q1 / CUP"#11-211- 0° yr ,! r.3fephem City t , 3 i .CUPS f r Qfay t. CUP#:11 � r Cx3 �` � �` .� f g MAA •�� ACRS it]I ODCO Application N Sewer and Water Service Area t Parcels WE 5 r` r f Frederick County Planning&Development 107 N Kent St Winchester,VA 22601 540-665-5651 0 700 1400 2,800 Feet Map Created:September 28,2021 Submittal Deadline PIC Meeting BOS Meeting APPLICATION FOR CONDITIONAL USE PERMIT FREDERICK COUNTY,VIRGINIA 1. Applicant(check one): Property Owner �_— Other NAME: Bartonsville Energy Facility IIx LLC Attn.Sam Gulland ADDRESS: 230 Court Square, Suite 13102,Charlottesville,VA 22902 TELEPHOI+IE: (703)999-4280 2. Please list all owners,occupants,or parties in interest of the property: BHS,LC.-Barbara S.t.intecum,Manager C.William Staples 3. The property is located at: (please give exact directions and include the route number of your road or street) South side of Marlboro Road(Route 631);East and West side of Strode McLeod Lane; North side of Family Drive;West of CSX Rail Corridor 4. The property has a read frontage of feet and a depth of feet and consists of 636.67*1-- acres. (Please be exact) 5. The property is owned by (See Property Deed Information Attachment) as ... . ....... .. evidenced by deed from _ _ (previous owner) recorded in deed book no. on page ,as recorded in the records of the Clerk of the Circuit Court,County of Frederick. 6. Property Identification Number(P.I.N.)73-A-1014;74-A-18,18A, 188,19&20;85-A-1 Magisterial District_ Back creek District __. ... . Current Zoning RA District(all parcels) _ _. 7. Adjoining Property: USE ZONING North Agricultural&Residential RA District East Industrial A Unimproved 1-2 District&1-1 District SoUth Agricultural&Residential RA District West Agricultural&Residential RA District 8. The type of use proposed is(consult with the Planning Dept. before completing): Utility-Scale Photovoltaic Facility 9. It is proposed that the following buildings will be constructed: Ground-Mounted FV Solar Energy Generation Facilities and Intamonnection Facilities 10. The following are all of the individuals, firms, or corporations owning property adjacent to both sides and rear and in front of(across street from) the property where the requested use will be conducted. (Continue on back if necessary.) These pp2le will be notifiedly mail of this application: Name and Property Identirlestion plumber Address Nano Refer To Adjoining Property Refer To Adjoining Property Property# Map Exhibit Owner Information Tables Name Property# Name Property# Name Property# Name Property# Name Property# Name Property# 6 BARTONSVILLE SOLAR FAC€LRV PHASE ADJOINING AROPERTIES ID Ta.Map Number Owner Maeling Address city&stateZip Assessed Acreage Zoning 1 74 A 3A RSQDARE PROPERTIES LLC,C/O RAY ROBINSON 2510 VIRGINIA AVE NW,APT 1103-N WASHINGTON,OC 20037 70.83 RA 2 62 A 35A JENKINS DARLENE W 140 LICKSKILLET LN WINCHESTER,VA 226U2 5.41 RA 3 74 A IA SHILEYIEFFREY B,SHILEY CHERYLYNN P 4536 MIDDLE RD WIKCHESTER,VA 22632 2.36 RA 4 74 A 2 HOTT JAMES N II,HOTT JAMCE H 4468 MIDDLE RD WINCHESTER,VA 22602 1.36 RA 5 62 A 34 GREGORY K SCOTTTRU5TEF,GREGORY RUTH C TRUSTEE 433S MIDDLE RD WINCHESTER,VA 22602 107,79 RA 6 62 14 14 5ELZNICK LEE A,SELZNICK SUSAN M 344 RUDINE17E WAY WINCHESTER,VA 22602 7.08 RA 7 74 A 40 .FREDERICK COUNTY SCHOOL BOARD,OF VIRGINIA 1415 AMH6RST ST WINCHESTER,VA 22601 37.35 RA 8 174 A 4A R&T HACKING CORP,C/O FIRST BANK TRUST DIVISION 1835 VALLEY AVE WINCHESTER,VA 22601 5 RA 9 62 A 38 R&T PACKING CORPORATION,Cj0 FIRST BANKTRUST DIVISION 1835 VALLEY AVE WINCHESTER,VA 22601 34.23 RA ZO 62 A 39 K-1 ENTERPRISES CLC 5005 NORTHWESTERN PIKE 8 1 WINCHESTER,VA 22603 47 RA 11 52 A AD LONG CREEK FARM INC,C/O C M ESSICK 976 SPRINGDALE RD WINCHESTER,VA 22602 25D RA 12 74 A 66 LONG CREEK FARM INC,CIO C MESSICK 976 SPRINGDALE RD WINCHESTER,VA 22602 110.15 RA 13 74 A 5 LONG CREEK FARM INC,C/O C MESSICK 976 SPRINGDALE RD WINCHESTER,VA 22602 20 RA 14 74 A 65 LONG CREEK FARM INC,C/O C MESSICK 976 SPRINGDALE RD WINCHESTER,VA 22602 249.83 RA 15 74 A 656 KMW RENTALS LLC 310 MUSE RD GORE,VA 22637 5 RA 16 74 A 65A MESSICK CARROLL L TRUSTEE,MESSICK CHARLOTTE R TRUSTEE 976 SPRINGDALE RD WINCHESTER,VA 22602 24.97 RA 17 74 A 47 LONG CREEK FARM INC,C/OC MESSICK 97&SPRINGDALE RD WINCHESTER,VA 22602 73.25 RA SS 74 A 47A LONG CREEK FARM INC,C/OC MESSICK 976 SPRINGDALE RD WINCHESTER,VA 22602 17.74 Rl 19 74A011 A .FREDERICK COUNTYSANITATION RUTH,OfB/A FREDERICK WA PO BOX 1877 WINCHESTER,VA 22604 167,5$ I-2 20 74A011 Al FREDERICK COUNTY SANITATION,AUTHORITY 107 NKENT ST WINCHESTER,VA 22601 23.01 11-2 21 74 A 35B CARBAUGH LOUIS C,CARBAUGH JACQUELINE U 5140 PA55AGE LN STEPHENS CNY,VA 22655 1.75 R1 22 74A03 A 9 SHEN-VAL LIME CORP PO BOX 480 STEPHENS CITY,VA 22655 12.72 11 23 74AO1 A 9A 0 0 24 74AOI A 98 SHEN-VAL LIME CORP PO BOK 480 STEPHENS CITY,VA 226551 12.72 Il 25 74AO1 A 9C 0 0 26 74AO1 A 9D 0 0 27 74 A 24 CLARK ROY L,CLARK SHIRLEY F PO BOX 182 STEPHENS CITY,VA 22655 2.25 Rl 28 74 A 22A FREDERICK COU NTY SANITATION,AUTHORITY 107N KENT ST WINCHESTER,VA 22601 0.26 ES 29 74 A 36A DAVIS ROBERT W,DAVIS KAKI L 66D MARLBORO RD STEPHENS CITY,VA 22655 6.45 RA 30 74 A 368 DE AZAGRA CARL,DE AZAGRA SANDRA M 626 MARLBORO RD STEPHENS CITY,VA 22655 5 RA 31 74 A 36C FALGOUST RUDOLPH J,FALGOUST ELIZABETH 2314 VALLEY OAK CT WALDORF,MD 26601 5 RA 32 74 A 43 GORDON JULIE A R,GORDON JASON L 118 AGAPE WAY STEPHENSCITY,VA 22655 11.01 Rl 33 174 A 438 HEATH CHARLES E,HEATH LINDA G 118 AGAPE WAY STEPHENS CITY,VA 226551 6.79 Rl 34 74 A 43C SNEDDON KEVIN,SNEDDON SONJA 199 BRACKEN FERN LN STEPHENS CITY,VA 22655 8.53 111 35 74 A 9 BRADY MICHAEL,BRADY CARRIE 3903 IVYOALE DR ANNANDALE,VA 22DD3 52.96 RA 36 74 A 9K TONLY LUCINDA A TRUSTEE ETALS 310 CARTERS LN STEPHENS CIN,VA 22655 15.36 RA 37 73 12 15 KlM SUE CORP,KIM HB 225 SERVICEBERRY CT STEPHENS CJIY,VA 22655 10.74 RA 38 7312 16 SIMPSON JOHN 561 GERMANY RD W44CHESTER,VA 226021 59.88 RA 39 73 A 88 BHS LC PO BOK 2368 'WINCHESTER,VA 22604 78 RA Source:Frederick County,VA GIS,2D21 Data BARTONSVILLE SOLAR FACILNY ADMINING PROPERTIES PHASE II EXPANSION AREA F7ID TeX Map Number Owner Mailing Address City&State Zip Assessed Acreage Zoning 1 74 A 42 KINNEY STEVEN F SR,KINNEY COLLEEN T 818 MARLBORO RD STEPHENS ClTY,VA 22655 5 RA 2 74 A 41 GERRY 0 FARM LLC,C/O ESTHER ALBRIGHT 237 MIDDLE FORK RD CRD55 JUNCTION,VA 22625 35 RA 3 74 A 4DA NAGY STEPHEN V 713 MARLBORO RD STEM ENS CITY,VA 22655 3.54 RA 4 74 A 4D PERINAIIMMY 689 MARLBORO RD STEPH ENS CITY,VA 22655 0.05 RA 5 74 A 39 PERMAJIMMY 689 MARLBORO RD STEP14ENS CITY,VA 22655 0.41 RA 6 74 A 38 Tim Wrye PO BOX 279 Linden VA 22642 3 RA 74 A 37 MILLER LEVI G PO BOX 73 WHITE POST,VA 22663 3 RA B 74 A 36 MESSERCOLA DIANAJ 624 MARLBORO R6 STEPHENS CITY,VA 226551 2.43 RA 9 174 A 35 DISQUE DALE W,RISQUE DAYLE P 1469 FAIRFAX ST STEPHENS CITY,VA 22655 1AB Rl 10 174 A 35C David Woad 141 August Sunset Lane Stephens City,VA 22655 2.27 RA F2274 74 A 35D WRIGHT RENOVATIONS INC 124 PAGE CT WHITE POST,VA 12663 1.22 RA A 35E WRIGHT RENOVATIONS INC 124 PAGE CT WHILE POST,VA 22663 1.07 RA 74 A SSE WRIGHT RENOVATIONS INC 124 PAGE CT WHITE POST,VA 22663 0.95 RA74 A SSG WRIGHT RE NOVATIONS INC 124 PAGE CT WHITE POST,VA 22653 0,77 RA 74 A 22 AGGREGATE INDUSTRIES LAND COMPANY,INC C/O TAX DEP 6211 N ANN ARBOR RD DUND€E,MI 48131 10.72 I3 95 A 46 THE ARU HULL CORPORATION,C/O FAS DEPT 1401.643 1200 URBAN CENTER DR BIRMINGHAM,AL 35242 8.76 I-285 A 4B BLUE5TONE INDUSTRIAL DEV LLC PO BOX 48C STEPHENS CITY,VA 22fi55 149.59 R112 85 A 43 MCDONALD W DOUGLAS,MCDONALD SHERRY E PO BOX 631 STEPHENS CITY,VA 22655 36.61 EM 19 115a A 2 MCDONALD WAYNE D,MCDONALD SHERRY E PO BOX 531 STEPHENS CJTYr VA 22655 136.33 RA 2084 A 48 MCDONALD ROY E TRUSTEE,MCDONALD LOREITA G TRUSTEE 364 CARSON LN STEPHENS CITY,VA 22655 204.09 RA 21 73 A 103 WAVELAND FARM LLC 1215 MARLBORO RD STEPHENS CITY,VA 22655 24.4 RA 22 73 241 6 WAVELAND FARM LLC 1215 MARLBORO RD STEPHENS CIN,VA 22655 4.38 RA 23 73 141 5 RINKER PROPERTIES U] _ 1156 MARLBORO RD STEPHENS CIN,VA 22655 2.17 RA 24 73 141 4 RINKER PRDPFRTIFS LC 1156 MARLBORO RD STEPHENS CITY,VA 22655 4.33 RA 25 73 141 3 CARLSON SCOTT A,CARLSON SABRINA M 361 OVERLOOK VIEW DR FRONT ROYAL,VA 22630 236 RA 26 74 41 8 LEE ERIC YIM,LEE HOPE M 239 INEZ LN STEPHENS CITY,VA 22655 4.05 RA 27 74 41 9 LEE JINHO,NGUYEN JUDY P 2291NEZ LN STEPHENS CITY,VA 22655 2 RA 26 74 41 10 XIT INCORPORATED 967 MARLBORO RD STEPHENS CITY,VA 22655 2.46 RA 29 74 4111 PANZARELLA PAUL S 191MEZLN STEPHENS CITY,VA 22655 2.37 RA 30 74 41 12 KAPLAN RONALD W,KAPLAN MARY ANN 116 CORA LN STEPHENS CITY,VA 22655 2.39 RA 31 74 A 13 KIT INC 967 MARLBORO RD STEPHENS CITY,VA 22655 59.62 RA 32 74 42 20 XIT INC 967 MARLBORO RD STEPHENS CITY,VA 22655 34.36 RA 33 74 4 2 30 XIT INC 967 MARLBORO RD STEPHENS CITY,VA 226551 4.73 RA 34 74 A 17 MCGEEHAN CORALYN W HG 304,21124 CARDINAL PONDTER ASHBURN,VA 20147 159 RA 74 A SSA A P R MINI STORAGE LLC 127 MERCEDES CT WINCHESTER,VA 22603 16 RA Source:Frederick County,VA GIS,2021 Data Please use this page for your sketch of the property. Show proposed and/or existing structures on the property, including measurements to all property lines. ColAwrr ?Lam qty AwW*u- O►"ittwa Cut1 terr- 12. Additional comments,if any. I(we),the undersigned,do hereby respectfully make application and petition the governing body of Frederick County,Virginia to allow the use described in this application. I understand that the sign issued to me when this application is submitted must be placed at the front property line at least seven(7)days prior to the first public hearing and maintained so as to be visible until after the Board of Supervisors'public hearing. Your application for a Conditional Use Permit authorizes any member of the Frederick County Planning Commission,Board of Supervisors or Planning and Development Department to inspect your property where the proposed use will be conducted. 1-52 mom," Signature of Applicant= _ Signature ofilomer APS Owners'Mailing Address Owners'Telephone No. TO BE CQMPI.ETED BY THE ZONING ADMINISTRATOR: USE CODE: RENEWAL DATE: Bartonsville Energy Facility II CUP Application Form Owner Signature Page I(we),the undersigned,do hereby respectfully make application and petition the governing body of Frederick County,Virginia to allow the use described in this application.I understand that the sign issued to me when this application is submitted must be placed at the front property Rae at least seven(7)days prior to the first public hearing and maintained so as to be visible until after the Board.of Supervisors' public hearing.Your application for a Conditional Use Permit authorizes any member of the Frederick County Planning Commission,Board of Supervisors or Planning and Development Department to inspect your property where the proposed use will be conducted. Tax Mgp:_73-A-18-4 74-A-I8,74-A-18A.74-A-188,85-A-1 ANW,whim Barbara Lintecum Title:Manager of BHS,L.C. Owner's mailing address:2745 Thomas Jefferson Pkwy,Palmyra,VA 22463 Burtonsville Energy Facility I i Bartonsville Energy Facility II CUP Application Form Owner Signature Page I(we),the undersigned,do hereby respectfully make application and petition the governing body of Frederick County,Virginia to allow the use described in this application.I understand that the sign issued to me when this application is submitted must be placed at the front property line at least seven(7)days prior to the first public hearing and maintained so as to be visible until after the Board of Supervisors' public hearing.Your application for a Conditional I.1se Permit authorizes any member of the Frederick County Planning Commission,Board of Supervisors or Planning and Development Department to inspect your property where the proposed use will be conducted. Tax Map: 74-A-I9 and 74A-20 C.William Staples Owner's mailing address: 557 Marlboro Road, Stephens City,VA 22655 .--— K-.. .__1.�_' _ - n '- ��.� — SET r- nT't' y _ tae ►e l Application Narrative and Statement of Intent Expansion of Previous Approval Conditional Use Permit (CUP) #05-20 September 2021 230 Court Square Suite B102, Charlottesville, VA 22902 Table of Contents 1.EXECUTIVE SUMMARY 2.DESCRIPTION OF PROPERTY 3.PROJECT OVERVIEW FACILITY SUMMARY CONSTRUCTION SCHEDULE COMPLIANCE WITH COUNTY REGULATION COORDINATION WITH STEPHENS CITY 4.ANALYSIS OF IMPACTS VISUAL ECOLOGICAL AND DRAINAGE CULTURAL RESOURCES NOISE TRAFFIC LIGHTING ODORS,DUST,FUMES,VIBRATIONS FIRE SAFETY/SECURITY COMMUNITY OUTREACH S.DECOMMISSIONING LIST OF EXHIBITS EXHIBIT A-CONCEPT PLAN EXHIBIT B-CULTURAL RESOURCES REPORT EXHIBIT C-PRELIMINARY DECOMMISSIONING PLAN 2 1. Executive Summary Bartonsville Energy Facility, LLC and Bartonsville Energy Facility 11, LLC, subsidiaries of Torch Clean Energy ("Torch"), request an expansion of previous approval, Conditional Use Permit ("CUP") #05- 20 to allow the construction and operation of a 40-60 MW photovoltaic solar energy generation facility (the "Expansion Area Project") as described in this Application. This Application proposes an expanded footprint of the Bartonsville Energy Facility (the "Project"), which was approved as CUP #05-20 by the Frederick County Board of Supervisors on September 23, 2020. The Expansion Area Project is proposed to include parcels identified by Frederick County as Tax Map IDs 74-A-20, 74-A-18, 74-A-1 8A, 74-A-1 8B, 85-A-1, and 73-A-104 ("Expansion Area Land) located in the Back Creek Magisterial District in Frederick County. The Expansion Area Project area includes parcels that total approximately 636.7 acres, and from these a maximum of 430 acres will be used for solar modules. The Expansion Area Project area increases the total acreage of the Project approved under CUP #05-20 from approximately 1,160.5 acres to approximately 1,797,2 acres. The Expansion Area Project will use the same interconnection facilities previously permitted on Tax Map ID 74-A-20 under CUP #05-20. The Expansion Area Project is sited with the following considerations: • Solar arrays will leave space for agricultural and orchard cultivation to continue, enabling a hybrid use of rural properties that enable landowners to diversify income while continuing to farm. ■ The Expansion Area Project uses existing topography and vegetation to minimize impacts to the surrounding viewshed and is designed to avoid impacts to cultural and environmental resources. • The Expansion Area Project will provide clean energy that matches the electricity consumption of approximately 90,000 homes in Virginia and will help the Commonwealth meet its goals for the adoption of clean energy. Currently, Virginia now ranks 11th out of the 50 U.S. states with 2,546 MW of installed solar capacity. However, with the passing of the Virginia Clean Economy Act in March of 2020 and the Commonwealth's landmark goal of achieving zero carbon by 2050, solar capacity is expected to more than double in the next five years' ■ The Expansion Area Project will not require an additional substation or additional interconnection facilities and will utilize the interconnection facilities approved under CUP #05- 20. ■ The Expansion Area Project will provide personal property and increased real estate taxes to the County over the course of its life as well as injecting direct economic activity into the County during the construction and operating periods. • The Expansion Area Project may deliver additional revenue to Frederick County through a Siting Agreement pursuant to Section 15.2-2396.7 of the Code of Virginia, a provision that went into effect on July 1, 2021. https://www.seia.org/state-solar-policy/virgiriia-solar 3 The Expansion Area Project, if approved by the Board of Supervisors, will bring enhanced economic benefits to Frederick County without detrimental effects on neighboring properties or the County as a whole, and will prevent the potential for the creation of approximately 125 residential lots during the life of the project. Torch Clean Energy Torch Clean Energy is developer and owner of renewable energy generation facilities in the United States with offices in Virginia and Colorado. We have developed solar, solar-storage, and wind facilities, including the Red Horse Project, a 101 Megawatt ("MW") solar and wind hybrid project. Torch has over 500MW of solar under development in the Commonwealth of Virginia, including the Chester Solar Technology Park in Chesterfield County, which was permitted in September of 2019, and the Jarratt Energy Facility, which was permitted in March of 2020. To date, Torch has developed and financed over $600 million of renewable energy projects through the country. 2. Description of Property The Expansion Area Project proposes adding the following parcels to CUP#05-20: Parcels by Usage Acreage Parcel Acreage in Zoning Use Frederick County 74-A-20 162.00 RA Crops/Pasture/Forested 85-A-1 122.29 RA Cro s/0rchard/Forested 74-A-18B 58.39 RA Crops/Orchard 74-A-1 8A 80 RA Crops /Orchard/Forested 74-A-19 1 RA Forested 74-A-18 109.14 RA Crops/Orchard 73-A-104 103.85 RA Crops/Orchard The Expansion Area Project is located south of Marlboro Road, approximately 1.2 miles west of Interstate 81 and Stephens City, and encompasses agricultural fields, pastures, orchards, and wooded areas. The Expansion Area Land is bounded by rural residences, farmland, and forested areas to the north,west, and south and a railroad and electrical transmission corridor to the east. This existing 138-kilovolt FirstEnergy transmission line runs between the Bartonville and Meadowbrook substations, and the Expansion Area Project will connect with this system at the point of interconnection permitted under CUP #05-2020. The Expansion Area Project is an expansion to the Project approved under CUP #05-20. A portion of Parcel 74-A-20 was previously approved in CUP #05-20 for use in the construction of interconnection facilities. The Expansion Area Project proposes using an additional approximate 100 acres of this parcel for the installation of solar arrays located south of the interconnection facilities. 4 Article IV of the Frederick County Zoning Ordinance permits utility-scale solar facilities in the RA District with an approved CUP. The Applicant requests approval of a new CUP for the Expansion Area Project to allow for the construction and operation of a photovoltaic solar energy generation facility on the Expansion Area Land which will expand the Project previously approved under CUP #05-20. 3. Project Overview Facility Summary The Project and the Expansion Area Project will produce over 300,000 megawatt-hours of clean energy in its first year of operation,which represents the energy consumption of approximately 74,000 homes. The Project and the Expansion Area Project will generate electricity from photovoltaic solar modules that will be attached to a racking supported by driven posts. Single-axis trackers will be used to follow the sun from east to west and increase the efficiency of the solar arrays. A series of central inverters will be used to convert the electricity from direct current to alternating current. The Project and the Expansion Area Project will interconnect to a FirstEnergy 138-kilovolt transmission line adjacent to the CSX railroad corridor via a project substation and switching station that were approved to be constructed on parcels 74-A-20 and 74-A-21 under CUP #05-20. No new transmission-voltage lines will be built for the Project and the Expansion Area Project. The Expansion Area Project will not use grid-scale energy storage. No batteries will be used, except for small backup batteries for the solar tracker motors, substation, and associated equipment. The Expansion Area Project will be developed generally as depicted the Bartonsville Energy Facility 11, LLC Phase 11 Expansion Area Concept Plan ("Concept Plan") located in Exhibit A, as included with this Application. The Concept Plan provides a map of the solar array area, the proposed point of interconnection with the gen-tie system, vegetative buffer zones, perimeter fencing, access points, and other features of the Expansion Area Project. As shown on the Concept Plan, two points of access are proposed for the Expansion Area Project. The primary access will be from Marlboro Road at the intersection of Strode McLeod Lane and an emergency access entrance will be located to the south at the Strode McLeod Lane intersection with Family Drive, approximately 690 feet west of the railroad corridor. Construction Schedule The construction of the Expansion Area Project is estimated to take approximately 12 months to achieve substantial completion. The first phase of the Project will be civil works, such as area-specific grading in order to prepare for the installation of the solar equipment. The second phase will consist of the mechanical and electrical installation of the solar equipment. The final phase is the testing of the facility and the energization of the facility. The following provides a projected construction schedule for the facility: 5 Phase 1 —Site Preparation and Civil Work: 4-6 Months Phase 2 - Mechanical and Electrical Installation: 4-6 Months Phase 3 — Facility Testing and Energization: 3 Months Overlap between the first two phases is expected subject to the final construction schedule. Additionally, construction of the interconnection facilities by FirstEnergy will occur concurrently with construction of the facility. Compliance with County Regulation The Applicant is requesting approval of a new CUP for the Expansion Area Project according to the processes set forth by the Frederick County Attorney and the Frederick County Planning Department. The Applicant completed a Pre-Application meeting with the Frederick County Planning Department and is obtaining comments from required County agencies identified during the Pre-Application meeting. Additionally, the Applicant will confer with the County Historic Resources Advisory Board (HRAB) on September 21, 2021, to discuss historical and cultural resources in the County and surrounding properties. Additional CUP Application materials have been compiled according to the County Zoning Ordinance and process guidelines. 4. Analysis of Impacts The Bartonsville Energy Facility was granted approval of CUP #05-20 by the Frederick County Board of Supervisors on September 23, 2020. According to Chapter 165, Part 103 of the Zoning Ordinance, a CUP may be granted where the Board of Supervisors finds that(i)the proposed use is in accordance with the policies expressed in the Comprehensive Plan of the County, and (ii) the proposed use is in harmony and shall not adversely affect the use and enjoyment of surrounding properties (§ 165- 103.02). This application for approval of a new CUP for the Expansion Area Project is also consistent with the criteria set forth in the Zoning Ordinance for CUP Approval, as well as the goals of the 2035 Comprehensive Plan. The Revised Project will further support the agricultural economy and allow additional residents to benefit from new opportunities while preserving the rural character of the County. It will enable County residents to derive income from new technology that constitutes a safe, passive, and temporary use of the land. The Expansion Area Project will not adversely affect the health, safety, or welfare of persons residing or working in the vicinity of the proposed facility and will not be detrimental to public welfare or injurious to the properties or improvements in the immediate community. As a passive use located in a Rural Area District, the Expansion Area Project will not be detrimental to, or substantively change, the character of the surrounding area. The Expansion Area Project will not cause any increase in demand for County services. It will have minimal impacts on drainage and erosion and will not require the use of local water or sewer utilities. 6 Erosion and sediment controls and permanent stormwater management facilities will be provided as part of the Project to the extent required by applicable laws. The Expansion Area Project will not increase traffic in the area, and no public road improvements will be required for the construction or servicing of the facility. The effects of the Project are evaluated as follows: Visual The Expansion Area Project shall include all screening buffers identified on the Concept Plan. A setback from the Property line to solar generating equipment shall be used along the perimeter of the Expansion Area Project. Within this setback, a buffer consisting of new and/or existing vegetation will be used to screen the Project, as outlined below, and shown on the Concept Pian. The setback from external roads and property lines will generally be 100 feet, and there will be a setback of 200 feet from properties located within the South Frederick Agricultural and Forestal District. The most traveled route near the Expansion Area Project is Marlboro Road, to the north. The Expansion Area Project will not have permanent direct frontage on this route, except for the primary entrance at Strode McLeod Lane intersection. The Landscaping Plan will minimize visual impacts to surrounding properties and rights-of-way by maintaining and enhancing existing tree lines and vegetative buffers, while providing for new plantings in targeted areas. Specifically, the Project will do the following: ■ Maintain existing tree lines along the southern and western boundaries of the Expansion Area Project; ■ Plant a new vegetative buffer along Family Drive on the south side of parcel 85-A-1; ■ Plant additional screening vegetation on the western and northern property lines of parcel 73- A-104 and the northern boundary of parcel 74-A-18; ■ Preserve existing crop fields and pasture lands on parcels 73-A-104, 74-A-18, and 74-A-20. This plan is depicted on the Concept Plan located in Exhibit A. Ecological and Drainage Wetlands will be delineated and avoided in the construction of the Expansion Area Project. Additionally, the Project will consult with the Department of Environmental Quality as part of the "Permit by Rule" process for renewable energy facilities. The Project will submit Erosion and Sediment Control and Stormwater Management plans prior to the issuance of the building permit when the design is nearly complete. Because the racking system uses driven posts for structural support the Project aims to minimize cut and fill and will primarily only grade where slopes are excessively steep and where roads, and pad for equipment are required. These uses constitute a small percentage of the total project area. Most the grading will be for stormwater basins. The Revised Project will be designed to minimize stormwater impacts and accommodate existing topography to all extents possible. 7 Cultural Resources The Expansion Area Project has received approval for the archeological and architectural study methodology in accordance with DHR and DEQ and will not directly impact any identified landmarks. Cultural and historical resources in the vicinity of the Expansion Area Project are described in Exhibit B. Additionally, the Expansion Area Project will require concurrence from the Department of Historic Resources as part of the "Permit by Rule" process for renewable energy facilities. Noise Once operational, the Expansion Area Project will not be audible to adjacent landowners. Construction activities will be conducted according to the time-of-day restrictions that will be set forth in the approved conditions of the new CUP. Traffic General construction traffic will use the Expansion Area Project's primary access entrance on Marlboro Road at the intersection with Strode McLeod Lane. An internal road network will enable mobility throughout the facility. General construction traffic will primarily consist of personal vehicles (e.g., pickup trucks) transporting passengers, tools, and minor equipment to and around the Expansion Area Project. Due to the proximity of the Project to 1-81 and the existing road network, there will be little impact to current traffic during construction from delivery vehicles and construction vehicles. Equipment and materials deliveries (e.g., solar panels, inverters, concrete trucks, construction equipment, etc.)will access the Expansion Area Project's primary access entrance on Marlboro Road at the intersection with Strode McLeod Lane. The Expansion Area Project provide for a temporary construction laydown yard area internal to the facility located on the west side of Strode McLeod Lane approximately 909 feet south of Marlboro Road. The location of the temporary construction laydown yard area is identified on the Concept Plan. Operations and Maintenance for the Expansion Area Project will not measurably increase vehicular traffic and is generally less than 5 trips per month. Lighting Except for minimal safety and security lighting during the Construction Phase, the Expansion Area Project will not be lit. Odors, Dust, f=umes, Vibrations The Expansion Area Project will not generate air emissions. Once operational, no odors, trash, or recycled materials will be produced. No fuel or fuel storage and no outside storage will be needed on the Expansion Area Project after construction is completed. There will be no impact on water or air quality. 8 Fire Safety 1 Security The Expansion Area Project will not pose increased security or safety risks or fire hazards. Once the Expansion Area Project is constructed, a permanent perimeter/boundary fence will enclose the solar panels. The fence will be at least six feet high, in accordance with the National Electric Code. Primary access to the Expansion Area Project will be provided via Strode McLeod Lane at the intersection with Marlboro Road, and an additional emergency access will be provided via Strode McLeod Lane at the intersection with Family Drive from the south. An internal road network will provide access to every part of the Expansion Area Project. These new entrances are in addition to the three entrances to the Project approved under CUP #05-20. The Expansion Area Project will be monitored remotely on a 2417 basis. The Operations Team will have the ability to remotely de-energize the Expansion Area Project if necessary and immediately contact and coordinate with the appropriate local fire and EMS personnel. Training will be provided to local fire and EMS on FirstEnergy emergency procedures and notification in case of emergency. Community Outreach The Applicant has met with landowners in the vicinity of the Expansion Area Project site, including residents and owners of businesses. Feedback from these meetings have influenced the Concept Plan for the Expansion Area Project, particularly with respect to the buffer planting and use of existing topography and vegetation to screen the Expansion Area Project from view. 5. Decommissioning The Code of the Commonwealth of Virginia requires the owner, lessee, or developer of a solar project to enter into a written agreement to decommission the project prior to the issuance of a site plan. To support this application, the Applicant has provided Exhibit C, a revised Preliminary Decommissioning Plan that is updated from the previously permitted version. Prior to the issuance of the Site Plan, a Decommissioning Cost Estimate and means of financial security will be provided in accordance with Exhibit C and Virginia Code. 9 Bart 7 Facility —werTORCH CLEAN ENERGY Exhibit D: Expansion Area Decommissioning Pian September 202'1 TORCH Table of Contents 1.INTRODUCTION 2,DECOMMISSIONING OF SOLAR FACILITY EQUIPMENT DISMANTLING AND REMOVAL SITE RESTORATION MANAGING EXCESS MATERIALS AND WASTE 3.PROVISION OF DECOMMISSIONING COST ESTIMATE 4.PROVISION OF FINANCIAL SECURITY 2 TORCH 1 . Introduction Article 6 of Chapter 22 of the Code of Virginia (§ 15.2-2241.2) requires that the owner, lessee, or developer of real property for a solar project enter into a written agreement to decommission the project prior to the approval of the Site Plan. Bartonsville Energy Facility, LLC and Bartonsville Energy Facility II, LLC (together, "Owner") submit this Decommissioning Plan (the "Plan") to provide clarity on the methods and process of decommissioning the Expansion Area Project (the "Project") associated with the Bartonsville Energy Facility. The Plan shall be finalized prior to the approval of the Site Plan and shall be binding on each successor and assignee of the Owner. The Project is planned on parcels that total approximately 636.67 acres and is located in the Back Creek Magisterial District in Frederick County. The Project will interconnect to the FirstEnergy 138kV Bartonsville-Meadowbrook transmission line. The Project is expected to operate for a minimum of 30 years, based on the useful life of the equipment and the warrantees that guarantee that equipment. The Plan describes the approach for removal of the Project and land restoration activities. These measures shall be taken upon the end of the useful life of the Project, or if the Project or any portion thereof ceases to perform its intended function for more than twelve (12) consecutive months. 2. Decommissioning of Solar Facility The Owner shall arrange for and be responsible for the decommissioning of the Project, including the following: Equipment Dismantling and Removal Many of the Project's components are largely composed of recyclable materials, including glass semiconductor material, steel, and wiring. When the project reaches the end of its operational life, reusable and recyclable parts will be dismantled, removed from the site, and transported to reuse or recycling facilities. All waste resulting from the decommissioning of the facility will be transported by a certified and licensed contractor and taken to a landfill facility. Above-ground Structure Decommissioning Solar Panel Arrays and Project Substation: ■ De-energize and disconnect the Project from the utility power grid; ■ Disconnect all above ground wirings, cables, fuses and electrical and protection components and reuse or recycle off-site by an approved facility; ■ Remove concrete foundations of inverter and transformer pads ■ Remove PV modules and metallic structures and ship to reuse or recycling facilities for aftermarket use or recycling and material reuse; 3 TORCH ■ Remove all waste; ■ Remove the perimeter fence and recycle off-site by an approved metal recycler. ■ Remove inverters, transformers, meters, fans, lighting fixture and other electrical components and recycle off-site by an approved recycler; Access Roads: ■ Consult with landowner (if applicable) to determine if any access roads should be left in place for their continued use. ■ If access road is deemed Unnecessary, remove access road, and restore access road location as practicable to its previous condition with native soils and seeding. Below-ground Structure Decommissioning ■ Disconnect all underground cables and transmission lines and remove and recycle off-site by an approved recycling facility; ■ Remove all PV panel racking below and above ground, including the steel pile foundations This Plan is based on current best industry practices and procedures. These practices may be subject to revision based on the development of new and improved decommissioning practices in the future. Site Restoration The Owner will develop a comprehensive restoration plan designed to restore the site so it can be returned to its previous use. Restoration will include the following: ■ Redistribution of topsoil, if necessary, to provide similar ground cover as was present prior to the site disturbance. ■ De-compacting of access roads and other areas where soils have been compacted. Where Project infrastructure has been removed, disturbed areas will be seeded with a quick growing native species to prevent topsoil erosion. Erosion and control measures will be installed at ditches and will be left in place until ground cover is fully established. Watercourses Within the project location there are no water bodies (i.e., permanent watercourses, intermittent watercourses, seepage areas or lakes). As no water bodies are present and the renewable energy facility does not release emissions which could pollute the air and water bodies, no impact to aquatic environment is expected. As a result, no restoration of water bodies, either during construction or decommissioning is planned. 4 TORCH Agricultural Lands Once all Project facilities are removed, agricultural and silvicultural lands compacted during project operation (such as access roads)will be de-compacted via tilling, plowing or subsoiling and affected areas will be seeded with native grass species. Similar to the construction phase, soil erosion and sedimentation control measures will be re implemented during the decommissioning period and until the site is stabilized in order to mitigate erosion and silt/sediment runoff. Access roads will be left at landowner's requests or graded to restore terrain profiles (to the extent practicable) and vegetated. If removed, filter fabric will be bundled and disposed of in accordance with all applicable regulations. As necessary, these areas will be backfilled and restored to meet existing grade. This material may come from existing long-term berm or stockpile. Managing Excess Materials and Waste During the decommissioning phase, waste materials will be removed in accordance with applicable local regulations. It is the goal of the Owner to reuse and recycle materials to the extent practicable and to work with local subcontractors and waste firms to segregate material to be recycled. As an example, it is anticipated that nearly 100% of the above grade metal is salvageable based on current industry practices and trends. Many components of the Project are reusable or recyclable and have salvage value. The Owner will manage decommissioning to minimize, to the extent practicable, the volume of project components and materials discarded as waste. Table 1 below outlines the anticipated disposition methods of the different project components. Table 1 Anticipated Project Decommissioning Disposition Methods Concrete Foundations Crush and recycle Solar Panels Reuse or recycle Metal racks and mounts Salva afrec cle Steel piles and rack foundations Salvage/recycle Wiring and cabling Recycle/salvage Inverters, transformers, and breakers Salva elrec clelreuse Granular material Reuse/dispose Fence steel Salva elrec cle Project Substation Controls Dis osefreuse 5 TORCH Major pieces of equipment such as transformers and breakers are recyclable and reusable and will have significant market value. The solar panels are expected to retain over 80% of their generation capability after 30 years of operation and the potential for re-use is high. Existing solar panel manufacturers have programs to buy and salvage panels. These programs extract the raw materials in the panels to make new panels at a significant discount from new material costs. Recycled materials include the semiconductor and glass. Other components such as electrical cable have a high salvage-market value due to their copper and aluminum content. The same is true for the steel and aluminum racks and foundations that support the solar panels. 3. Provision of Decommissioning Cost Estimate Prior to site plan approval for installation of the Project, the Owner shall provide a Decommissioning Cost Estimate, as determined by a Virginia Licensed Engineer. The Decommissioning Cost Estimate shall be the gross estimated cost of performing the Decommissioning and associated administrative costs, minus 90% of the estimated resale and salvage value of Project equipment. The Estimate will be updated every fifth (5th) year throughout the life of the project. 4. Provision of Financial Security Pursuant to Article 6 of Chapter 22 of the Code of Virginia and County regulation, the Owner shall provide financial security in the form of"certified funds, cash escrow, bond, letter of credit, or parent guarantee" (§ 15.2-2241.2) for removal of the Facility, amounting to the Decommissioning Cost Estimate as determined. Financial security shall be provided prior to the commencement of Commercial Operations. If the Facility is owned by a public utility company or an independent power producer with an investment grade credit rating with Moody's of Standard and Poor's, no financial security shall be required. 6 BARTONSVILLE ENERGY FACILITY II, LLC ° " Ta =Asp PHASE Il EXPANSION AREA CONCEPT PLAN ) BACK CREEK MAGISTERIAL DISTRICT FREDERICK COUNTY,VIRGINIA ai f kZw `T I� . z JCL s .I-- }=}.a U PH-9 YmEPH45ESvanaEl csnxEn xE ryEBAPPRWPL "J'z I THRGYKiHCNPtlpSdo oN SEVIonaEN Zs,ZOZo.THE C)d u � y PH49ERPRGJEGTEXPANSION AREA PRGP0.5N, d CS ai n� � wauoEs®sbTaeRES GFuaeo fax:AGREs Wds�'�. ----- —--- -J' ..+ .f'_.._—� LMSTIAiBR°J.ANO PLACES PaNELS GN mesrArLes PROPESiII'{PINk14A-141 NFYaV WAS PAEVpusLY u�i�'-W�S r� r ,� v�mN°cw°eAs�pINTERcoNNEcnaa PaacE�°NLv � �d 3 wayz�� y P LO z W g Ja z u� z_ a W DEVELOPER m= BARTONSVILLE ENERGY FACILITY PHASE I CUP A65.30 OWNERS -- T00—GLFNi ENERGY I1cuAxisg4ARESURE saes C1NRLOTf6vtLLE,va xpo9 APR SAnI STGAAGE',ILG-1I/MERCEDES GWRT LAUIS G.LAPBAVGII,ETALS- 5`+AGE LANE Cs�37 sB WNn�SlFT1,vA 27983 SIEPHENS qTT.VA ANWY169S STEVEN G.BRIM,ETa -2.W..EEN STREET R6i p-G WCLxipGRAT[M-ISIS VALLEY AVENUE STitASBIAiG.VA2265] VANCNESTER,VA:2991 ELFA BWM-av2532NOAVEsw GHARLESW.STAIL$-PA.BM998 sEArnE,wA 991ss iEPHens cRY.:ausss BARTOHSVILLE ENERGY FACILRY PHASE II EXPANSION AREA OWNERS JVilfIX 6.GATER•102 F[REBT VPtLEY RGAG ROBERT R.STAPLES-1209 TUNBRIBGE BRIVE NSNCHFSTER.VRZEsu2 RIGH.SGN°.VA23239 GHARSELULLIAAI STAPLES-Pa.BGO(99S µ,INCF$SIERNAREFloU91NG,lta:-P,©-Rox 23sa Yew, WESTOANS FAAenNwRNEi tLC-229WWJfsw uRIaReRputrvAnotis LNG-129 PA[iE 4T SIEPHENS UIT'VA]26:-.° WNGHFSTER.VA 2180a VAIYCHESiER,VA3]90Y P�N�,EPG�i.NA22E� VICINITY MAP SGAIE:r•xwo• LIST OF .•" • '• INSPECTION, BARTONSVILLE ENERGY FACILITY PHASE II PROJECT EXPANSION AREA aumxsnt[anfnrrfWlmP6o��'r..pau p�JEp ' �` a>xa>�wmx6E.xpxw�p�«a�axaa,c�x,w. // �� 1 4, B.E.F.PHASE II LEGEND PHASE II S�EJEGFE%PANSION PR9PERTE3 `�� y f� ��---��--- v U PHASE II SOLAR AMIAY FROJEGp AREA _ r/ � 1� murzumnro[a¢vw�Exruuxsxulcovw+te�o m uxo Lw��ow � � �®� } �� / ` tt9crucFnwnuxmvrncrmaowacrxauWLLaElxarulEOAxuio `'�� i E ~ a pWxeie.orso✓a�maopxtx[cua ly / l mti5imc'1 5Ep mPams E paiptwwSExlxwuceu xrreAcrtvza�vu'��are�rn�w[oauaN[a✓a � \1 e xv�ssro asm ewae n mear�suc>Eoo \ '— u+reF.xrr w rex»teMreromF fZ vae��.cr, . cr ro uri r r, T�£a> pEB+zrfk n.xr�xw eE a lest s aaen cvsmorecernox / ..., J a€6Emo,muuE�s icE•x,rmveviee�3 uwu R1111 L--Ell-e Lvecf rnevawen / fl 00. 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L�1 ' APPROVED CONCEPT PLAN Mp A GHLINE SHEET MTCWIINE SHEET 3 CUP#06-20 9123/2020 rann3 " Q 3yMI ^�1S"..._++-"fes f+=�� .�.•� w rya .�.�ru..�a.,ni-. � fANYSfJVE /JO WC X45 �2 �r_ 1 - _ Pf�SFINAiIfRlp�yp 1 H~ N LO CI�RRYN E I Y JIL 25� �F¢ . 1HSTIXtlGALPROPEItTV)�_ (,f san<a�utcem . urpms'�wFA.we>�.nw{ce�r aw+�nccemnarsmcx..a '�-, sugs7Anax �r f�,4f�'� xxittv FlELiAiGh'vRa T[EeM[laxs�uF-xrAmrexwrt - ssmIC+ANG 5 oz q g . no rS{ a J s LEGEND 'oroWoB PxoP.mwEcnas a Z u� ux.•-• P vE<rraxen uxE 'F O— �..,.-.._,�.�.,� FfIFSiGONNECnCfFPPRCELS ys" ski H LIJ PARCELSOnr W�..�e oowEe� cR4vosenaccEss ROAfS � " � ..�rj, �a- -*— �F ��//)//4///��I PxoeusF Ss EMIR4NGE �+ �.�..romw. _ naR AaxnY�f1UPAF.N3' „� . eAwseAPEE.�s n5r „ ,. a ,,, uaunusEr wPENS !AxnScaP�BVFFERMFl1 Q '�/ i - `�� pxoeos®wc[sa xvao xTPlCxa�ox - °x Xm� p� ioo rrt PiooaawN it `v:(.�� A...LE �6 � c un REQUEST FOR CONDMONAL USE PERMIT COMMENTS Virginia Department of Transportation Man 12: and deliver to: Virginia Department of Transportation Virginia Departrneot of Transportation Attn:Resident Engineer Attn:Resident Engineer 14431 Old Valley Pike 2275 Northwestern Pike Edinburg,Virgiinia 7.2824 Winchester,Virginia 22603 The local office of the Transportation Department is located at 2275 Northwestern Pike in Winchester if you prefer to hand deliver this form. Applicant. It is your responsibility to complete this form as accurately as possible in order to assist the agency with their review. Also,please attach two(2}copies of your application form,l�ion.map and all:oifi�pe tft*M ation. - Applicaufs Name. Greenway EVOwerim,Im Telephone: (50)6824185 Mailing Address: 151 VVWY HE tans Winchester-.KA 22602 Name of development and/or description of the request: Bartonsvills EnwW FacTity II,LLC Uhfity-Scale Solas Phcbvallaic Fecift Expansion Ansa Pro act Location of Property: South side of Madboro Road(Route 631Y.East and West side of Strode Mcleod Lane; North side of Easily Drive;West of CSX RaH Co"Rior Virginia Department of Transportation Comments: Thea !:cation for a Conditional Use Permit for these properties appear to have Iittle measurable impact on Route 631,(Marlboro Road)the VDOT facility providing access to the _7 pro er 'es. The location,strode McLeod Lane,has-been identified for a low volume commercial entrance,on Route 631. The existing entrance appears to meet VDOT standards for the determine if additional improvernents may be required. VDOT Signatum&Date: t= a d Notice to VDOT-Please Return Form to Applicant 10 REQUEST FOR CONDITIONAL USE PERMIT COMMENTS Frederick County Fire Marshal Mail to: Hand deliver to: Frederick County Fire Marshal Frederick County Fire&Rescue Dept. 1080 Coverstone Drive Attn:Fire.Marshal Winchester,Virginia 22602 Public Safety Building (540)665-6350 1080 Coveistone Drive Winchester,Virginia Applicant: It is your responsibility to complete this form as accurately as possible in order to assist the agency with their review. Also,please attach two (2)copies of your application form, location map and I all other pertinent information. Applicant's Name: Greenway Engineering,Inc Telephone: (540)662-4185 Mailing Address: 151 Windy Hill Lane Winchester,VA 22602 Name of development and/or description of the request: Ekulonsviite Energy FaWity li,LLC Utility-Scale Solar Photovoltaic Facikty Expansion Area Project Location of Property: South side of Marlboro Road(Route 631),East and West side of Strode McLeod Lane; r North side of Family Drive;West of CSX Rag Corridor FIre Marshal's Comments: - -- i _ Fire Marshal's Signature&Date: _ ' imp Notice to Fire Marshal Please Return This Farm to the Applicant 1�..ECEI tt AUG 2 6 2021 Frederick County Fire and Rescue Department Once of the Fire Marshal 1080 Coverstone Drive Winchester,VA 22602 • Phone:640-665-6350 Fax:540-678-4739 fmo@fcva_us Pian Review Condiftonal Use Status: Approved ausiness Name Bartonsville Energy Facility Bartonsviile Energy Facility Marlboro Rd/Strode Mcleod Ln Stephens City,Wrginia 22655 Engineering Firm: Printed Date:09/07/2021 Greenway Engineering General Information Received Date: 0812612021 Occupancy Type, Review Begin Date: 09/07/2021 Property Use: Review End Date, 09107/2021 Activity Number. 1091035 Hours: 1.5000 Review Cause: New Construction Activity Details Project Name Solar Photovoltaic Facility-Expansion Phase II Comments:. Fre Depenment Access shaft be maintained where applicable. Awim Adam Hounshell Lieutenant/Assistant Fire Marshal Page 1 of 1 REQUEST FOR CONDPI'IONAI,USE PERMIT COMMENTS Frederick County Inspections Department Mail tote: Had deliver to: Frederick County Inspections Department Frederick County htspectio ED 107 North Kent Street,2"d Floor Attn: Building Official Winchester,Virginia 22601 107 North Kent Street,f"F1001A U G 2 6 Z 0 21 (540)555-5650 Winchester,Virginia Frederick county P rwrc-tlNcfrtcs'8'trrspenom Applicant: It is your responsibility to complete this form as accurately as possible in order to assist the agency with their review. Also,please attach two (2)copies of your application form,location map and all otherpmtinent ipfomation. Applicant's Name: Greenway Engineering,Inc — - Telephone: (540)662h1as Mailing Address: 151 Windy HH!Lane Winchester,VA 22602 Name of development and/or description of the request: BartonsAlle Energy FacWty 11,LLC U61ity-Scete Solar Photovoltaic Facility Expansion Area Project Location of Property: South side of Marlboro Road(Route 631);East and West side of Strode Mcleod lane; North side of Family Drfve;West of CSX Rai Corridor Building Official"s Comments: r° Building Official's Signature&Date: � �E o Notice to Inspections Department-Please Return This Form to the Applicant 12 Conditional Use Permit for installation of solar arrays shall be designed per the 2018 Virginia Building Code,U-Utility Use Croup. Solar panel installation not associated with publicly regulated utilities require pennits. Plans submitted for permits may require the design to be sealed by a Registered Design Professional licensed in the State of Virginia. Arrays shall be designed for the applicable loads as required in Chap 16 VBC. Please note the requirements in Chapter 17 of Virginia Building{Code for special inspection requirements on the type of structure.(Soils,concrete etc..). SASite Plan comments\2018\CUP Solar A rrays.€lac REQUEST FOR CONDITIONAL USE PERYHT COM MNTS Town of Stephens City mail to:, Hand defttr.to: Town of Stephens City Town of Stephens City P.Q. Box 250 Attn: Town Manager Stephens City, Virginia 22655 1033 Locust Street (540) 869-3087 Stephens City, Virginia Applicant: It is your responsibility to complete this form as accurately as possible in order to assist the agency with their review.Also,please attach two(2)copies of your application form,location map and all other pertinent information. Applicant's Name: rreenwavEagiiRrina. Inc. Telephone: (54mg-41135 Mailing Address: 151 Windy HiflLane Winchester,VA'22 O2 Name of development and/or description of the request: Bartonsville-gMrM Facility II,LLC Utility-Scale Photovoltaic Facility Expansion Area Project Location of Property: South side of Marlboro Road(Route 631): East and West side of Strode McLeod Lane;North side of Family Drive;West of CSX Rait Corridor Town of Stephens City Comments: -.'TKeibwN ov� WNM ctrl_ 1_4AS No ofeg-.LnoN -M 2E atzm5a totjglTtouAL� VS6 QPM f(' A5 1141S lx M BE WV -w Annv� W? LOCtM-0 oN coljrtUvouS 1KOV(Mes Town of Stephens City Signature & Rate: Notice to Town of Stephens City— lease rn is Form to the Applicant 12 COUNTY of FREDERICK Department of Planning and Development 540/665-5651 Fax: 540/665-6395 September 23, 2021 Evan Wyatt Greenway Engineering 151 Windy Hill Ln Winchester,Virginia 22602 RE: Request for Historic Resources Advisory Board (HRAB) Comments Conditional Use Permit—Bartonsville Energy Facility Phase 2 Zoning: RA(Rural Areas)District Magisterial District: Back Creek Dear Mr. Wyatt: The Frederick County Historic Resources Advisory Board (HRAB) considered the above referenced Conditional Use Permit application during their meeting on September 2I,2021. The HRAB reviewed information from the Virginia Department of Historic Resources (VDHR) and information provided by the Applicant. This application seeks to expand the site area of a previously approved conditional use permit. The Phase 2 site area consists of 636 acres; the total combined site area for Phase I and Phase 2 is 1,600 acres. The Project will consist of rows of ground-mounted photovoltaic modules,commonly known as solar panels. The site is located north and south of Marlboro Road and west of the Town of Stephens City;Phase I is north of Marlboro Read and Phase 2 is south of Marlboro Road Historic Resources AdviMa Board Comments: The Virginia Department of Historic Resources identifies the following on or near the Phase 2 area: * #034-1078 Cherry Dale(Mary Stephens House)—located within the Phase 1 area ■ Eligible for listing in the.National Register of Historic Places(NRNP) * #034-1401 —Kent Barley Orchard House—Located on site * #034-300-Family Drive—Eligible * #034-0083 -Carter Hall—Eligible * #034-141 —Waveland * #034-84—Pleasant Green—Potentially Eligible * #034-1004—Grand View * #03469—LaGrange—Potentially Eligible During the HRAB's review of the application, concern was expressed regarding the significant size of this project and its location in a historic and scenic area of the County. 107 North Kent Street, Suite 202 9 Winchester, Virginia 22601-5000 Historic Resources Advisory Board CUP Comments—Bartonsville Energy Facility Phase 2 September 23,2021 Page 2 While this use may facilitate the preservation of agricultural and rural land for future use,the HRAB noted concern about solar facilities previously approved and future requests and their potential to detract from the historic and rural character of the County. Following the HRAB's review of this application, they ultimately recommended approval of the CUP with the following recommendations: • Recommendation: An enhanced buffer along Grand View (#034-10014} should be provided. • Recommendation A Phase 1 Archeological Survey will be completed as part of the permitting of this project. This survey should document the collection of historic structures on and around this development and determine if this area would qualify as a rural historic district. Thank you for the chance to comment on this application. Please call if you have any questions or concerns. Sincerely, Candice E. Perkins,AICD,CZA, Assistant Director CEP/pd cc: Chris Oldman, HRBA Chairman Tyler Klein Special Limited Power of Attorney County of Frederick,Virginia Frederick Planning Website; %ww.fcva.us Department of Planning&Development,County of Frederick,,Virginia 107 North Kent Street,Winchester,Virginia 22601 Phone (540)665-5651 Facsimile (540)665-6395 Know Ali Men By These presents That: Barbara S.Lintscurn Namc of Pmperty Owncr/Applicant Prean nate: If the property 0"crfamficaw is=etrtity,'be name of the entity should appear ubnm if multiple paw=awn the pmperty orare applicants,an executer}power ofaitomcy from each owner will he nccdaL 2745 Thomas Jefferson parkway,Palmyra.VA 22963 434-981-9= Mailing Address of Property Owner/Applicant Telephone Number as owner of,or applicant with respect to,the tracts)or parcel(s)of land in Frederick County, Virginia,Identified by following property identification numbers; 73,4-104,74-A-18,74�P iaA,74-A-188,85-A-1 do hereby make,constitute,and appoint: Batlonsville Energy Fadlity,LLC and BarWmvft Energy Fadfy It,LLC(repmswded by Sam Gulland) Name of Atlorncy-In-Fast 238 Court Square,Suite 8133 Chadottawille.VA 72902 703,999.42M Mailing Address ofAttorney-inFact Telephone Number to act as my true and lawful atternerin-fact for and in my name,place,and stead,with the same fill power and authority 1 would have if acting personally,to file and act on my behalf with respect to app on with Frederick County,Virginia for the followin ,for the above identified property: Rezoning Subdivision Conditional Use Permit Site Plan Master Development Plan(prelim.or final) Variance or Zoning Appeal and,further,my attorney-lo-fact shall have the authority to offer proffered conditions and to matte amendments to previously approved proffered conditions except as follows: None. This appointment shall expire one year from the day that it is signed,or at such sooner time as 1 otherwiseres Signature WWWW Title(if signing on behalf of an entity) State of I County/City of To wit., 1, l�n'i°�' SCi 1` 1"t ,a Notary Public in and for the jurisdiction aforesaid,certify that the person who signed the foregoing instrument personally appealed before me and has acknowledged the same before me in the jurisdiction aforesaid this day of Aufk1, 202-1 UM"W�� My Commission Expires- 0 3 a/ -,0Notary Public Registration Number. MELISSA D. CONVIOR NOTARY PUBLI REGISTRATION A 7113836 COMMONWEALYN OF VIRGINIA My COMUISSION AXP IR r MARCH 31 2025 c Special Limited Power of Attorney County of Frederick,Virginia Frederick Planning Website: wwwAva.us Department of Planning&Development,County of Frederick,Virgh& 107 North Kent Street,Winchester,Virginia 22601 Phone (540)665-5651 Facsimile (W)665-6395 Know All Men By These Presents That: Barbara S.Untawrrt Name ofProperty OwnerlAppticant Pk=aofc If&e propety ov mvdf applicaw is an entity,the name orthe catiry slw tU appear above If multiple perwm oven the pwpedy or arc spplicwiK on rx=Wd pow=urattamey from each ownsrvnii be nmbcd 2745 Tho nus left son Padway,Palmyra,VA 22963 434-48t-9029 Mailing Address of Property OwncrtApplicant Telephone Number as owner of,or applicant with respect to,the tract(s)or parcels)of land in Frederick County, Virginia,identified by following property identification numbers: 73,A 104,7"-18,74-A-1 8k 7+A-i 69,B5-A t do hereby make,constitute,and appoint': Greenway Er4raerlrtg,Inc. Nam of Attomcy%-Fw t5t Windy Hlp Lane,Vftchester,VA 2202 649-662-4185 Mailing Address ofhttorncy-ht-Pant Tcltphone Number to act as my true and lawful attorney-lbs-fact for and in my name,place,and stead,with the same fall power and authority 1 would have if acting personally,to fine and act on my behalf with respect to app oa with Frederick County,Virginia for the followira ,for the above identified property: Rezoning Subdivision ✓ Conditional Use Permit t✓ Site Plan Master Development flan(prelim.or final) Variance or Zoning Appeal and,further,my attorney-IR-fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows. None. This appointment shall expire one year from the day that it is signed,or at such sooner time as 1 otherwiserescind r modify it. Signature Title(if si�glning on behalf of an entity) State of Y 1 County/City of d To reit: I, NA C J1JV'r a Notary Public in and for the jurisdiction aforesaid,certify that the person who signed the foregoing instrument perso�lly appe before me and bas acknowledged the same before rete in a'ttn iction aforesaid this ,�day of 200 My Commission Expires: U3 Z I )7.5 Notaryblit MELISSA Number. t l$&A 17. Ct]FiNER NOTARY PUBLIC sop REGISTRAMON 0 M3835 GOMMOMWEAt.1`fl Or-VIRGINIA CH 2026 a� Special Limited Power of Attorney County of Frederick,Virginia Frederick Planning Website: www,fcva.us Department of Planning&Development,County of Frederick,,Virginia 107 North Kent Street,Winchester,Virginia 22641 Phone (540)66 5-5651 Facsimile (540)665-6395 Know All Men By These Presents That: William staples Narne of Property Owner'Applicunt Please note If the property ow-nerropplicant fu an entity.the mune of the entity should appear above If multiple persons own the property orare applicants,on executed power orattorncy from each owner Kull be needed. P_O.Box 986 Stephens City,VR 22658 540-869-SI60 Mailing Address of Property Owner!Applieant Telephone Number as owner of,or applicant with respect to,the tract(S)or pareel(s)of land in Frederick County, Virginia,identified by following property identification numbers: 74-A-20,74-R-19 do hereby make,constitute,and appoint: Bartonsville Energy Facility,LLC and Bartonsvale EneW Facility ll,LLC(represented by Sam Gulland) Name of Attorney-In-Fact 230 Court Square Suite 8102,Charlatiesyilla.VR 22902 703-999-4280 Mailing Address of Attomey-lit-Fact Telephone Number to act as my true and lawful attorney-in-fact for and In my name,place,and stead,with the some full power and authority I would have if acting personally,to file and act on my behalf with respect to application with Frederick County,Virginia for the followin ,for the above identifier) property: Rezoning { Subdivision ✓ Conditional Use Permit ,� Site Plan Master Development Plan(prelim,or final) Variance or Zoning Appeal and,further,my attorney-in-fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: None. This appointment shall expire one year from the day that it is signed,or at such sooner time as I otherwise rescind or modify it. Signature Title{if signing behalf of an entity} State of L CountyiCity of To wit: W1, Ld Notary Public in and for the jurisdiction aforesaid,certify that the person 5ho-signed the foregoing instrument personally app red before me and has acknowledged the same are in oresaid this o day 20 2 f My Commission Expires'::1", 1 "at a o a u lc Registration Number: VICKIE LYNN POULIN NOTARY PUBLIC Commonwealth of Virginia eg strat n o.711711415 My Commission Expires duly 31, 2024 Special Limited Power of Attorney County of Frederick, Virginia Frederick Planning Website: wwwAva.us Department of Planning& Development,County of Frederick,Virginia 107 North Kent Street, Winchester,Virginia 22601 Phone (540)665-5651 Facsimile (540)665-6395 Know All Men By These Presents That: William Staples Name orPraperty Owner/Applicant Plense note If ft property ownerlapphcant is an entity,the name of the entity should appear abme If multiple persons own the property or are applicants,an c=uffed power of attorney from each miner will be receded. R0.Box 996 Stephens City,VA 22655 54"69-5160 Mailing Address of Property liner/Applicant Telephone Number as owner of,or applicant with respect to,the tract(s)or parcels)of land in Frederick County, Virginia,identified by following property identification numbers: 74-A-20,74-A-19 do hereby make,constitute,and appoint: Greenway Engineering,Inc. Name of Attorney-In-Fact 154 Windy Hill Lane,Winchester,VA22602 540462-418r, Mailing Address of Attorney-In-Fact Telephone Number to act as my true and lawful attorney-in-fact for and in my name,place,and stead,with the same full power and authority I would have if acting personally,to file and act on my behalf with respect to application with Frederick County,Virginia for the following,for the above identified property: Rezoning Q Subdivision Conditional Use Permit 0 Site Plan Master Development Plan (prelim.or final) Cj Variance or Zoning Appeal and,further,my attorney-in-fact shall have the authority to offer proffered conditions and to make amendments to previously approved proffered conditions except as follows: None. This appointment shall expire one year from the day that it is signed,or at such sooner time as I otherwise rescind or modlfy it. Signature Title(if signin r .. State of J GountylCity ofJ To wit: I, C.�r ✓ a Notary Public in and for the jurisdiction aforesaid,certify that th person who si ned the foregoin instrument personally abefore me and has acknowledged the same o me i the jtir* tetion afor aid this day oed zU My Commission Expires. f Registration Number; VICKIE LYNN POULIN NOTARY PUBLIC Regisirstlon No.7871415 My Commission Expires.luly 31, 2024 SOLAR FACILITY SITING AGREEMENT This Solar Facility Siting Agreement ("Agreement"), dated as of 2021 (the "Effective Date"), is by and between Frederick County, Virizinia, a political subdivision of the Commonwealth of Virginia(the"Coun ')and Bartonsville Energy Facility,LLC and Bartonsville Energy Facility 11, LLC, both Delaware limited liability companies (collectively, "Applicant'). The County and Applicant are herein each a"Party"and collectively,the"Parties". RECITALS WHEREAS,the Applicant intends to develop, install,build, and operate a ground-mounted solar photovoltaic electric generating facility("Pr_ oject")on certain parcels of land identified as Frederick County Tax Map Parcels 74-A-45; 74-A-44A; 74-A-4; 74-A-6C; 74-A-44;74-A-35A;74-A-20; 74-A-3; 74-A-21; 85-A-1;74-A-18B; 74-A-18A; 74-A-19; 74-A-18; 73-A-104; Lots 1-52,Carollton Estates; and Lots 1-12, Springdale Glen(collectively,the"Property ); WHEREAS, Pursuant to Title 15.2, Chapter 22, Article 7.3 of the Code of Virginia titled"Siting of Solar Energy Facilities" Applicant and the County may enter into a siting agreement ("ailing Agreement")for solar facilities; WHEREAS, pursuant to Virginia Code § 15.2-2316.7, the Project is eligible for a Siting Agreement; WHEREAS, after negotiation between the County and the Applicant, the Parties desire to enter into this Agreement to mitigate certain potential impacts of the Project. WHEREAS, pursuant to Virginia Code § 58.1-2636, the County has not adopted an ordinance assessing a revenue share of up to $1,400.00 per megawatt, as measured in alternating current (AC) generation capacity of the nameplate capacity of the Solar Facility("Solar Revenue Share"). WHEREAS,the Applicant has agreed to the payments and financial terms contained herein; WHEREAS,pursuant to the requirement of Virginia Code § 15.2-2316.8 (B),the County has held a public hearing in accordance with subdivision A of Virginia Code § 15,2-2204 for the purpose of considering this Agreement, after which a majority of a quorum of the members of the Frederick County Board of Supervisors approved this agreement; NOW, THEREFORE, pursuant to Title 15.2, Chapter 22, Article 7.3 of the Code of Virginia, intending to be legally bound hereby and in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the County and Applicant do hereby agree as follows: .Article I Proiect Features, Conditions and Mitigation 1. CUP Conditions. The Applicant acknowledges and agrees that it is subject to all the terms and conditions contained in any conditional use permit("CUP")approved by the Board of Supervisors for the Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility rt,LLC Solar Facility Siting Agreement Page 1 of 11 Project. On September 23, 2020, the Board approved CUP 05-20, a copy of which is attached hereto as Schedule B-1 and hereby incorporated herein("CUP I"). CUP 1 applies to those portions of the Property identified on Schedule B-2 attached hereto(the"CUP 1 Property"). On ,2022,the Board approved CUP 11-21, a copy of which is attached hereto as Schedule C-1 and hereby incorporated herein ("CUP 2",and together with CUP 1,the"CUPS")and which applies to the portion of the Property identified on Schedule C-2 attached hereto.' Violation by the Applicant or by any of Applicant's agents,assigns, or successors in interest of any terms and conditions of the CUPs or of any other applicable zoning requirements shall constitute a violation of this Agreement. Article 11 1. Capital Payment. Within thirty(30) after the Commercial Operation Date (as hereinafter defined),the Applicant shall make a one-time payment to the County in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Payment"). The Payment is separate and distinct from the amounts owed pursuant to any machinery and tools taxes on equipment pursuant to Article 2, Chapters 35 of Title 58.1 of the Code of Virginia and applicable County Ordinances,and all real estate taxes owed pursuant to Title 58.1, Subtitle 111, Chapter 32 of the Code of Virginia. As used herein, "Commercial Operation Date" shall mean the date on which the Applicant commences the sale of electric power generated by the Project. 2. Statutory Structure of Payments; Statement of Benefit. The Applicant agrees that by entering into this Agreement, pursuant to Virginia Code § 15.2-2316.6 et seq.,the Payment is authorized by statute and that it acknowledges it is bound by law to make the Payment in accordance with this Agreement. The Parties acknowledge that this Agreement is fair and mutually beneficial to them both. As of the date of this Agreement, the County has not adopted a Solar Revenue Share Ordinance as provided under Virginia Code§58.1-2636,and the Payment under this agreement is not conditioned upon the County adopting such ordinance. Should the County at a later date adopt a Solar Revenue Share Ordinance, the County acknowledges that it shall not apply to this Project unless and until the County and the Applicant should mutually agree to modify this Agreement. Applicant acknowledges that this Agreement is beneficial to Applicant in allowing it to proceed with the installation of the Project with clear project design terms. The parties acknowledge that the funding provided pursuant to this Agreement is beneficial in that it will result in a mutually acceptable payment to the County. 3. Use of Payment by the County. The County plans to apply the Payment to critical infrastructure projects to improve citizen quality of life,including but not limited to expanding educational opportunities, health care (telehealth), and economic development, through significant investments in broadband deployment throughout the County.Notwithstanding the above, the Payment may be used for any of the following purposes: (a)to fund the capital improvement program (CIP)of the County(b)to meet needs of the current fiscal budget of the County,(c)supplement or establish any fund for which the County maintains a balance policy; (d) support broadband funding, all as permitted § 15.2-2316.7. Article 111 General Terms 1. Mutual Covenants. The Applicant covenants to the County that it will pay the County the 'NOTE TO DRAFT:This contemplates execution concurrently or immediately after the approval of CUP 2. Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility H,LLC Solar Facility Siting Agreement Page 2 of 11 amount due hereunder when due in accordance with the terms of this Agreement, and will not seek to invalidate this Agreement,or otherwise take a position adverse to the purpose or validity of this Agreement. So long as Applicant is not in breach of this Agreement during its term, the County covenants to the Applicant that it will not seek to invalidate this Agreement or otherwise take a position adverse to the purpose or validity of this Agreement. 2. No Obligation to Develop.The Applicant has no obligation to develop the Project and this Agreement does not require the making of the Payment until the Project reaches the Commercial Operation Date. Any test energy or other energy produced prior to the Commercial Operation Date shall not trigger payment under this Agreement. It is understood that development of the Project by Applicant is contingent upon a number of factors including, but not limited to, regulatory approvals, availability and cost of equipment and financing,and demand for renewable energy and renewable energy credits. No election by the Applicant to terminate,defer,suspend or modify plans to develop the Project shall be deemed a default of Applicant under this Agreement. 3. Successors and Assigns.This Agreement will be binding upon the successors and assigns of the Applicant. If Applicant sells, transfers, leases or assigns all or substantially all of its interest in the Project or the ownership of the Applicant,this Agreement will automatically be assumed by and be binding on the purchaser,transferee or assignee.Upon such assumption,the sale,transfer,lease or assignment shall relieve the Applicant of all obligations and liabilities under this Agreement accruing from and after the date of sale or transfer, and the purchaser or transferee shall automatically become responsible under this Agreement. The Applicant shall execute such documentation as reasonably requested by the County to memorialize the assignment and assumption by the purchaser or transferee. 4. Notices.Except as otherwise provided herein,all notices required to be given or authorized to be given pursuant to this Agreement shall be in writing and shall be delivered or sent by(i)registered or certified mail, postage prepaid, by recognized overnight courier, or by commercial messenger or (ii) via electronic mail to: County: Frederick County,Virginia 107 North Kent Street Winchester,Virginia 22601 Attn: Wyatt Pearson,Planning Director Email: wpearson@fcva.us With a copy to: Roderick B.Williams County Attorney Third Floor, 107 North Kent Street Winchester,Virginia 22601 Email: rwillia@fcva.us Applicant: Bartonsville Energy Facility,LLC and Bartonsville Energy Facility 11,LLC c/o Travis Haggard 230 Court Square, Suite B 102 Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility II,LLC Solar Facility Siting Agreement Page 3 of 11 Charlottesville,Virginia 22902 Email: thaggard@torchcleanenergy.com The County and Applicant, by notice given hereunder, may designate any further or different persons or addresses to which subsequent notices shall be sent. 5. Governing Law; Jurisdiction; Venue. This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to any of its principles of conflicts of laws or other laws which would result in the application of the laws of another jurisdiction. The parties hereto (a) agree that any suit, action or other legal proceeding, as between the parties hereto,arising out of or relating to this agreement shall be brought and tried only in the circuit court of Frederick County, Virginia, (b) consent to the jurisdiction of such court in any such suit, action or proceeding, and(c)waive any objection which any of them may have to the laying of venue in such court and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum. The parties hereto agree that a final judgment in any such suit, action, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 6. Severability; Invalidity Clause. Any provision of this Agreement that conflicts with applicable law or is held to be void or unenforceable shall be ineffective to the extent of such conflict, voidness or a znenforecability without invalidating the remaining provisions hereof, which remaining provisions shall be enforceable to the fullest extent permitted under applicable law. If, for any reason, including a change in applicable law, it is ever determined by any court or governmental authority of competent jurisdiction that this Agreement is invalid then the parties shall,subject to any necessary County meeting vote or procedures,undertake reasonable efforts to amend and or reauthorize this Agreement so as to render the invalid provisions herein lawful,valid and enforceable.If the Parties are unable to do so,this Agreement shall terminate as of the date of such determination of invalidity,and the Property and Project will thereafter be assessed and taxed as though this Agreement did not exist. The Parties will cooperate with each other and use reasonable efforts to defend against and contest any challenge to this Agreement by a third party. 7. Entire Agreement. This Agreement and any schedules or exhibits constitute the entire agreement and supersedes all other prior agreements and understandings, both written and oral,between the parties hereto with respect to the subject matter hereof. No provision of this Agreement can be modified, altered or amended except in a writing signed by all parties hereto. 8. Construction. This Agreement was drafted with input by the County and the Applicant, and no presumption shall exist against any Party. This Agreement is a Siting Agreement. 9. Force Majeure. A. "Force Majeure Event"means the occurrence of: (i) an act of war (whether declared or not), hostilities, invasion, act of foreign enemies, terrorism or civil disorder; (ii) a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance(whether lawful or not),in each case affecting on a general basis of the industry Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility H,LLC Solar Facility Siting Agreement Page 4of11 related to the construction,operation,or maintenance of the solar facility,as for example but not in limitation, the interruption in the supply of replacement solar panels,and which is not attributable to any unreasonable action or inaction on the part of Applicant or any of its subcontractors or suppliers and the settlement of which is beyond the reasonable control of all such persons; (iii)specific incidents of exceptional adverse weather conditions in excess of those required to be designed for that are materially worse than those encountered in Frederick County during the twenty(20)years prior to the Effective Date; (iv) tempest, hurricane, tropical storin, earthquake, flood, tornado, or any other natural disaster of overwhelming proportions; disruption of operations resulting from any aircraft or vehicle crashing into the solar facility to the extent that all or a substantial portion thereof is unable to generate electricity sufficient to meet Applicant's payment obligations hereunder; (v) discontinuation of electricity supply, or unanticipated termination of a power purchase agreement; (vi) other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts, including quarantines ordered by competent governmental authority in the event of a public health emergency, which in each case directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement. B.Neither Party will be in breach of its obligations under this Agreement or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by the other (otherwise than under any express indemnity in this Agreement) if and to the extent it is prevented from carrying out those obligations by, or such Iosses or damages are caused by, a Force Majeure Event except to the extent that the relevant breach of its obligations would have occurred, or the relevant losses or damages would have arisen,even if the Force Majeure Event had not occurred. C. As soon as reasonably practicable following the date of commencement of a Force Majeure Event, and within a reasonable time following the date of termination of a Force Majeure Event, any Party invoking it will submit to the other Party reasonable proof of the nature of the Force Majeure Event and of its effect upon the performance of the Party's obligations under this Agreement. D. The Parties will consult together in relation to the above matters following the occurrence of a Force Majeure Event. E. Should paragraph(A) apply as a result of a single Force Majeure Event for a continuous period of more than 180 days then the Parties must endeavor to agree any modifications to this Agreement (including without limitation, determination of new revenue sharing payments) that are equitable having regard to the nature of the ability of Applicant to continue to meet its financial obligations to the County. F.For the avoidance of doubt,Force Majeure shall not include(a)financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or(c) Applicant's financial inability to perform its obligations hereunder. Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility 11,LLC Solar Facility Siting Agreement Page 5of11 10. Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and no other person shall have any right, benefit, priority or interest in,under or because of the existence of,this Agreement. 11. Counterparts; Electronic Signatures. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e- mail/PDF or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [signature page follows] Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility II,LLC Solar Facility Siting Agreement Page 6of11 IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed by the officers whose naives appear below as of the Effective Date. BARTONSVILLE ENERGY FACILITY,LLC By: Name: Title: BARTONSVILLE ENERGY FACILITY II,LLC By: Name: Title: FREDERICK COUNTY,VIRGINIA By: Name: Title: Chairman,Board of Supervisors Approved as to form: By: County Attorney Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility 11,LLC Solar Facility Siting Agreement Page 7 of 11 SCHEDULE B-I CONDITIONAL USE PERMIT 05-20 Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility II,LLC Solar Facility Siting Agreement Page 8 of 11 SCHEDULE B-2 CUP 1 PROPERTY Frederick County—Bartonsviile Energy Facility and Bartonsvil le Energy Facility 11,LLC Solar Facility Siting Agreement Page 9 of 11 SCHEDULE C-1 CUP 11-21 Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility 11,UC Solar Facility Siting Agreement Page 10 of 11 SCHEDULE C-2 CUP 2 PROPERTY Frederick County—Bartonsville Energy Facility and Bartonsville Energy Facility II,LLC Solar Facility Siting Agreement Page 11 of 11