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010-21 (RezoningOneLogisticsPark) otic got, ORDINANCE °N ° Action: PLANNING COMMISSION: March 17, 2021 Public Hearing Held,Tabled 90 Days PLANNING COMMISSION: June 21, 2021 Recommended Approval BOARD OF SUPERVISORS: July 14,2021 Approved ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING#01-21 ONE LOGISTICS PARK WHEREAS, REZONING#01-21 One Logistics Park,was submitted by Gordon,to rezone 277.16+/- acres from the R4(Residential Planned Community)District to the B2(General Business)and M1 (Light Industrial) Districts with proffers. The properties are located approximately one anile east of I-81 on the south side of Millwood Pike(Route 50),east of Prince Frederick Drive(Route 781)and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive in the Shawnee Magisterial District and are identified by Property Identification Numbers 64-A-83 64-A-83A,64-A-84, 64-A-85,64-A-86 and 64-A 87; and WHEREAS,the Frederick County Planning Commission held a public hearing on this Rezoning on March 17, 2021 and tabled the rezoning for ninety(90) days; and WHEREAS, the Frederick County Planning Commission held a public meeting on this rezoning on June 21, 2021, and recommended approval; and WHEREAS,the Frederick County Board of Supervisors held a public hearing on this Rezoning during their regular meeting on July 14, 2021; and WHEREAS, the Frederick County Board of Supervisors finds the approval of this Rezoning, with further revied proffers, to be in the best interest of the public health. safety. welfare. and in confonmance with the Comprehensive Plan. NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors, that Chapter 165 of the Frederick County Code,Zoning,is amended to rezone 277.16+/-acres from the R4 (Residential Planned Community) District to the B2 (General Business) and M1 (Light Industrial) Districts,all as shown on the proffer statement bearing signature dated September 3,2020,revised July 14,2021. The conditions voluntarily proffered in writing by the Applicant and the Property Owner are attached. This ordinance shall be in effect on the date of adoption. Passed this 141` day of July 2021 by the following recorded vote: Charles S. DeHaven, Jr., Chairman Aye Shawn L. Graber Aye J. Douglas McCarthy Aye Robert W. Wells Aye Res.#010-21 David D. Stegmaier No Judith McCann-Slaughter Aye Blaine P. Dunn Aye A COPY ATTEST Michael L. Bollhoefer County Administrator Res.#010-21 To correct a missing parcel number, the preceding pages have been updated from the original resolution signed following the July 14, 2021, meeting of the Board of Supervisors. The following pages are the original signed resolution which have been superseded by the updated version. County Administration staff October 11, 2022 ORDINANCE w � � �RGII�� Action: PLANNING COMMISSION: March 17, 2021 Public Hearing Held,Tabled 90 Days PLANNING COMMISSION: June 21, 2021 Recommended Approval BOARD OF SUPERVISORS: July 14, 2021 Approved ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #01-21 ONE LOGISTICS PARK WHEREAS, REZONING#01-21 One Logistics Park,was submitted by Gordon, to rezone 277.16+/- acres from the R4(Residential Planned Community)District to the B2(General Business) and M1 (Light Industrial) Districts with proffers. The properties are located approximately one mile east of I-81 on the south side of Millwood Pike(Route 50),east of Prince Frederick Drive(Route 78 1) and Coverstone Drive (Route 1538) and west of Arbor Court and Pendleton Drive in the Shawnee Magisterial District and are identified by Properly Identification Numbers 64-A-83 64-A-83A, 64-A-84, 64-A-86 and 64-A 87; and WHEREAS, the Frederick County Planning Commission held a public hearing on this Rezoning on March 17, 2021 and tabled the rezoning for ninety (90) days; and WHEREAS, the Frederick County Planning Commission held a public meeting on this rezoning on June 21, 2021, and recommended approval; and WHEREAS,the Frederick County Board of Supervisors held a public hearing on this Rezoning during their regular meeting on July 14, 2021; and WHEREAS,the Frederick County Board of Supervisors finds the approval of this Rezoning, with further revised proffers, to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive Plan. NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors, that Chapter 165 of the Frederick County Code,Zoning,is amended to rezone 277.16+/-acres from the R4 (Residential Planned Community) District to the B2 (General Business) and MI (Light Industrial) Districts,all as shown on the proffer statement bearing signature dated September 3,2020,revised July 14,2021. The conditions voluntarily proffered in writing by the Applicant and the Property Owner are attached. This ordinance shall be in effect on the date of adoption. Passed this 14t' day of July 2021 by the following recorded vote: Charles S. DeHaven, Jr., Chairman Aye Shawn L. Graber Aye J. Douglas McCarthy Aye Robert W. Wells Aye Res.# 0 10-21 David D. Stegmaier No Judith McCann-Slaughter Aye Blaine P. Dunn Aye A COPS' ATTEST Mary T. P ce Interim County Administrator Res.# 010-21 COQ REZONING APPLICATION #01-21 ONE LOGISTICS PARK WINCHESTER Staff Report for the Board of Supervisors Prepared: July 1,2021 Staff Contacts: Candice E. Perkins, AICP, CZA, Assistant Director �73s John A. Bishop, AICP,Assistant Director—Transportation Reviewed Action Planning Commission: 03/17/21 Public Hearing Held; Tabled 90 Days Planning Commission 06/02/21 Recommended Approval Board of Supervisors: 07/14/21 Pending PROPOSAL: To rezone 277.16+/- acres from the R4 (Residential Planned Community) District with proffers to the B2 (General Business) District and the M1 (Light Industrial) District with proffers. LOCATION: The properties are located approximately one mile east of I-81 on the south side of Millwood Pike(Route 50),east of Prince Frederick Drive(Route 781)and Coverstone Drive(Route 1538) and west of Arbor Court and Pendleton Drive. EXECUTIVE SUMMARY & STAFF CONCLUSION FOR THE 07/14/21 BOARD OF SUPERVISORS MEETING: The subject properties are part of the original Carpers Valley/Governors Hill Rezoning which was approved in 2005 (revised in 2009, 2013 and 2014). Rezoning 911-05 provided for 143 acres of commercial uses and 550 residential units on six parcels of land(Land Bay 1—Residential,Land Bay 2 —Commercial). This application proposes to rezone the majority of the site to allow for industrial uses,with an area of commercial remaining at the intersection of Coverstone Drive and Millwood Pike (Route 50 East) and removes the residential units associated with the approved rezoning. The site is located within the limits of the Senseny/Eastern Frederick Urban Area Plan of the 2035 Comprehensive Plan. The Plan identifies these properties with a commercial/transition and residential land use designation; these designations are consistent with the current zoning. Therefore, the requested M1 District is generally inconsistent with the Comprehensive Plan. It should be noted that the entire site was previously designated for commercial land uses by the Comprehensive Plan in effect at the time of the original rezoning approval;the plan was later updated to show the residential zoning approved in 2005. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport; the support area discourages new residential construction. The proposed elimination of the residential units would further support the goals of the Airport Support Area. The planned road network included in the Senseny/Eastern Frederick Urban Area Plan identifies a major collector road system which provides for an east-west linkage (Coverstone Drive) which connects to Millwood Pike at Inverlee Drive. A portion of Coverstone Drive currently exits from Prince Frederick Drive to the property boundary of the Frederick County Public Safety Center. The planned phased connection from the existing terminus of Coverstone Drive to Millwood Pike at Inverlee Drive provides for an important linkage that serves both this development and surrounding land uses. While the completion of Coverstone Drive will provide an important linkage in this area,it's important to examine the anticipated traffic generation from this proposal and its projected impact on the greater Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 2 network that will serve this development. This application shows a reduction in vehicle trips per day from 47,085 anticipated with the current approved rezoning to 17,606. While it is recognized that this proposal results in a significantly reduced overall trip generation, it should be recognized that this development would generate more tractor trailer trips and interstate-based trips. VDOT has expressed significant concern, as outlined in their comments,that the function of the Exit 313 interchange will be negatively impacted by this development during the peak times that were studied. The Planning Commission held a public hearing for this rezoning on March 17,2021;the Commission expressed concern with the traffic that could be generated from the requested zoning change. The Commission ultimately postponed the rezoning for 90 days and requested a worksession to further discuss the application;the worksession was held on April 21,2021. The Planning Commission held a public meeting for this item at their June 2, 2021 regular meeting and ultimately recommended approval of the application. During the Commission's discussion,concern was expressed regarding the condemnation language in proffer 2.7 and the potential signalization of Costello Drive at Prince Frederick Drive. Since the Planning Commission meeting the applicant has coordinated with Staff to update these proffers to address these concerns. The language in proffer 2.6.2b has been improved with the implementation of a signalization agreement backed by a cash proffer to the County to be paid if the signal does not become warranted during the timeframe encompassed by the signalization agreement. The language in proffer 2.7 has been updated to review references to County condemnation. There remains some element of risk to the County under this proffer should the applicant run into right of way issues at the time of construction,however the proffer continues to allow for equivalent value payment to the County should this occur. Followinz the required public hearing, a decision regarding this rezoning 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. Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 3 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 application. It may also be useful to others interested in this zoning matter. Unresolved issues concerning this application are noted by staff where relevant throughout this staff report. Reviewed Action Planning Commission: 03/17/21 Public Hearing Held; Tabled 90 Days Planning Commission 06/02/21 Recommended Approval Board of Supervisors: 07/14/21 Pending PROPOSAL: To rezone 277.16+/- acres from the R4 (Residential Planned Community) District with proffers to the B2 (General Business)District and the M1 (Light Industrial) District with proffers. LOCATION: The properties are located approximately one mile east of I-81 on the south side of Millwood Pike(Route 50),east of Prince Frederick Drive(Route 78 1)and Coverstone Drive(Route 1538) and west of Arbor Court and Pendleton Drive. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 64-A-83, 64-A-83A, 64-A-84, 64-A-86, 64-A 87 PROPERTY ZONING: R4 (Residential Planned Community) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING& PRESENT USE: North: RP (Residential Performance) Use: Residential RA (Rural Areas) Residential South: RA (Rural Areas) Use: Regional Airport East: M1 (Light Industrial) Use: Industrial MH1 (Mobile Home Community) Residential RA (Rural Areas) Residential West: RA (Rural Areas) Use: Regional Airport, Public Safety Center B2 (General Business) Commercial Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 4 REVIEW EVALUATIONS: Virginia Dept.of Transportation: Please see attached letter from Pennoni dated February 12, 2021 addressed to Bradley S. Riggleman, P.E. Frederick-Winchester Health Department: This Department has no objections to rezoning from R4 to M 1 and 132. Frederick-Winchester Service Authority: FWSA defers comments to Frederick Water. Frederick Water: The revised One Logistics Park proffers dated December 7,2020 are acceptable. Please attached email from Eric Lawrence, Executive Director, dated December 14, 2020. Frederick County Fire Marshall: Plan approved. Winchester Regional Airport: Please see attached letter from Nick Sabo,A.A.E.Executive Director, dated September 15, 2020. County of Frederick Attorney: Please see attached comments from Roderick B. Williams, County Attorney dated April 12, 2021. Planning & Zoning: 1) Site History The original Frederick County zoning map (U.S.G.S. Winchester Quadrangle) identifies the subject parcels as being zoned R1 (Residential Limited)District. The parcels were re-mapped from R1 to A2 (Agricultural General) District pursuant to the County's comprehensive downzoning initiative(Zoning Amendment Petition 4011-80),which was adopted on October 8, 1980. The County's agricultural zoning districts were subsequently combined to form the RA (Rural Areas) District upon adoption of an amendment to the Frederick County Zoning Ordinance on May 10, 1989. The corresponding revision of the zoning map resulted in the re- mapping of the subject property and all other Al and A2 zoned land to the RA District. The subject properties were rezoned to the R4 (Residential Planned Community) District in 2005 (revised in 2009,2013 and 2014).A Master Development Plan was approved for the property, the Governors Hill project, in 2009. 2) Comprehensive Plan The 2035 Comprehensive Plan is the guide for the future growth of Frederick County. The 2035 Comprehensive Plan is an official public document that serves as the Community's guide for making decisions regarding development,preservation,public facilities and other key components of Community life. The primary goal of this plan is to protect and improve the living environment within Frederick County. It is in essence a composition of policies used to plan for the future physical development of Frederick County. Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 5 The Area Plans,Appendix I of the 2035 Comprehensive Plan,are the primary implementation tool and will be instrumental to the future planning efforts of the County. Land Use The 2035 Comprehensive Plan and the Senseny/Eastern Frederick Urban Area Plan provide guidance on the future development of these properties. The site is located within the limits of the Sewer and Water Service Area (SWSA). The Plan identifies these properties with a commercial/transition and residential land use designation which is consistent with the current zoning;therefore,the requested M1 (Light Industrial)District is generally inconsistent with the Comprehensive Plan. It should be noted that the entire site was previously designated for commercial land uses by the Comprehensive Plan in effect at the time of the original rezoning approval; the plan was later updated to show the residential zoning approved in 2005. The subject parcels are also located within the boundaries of the Airport Support Area that surrounds the Winchester Regional Airport. This area comprises a zone of influence for airport operations wherein new residential land use is discouraged due to the prevalence of aircraft noise and the consequent potential for use incompatibilities. The development of business and industrial land uses is supported within the Airport Support Area to minimize such use conflicts and ensure the feasibility of future airport expansion. The elimination of the residential zoning that currently exists on the site would further the goals of the Airport Support Area. Transportation and Site Access The planned road network included in the Senseny/Eastern Frederick Urban Area Plan identifies a major collector road system which provides for an east-west linkage (Coverstone Drive) which connects to Millwood Pike (Route 50 East) at Inverlee Drive. A portion of Coverstone Drive currently exits from Prince Frederick Drive to the property boundary of the Frederick County Public Safety Center. The planned connection from the existing terminus of Coverstone Drive to Millwood Pike at Inverlee Drive provides for an important linkage that serves both this development and significant residential development north of Route 50. This connection would offer an alternative route that would help relieve future congestion on Route 50 between Prince Frederick Drive and I-81. In addition, Coverstone Drive will connect with the future relocated Route 522 South, which once approved and constructed,would connect at Prince Frederick Drive. In combination with the Crossover Boulevard project,which is currently under construction from Airport Road into the City of Winchester,this important network connection would allow significant traffic flow from this development and surrounding land uses to access Route 522 and the City of Winchester without traveling through the Exit 313 interchange area. 3) Potential Impacts: Transportation: While the completion of Coverstone Drive will provide an important linkage in this area, it's important to examine the anticipated traffic generation from this proposal and its projected impact on the greater network that will serve this development. The current transportation Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 6 assumptions for the existing approved development anticipated a trip generation at buildout of 47,085 vehicles per day. The proposed application being considered shows a reduction to 17,606 vehicles per day. While it is recognized that this proposal results in a significantly reduced overall trip generation, it should be recognized that this development would generate more tractor trailer trips and interstate-based trips. VDOT has expressed significant concern,as outlined in their comments,thatthe function of the Exit 313 interchange will be negatively impacted during the peak times that were studied. Given that the pending improvements to Exit 313 by VDOT include minimal capacity improvements, these interchange improvements will not alleviate the impacts from this development and the concerns that have been identified by VDOT. In regard to the updated proffers submitted for the Board's consideration, Staff would note concerns with Proffer 2.6.2b have been resolved. Proffer 2.7 has been improved with removal of language that contemplated Board of Supervisors condemnation of right of way. An element of risk remains because if the applicant is unable to enact a transportation proffer due to right of way restrictions the transportation impact remains along with the new development that is in place. However, the proffer does include a cash payment to the County equivalent to the proffered improvement should that issue arise. 4) Proffers: The revised proposed proffers associated with this rezoning application are as follows; Staff has identified concerns with the proffers that are shown in bold italic. Proffer Statement—Revised June 14, 2021: 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial Land Bays in conformance with the GDP, and as is specifically set forth in these proffers.Minor modifications as necessary upon final engineering,must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design,construct,and dedicate Coverstone Drive as an urban four-lane divided collector road with turn lanes as warranted within an approximate 102'right-of- way in accord with the phasing schedule referenced below. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 7 PHASE 1: Phase 1 shall consist of the full urban four-lane divided collector road section, including a ten-foot shared-use asphalt trail, from Millwood Pike to the south boundary of Land Bay 3,as depicted on the GDP. This roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any building within Land Bays 3 or 4. Phase 1 improvements shall consist of all necessary improvements,including signalization if or when warranted by VDOT, to create a four-way intersection, or alternative intersection, subject to VDOT approval, at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally, the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared-use asphalt trail on the east side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes used for two-way traffic,with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive(TM 64-A-87A) as depicted on the GDP, including transition to the existing four-lane section and a shared-use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 or no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. PHASE 4: Phase 4 shall consist of construction of the remaining two-lanes of the full urban four-lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive(TM 64-A-87A) as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 8 2.3. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD)traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive, south of Land Bay 3, then the Owners shall complete the full construction of Coverstone Drive as an ultimate full urban four lane section from Millwood Pike to the existing eastern terminus of Coverstone Drive (1080 Coverstone Drive (TM 64-A-87A)prior to issuance of any further certificates of occupancy. The term"Heavy Vehicle"shall be defined as per FHWA Classification Type 4 or higher(6 tires, or multi-axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide a vehicle classification count to Frederick County,including Heavy Vehicle counts, not later six months after the issuance of the first certificate of occupancy for new construction on the Property in either Land Bays 1 and 2 or any new construction that yields a minimum cumulative aggregate of 1,600,000 square feet of new construction on the Property. 2.4. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two-lane urban local roadway with an approximate right of way width of 60'to provide access to employment uses within Phase B (Land Bays 5 through 8). The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP, with the exception of the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain an access easement for this residential driveway until such time as this residentially zoned parcel is rezoned for non-residential uses. If this residentially zoned parcel is rezoned by others for non- residential uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A-83B)will not be used for site access. 2.6. All off-site road improvements shall be designed to the latest VDOT standards,unless otherwise approved by VDOT in general conformance with the submitted impact study. Off-site improvements shall be constructed as depicted on the GDP as follows: 2.6.1. Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase 1, and shall consist of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive b) Westbound Millwood Pike dual left turns to Coverstone Drive, and c)Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2 Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 9 new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive; and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. In furtherance of this commitment, a VDOT Traffic Signalization Agreement, attached as Exhibit 1 hereto shall be executed and submitted to VDOT prior to the first site plan approval. Pursuant to this VDOT Traffic Signalization Agreement, the Owners shall prepare and submit a traffic Signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 1,600,000 square feet of new development on the Property. If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed. In the event that this traffic signalization warrant study shows that minimum sufficient warrants for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive are not present at that time, the Developer shall prepare and submit a second traffic signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 2,000,000 square feet in new development on the Property. In the event this traffic signalization is still not warranted by VDOT at that time, the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000)to Frederick County for regional roadway improvements off-site in the Millwood Pike corridor as determined by the Board of Supervisors once the VDOT Signalization Agreement has expired and is nonrenewable_This cash contribution shall be escalated per the Consumer Price Index(CPI-U)forward from the date of rezoning approval. 2.6.3 Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 10 the crossover, and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet. 2.7. The Owners' obligations to complete the off-site transportation improvements described in Proffer 2.6 shall be contingent upon its acquisition of the off-site right-of-way and necessary easements required for these improvements.The Owners shall seek to acquire all off-site right-of-way and necessary easements by private means at fair market value. In the event the Owners are not able to acquire this needed off-site right-of-way and necessary easements required for these proffered improvements,the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off-site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of these off-site rights-of-way and the estimated construction costs of those off-site transportation improvements it is not able to construct for use by the County for regional roadway improvements off-site in the Millwood Pike corridor as determined by the Board of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off-site road improvement as identified in Proffer 2.6. Staff Note: Proffer 2.7 has been improved with removal of language that contemplated Board of Supervisors condemnation of right of way. An element of risk remains because if the applicant is unable to enact a transportation proffer due to right of way restrictions the transportation impact remains along with the new development that is in place. However, the proffer does include a cash payment to the County equivalent to the proffered improvement should that issue arise. 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E.Trip Generation Manual for any non-residential use.Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian-bicycle asphalt trail, to Virginia Department of Transportation(VDOT)standards,generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars($100)for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 11 certificates of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owner shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A,the Owner,will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (#84, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike, west of the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owner shall conduct, or cause to be conducted, a Phase I Archaeological Investigation of the Property prior to the approval of the first final site plan for the Property and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50'to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. PLANNING COMMISSION SUMMARY AND ACTION FROM THE 06/02/21 MEETING: Candice E.Perkins,Assistant Director,reported this is a proposal to rezone six parcels totaling 277.16 acres from the R4(Residential Planned Community)District to the B2(General Business)District and the M1 (Light Industrial) District with proffers. She provided a history of this application: the Planning Commission held a public hearing for this rezoning on March 17, 2021 and postponed the application for 90 days; a Planning Commission work session was held on April 21, 2021 to further discuss the application;following the work session,the Applicant submitted revised proffers dates May 18, 2021 seeking to address identified concerns. She presented a locations map of the property and noted,the subject properties are part of the original Carpers Valley/Governors Hill rezoning which was approved in 2005 (revised in 2009, 2013, and 2014); Rezoning 911-05 provided for 143 acres of commercial uses and 550 residential units. Ms. Perkins shared,the total of 277.16+/-acres proposes: • 264.7 acres for industrial uses • 12.5 acres for commercial uses at the intersection of Coverstone Drive and Millwood Pike Ms. Perkins noted,this rezoning eliminates the residential units previously approved. She continued; the site is located within the limits of the Senseny/Easter Frederick Urban Arean Plan. The Plan Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 12 identifies these properties with a commercial/transition and residential land use designation; these designations are consistent with the current zoning. The site is also located within the Airport Support Area. She concluded;the requested M 1 District is generally inconsistent with the land uses depicted in the Comprehensive Plan. Mr.Bishop reviewed the phases of the Coverstone Drive implementation: (note: Phase order concerns have been eliminated) • Phase I—Full four lane divided urban collector roadway section with trail from Millwood to the southern boundary of Land Bay 3 to include signalization and turn lane improvements. • Phase II—Construction of two-lane roadway from the southern property line of Land Bay 3 to Pendleton Drive with a trail. • Phase III—completion of two-lane section from Pendleton to existing Coverstone Drive with trail. • Phase IV—Coverstone widening to four lanes once development will exceed 2,000,000 square feet or if projected vehicles per day south of Land Bay 3 exceeds 10,000 or if heavy vehicle traffic exceeds 800. • Completion of two-lane Pendleton Drive extension prior to issuance of first CO in Phase B. Mr.Bishop continued,the western improvements are to be constructed with Coverstone Phases 1-3 and with square footage in excess of 1,491,600. He noted, if warranted, signalization would occur after Coverstone improvements are completed and adopted into the VDOT system,otherwise$200,000 will go to the County. Mr.Bishop explained,offsite improvements that require right of way acquisition and cannot be privately obtained will not take place unless the Board of Supervisors acquires the right of way. In the event the Board of Supervisors do not obtain the right of way,the Applicant will provide the County with the cost to construct those improvements including acquisition cost. Mr. Bishop shared Staff concerns and they do remain consistent: Lack of any proffer addressing VDOT concerns raised regarding interchange impacts expected to cost as much as $60-80 million; Proffer 2.6.2b,the timing of signalization(formerly signalization agreement)remains a concern;Proffer 2.7,Staff remains concerned about the position the Board is put in regarding the dictation of the use of eminent domain to implement developer proffers. He concluded;this rezoning is being presented as an action item and a public hearing was held on March 17, 2021. Commissioner Mohn inquired about the HOA comments, there was a reference to Coverstone Drive connecting at Sulfur Springs Road rather than coming out at Inverlee Way;did the original rezoning of Governors Hill bring Coverstone Drive out at that intersection and that it was a prior revision to the proffers that the Board of Supervisors supported rather significantly re-aligned that intersection at Inverlee Way? Mr. Bishop commented that is correct, previously instead of hooking north to meet Inverlee Way it continued around to meet Sulphur Springs Road. He continued,the property group at that time were growing concerned at the potential cost to connect with the intersection of Sulphur Springs Road as shown in the Comprehensive Plan at that time;there were also safety concerns from the community and the Board member from that District. Commissioner Mohn commented,the safety concern is significant and there was an agreement at that time;the realigning of Coverstone Drive made sense. Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 13 Commissioner Thomas commented, the $60-80 million that VDOT has stated is needed for improvements to the transportation system, if we look at the current zoning (not what is before us tonight)would we still need the $60-80 million or is the new rezoning causing the $60-80 million in traffic improvements. Mr. Bishop stated it has not been studied in that way yet. Commissioner Thomas stated regarding the HOA comment about the commercial area, the existing rezoning is essentially 1.5 million square feet of commercial area;he questioned how area residents would get to the existing rezoning other than crossing Millwood Pike which would essentially be more dangerous. Mr. Bishop commented that is the most direct way to get there with the existing rezoning. Commissioner Marston inquired where Coverstone Drive ends, in the Eastern Road Plan was it supposed to go back around to Route 522. Mr. Bishop stated he believes he is referring to the 522 realignment. Commissioner Marston commented that would relieve a lot at the congestion at the 313 exit; Mr. Bishop agreed and noted that it would be a much better approach. Chairman Kenney questioned if a comparison was completed by the Applicant as requested at the work session. Mr. Bishop stated he has not received anything yet and referred the question to Mr.Kennedy. Mr.Randy Minchew and Mr.Doug Kennedy,representing the Applicant gave a brief presentation and shared the comparison to rezone the residential area to commercial: • Existing Rezoning #10-08 0 277.22 acres R4 (Residential Planned Community) o Approved 550 residential units plus 1,285,000 SF office and retail • Proposed Rezoning #01-21 o M1 (Light Industrial District), 264.72 acres o B2 (General Business District) 12.5 acres o Total proposed SF 2,995,600 Mr. Minchew and Mr. Doug Kennedy then shared the approved Development Plan and the proposed Development Plan. He presented the Airport Support Area and noted; the Airport Support Area discourages new residential construction and the proposed elimination of the 550 entitled residential units would further support the goals of the Airport Support Area. Mr. Minchew reviewed the Community Benefits: • Economic Benefits o Estimated construction investment at full buildout- $1,464,000 o Estimated annual real estate taxes - $1,464,000 (assumes .61 per $100 on $241,000,000 valuation) o Brings Frederick County's Real Estate Tax Assessments closer to the Comprehensive Plan's goal of 25% commercial from today's 20% o Estimated direct and indirect employment— 1,120 to 1,350 o Estimated annual wages - $45,000,000 to 55,000,000 o Estimated annual employee benefits - $6,600,000 to $7,100,000 • Traffic Impact Reduction o Reduction of traffic impacts with the elimination of the 550 units currently entitled Rezoning 901-21 One Logistics Park Winchester July 1,2021 Page 14 o Traffic from approved 550 units and 1,285,000 SF commercial uses is equivalent to 47,000 trips per day vs.the proposed 2,9995,600 SF of industrial uses— 17,000 trips per day(a reduction of 60%) o The approved traffic study did not consider the new Crossover Boulevard in its analysis o The ability to connect to future roads at western edge of Coverstone as Frederick County develops its long-term traffic plan • School Impact Reduction o Elimination of 550 residential units o School reduction of approximately 1,000-1,500 future students o Savings of 1.50 million for future elementary school building o Estimated cost of$35,734 per student(Virginia Department of Education annual report as of 2/22/2021 student school building cost) o Savings of$35,734,000 (assuming 1,000 students) • Existing Proffers Previously Completed o National Guard Armory property dedication(10.13 ac.)and Pendleton Drive construction land value - $607,800 and Road and Sewer improvements - $1,000,000 = $1,607,800 o Frederick County Sheriff's Office property dedication (12.93 ac.) Coverstone Drive construction land value - $775,800 and Road and Utility improvements - $2,800,000 = $3,575,800 • Proposed Proffers with this Application o Completion of Coverston Drive providing direct access from Route 50 to Frederick County Public Safety Building estimated cost- $6,000,000 o Completion of Pendleton Drive connection estimated cost- $2,000,000 o Intersection improvements completion at Route 50 and Coverstone Drive estimated cost - $1,250,000 o Offsite improvements to Prince Frederick Drive and Costello Drive estimated at- $2,000,000 o Completion of Coverstone Drive and Pendleton will allow for future road connection to Airport Drive and to Route 522 as outlined in the Frederick County 2035 Transportation Plan Planning Commission Members reiterated their concerns with the traffic impacts,proper signalization, and the issue of imminent domain. A motion was made, seconded, and passed to recommend approval of REZ 901-21 One Logistics Park Winchester. Yes: Kozel, Thomas, Cline, Morrison, Dawson, Mohn, Triplett, Marston, Oates, Jewell, Kenney No: Molden Abstain: Manuel Following the required public hearinz, a decision rezardin,-this rezoning-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. .. MILLWOOD 209 DARBYDR`-- 107 102 O 147 PIKE 202 CSTER KINROSS DR DUNER Ci RY,CO LN ',.�1230 ,, CUSTER —AVE DARBY DR' MILLWOOD�.` AVE 151 1Z7 PIKE. STANLEY DR 102- RYCOILN 1288 100 WIOW CT MILLWOOD PIKE STANLEY DR�17 d':100 ♦ 1302: 1411 DARBY DR RYCO LN ._k MILLWOOD PIKE MILLWOOD - • PIKE ,DARBY DR 231 MILLWOOD • ,;,,,,, '- 5 s..... � � Y`+,,. ,MILLWOOOODPIKE N LPHUR --PIKE "Y' ' .SU ° "'�SPRING RD • -_ 1525 •= r ^. 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ADMIRAL � ''A,� BYRD DR ••� \ \�� j� i�'+� 300 222 's,.• 600 ��• ' ,� p` IM AL ADMIRAL''4DML '300 '� AIRPORT RD ® '��K ♦� `.300 640 BYRD DR BYRD DR ADMIRAL 200 \ ' •', '►�� `I�� REZ # 01 - 21 : One Logistics Park Winchester PINs: 64 - A - 83, 64 - A - 83A, 64 - A - 84, 64 - A - 85, 64 - A - 86, 64 - A - 87 Rezoning from R4 to M1 and B2 Zoning Map O am C7 la7ll�/ / II O °n P0 on fM, PRINCE FREDERICK OFFICE PART Subdivision y w,c C REZ O �r REZ#01-21 REZ#01-21 A`�O v• tiF /�/1 p REZ#01-21 SPRING 3IN R - 0 GOVERNORS HILL Subdivision ••' m• r REZ#01-21 16 I ,re ee .� MID .o CSA% J 1 '{i� 6 Y I y..= .... •:O' l IGfl WINCHESTER �qp ti REGIONALYAIRPORT SINESS CENTERQ �p m Subdivision MCe3ToYS7f7d bdivision �� a p /WinchesteMGMr -� m \ Subdl% ooS�<toaR ooav logo a Application SULPHUR SPRING RD• Parcels p 0 °K Sewer and Water Service Area ` 0 B2(General Business District) 4W B3(Industrial Transition District) 11 22 M1 (Light Industrial District) LONGCR0 M2(Industrial General District) MH1(Mobile Home Community District) N R4(Residential Planned Community District) 1 RP(Residential Performance District) 7 W _- E 1 S i J Frederick County Planning&Development e _ 107 N Kent St Winchester,VA 22601 540-665-5651 0 500 1,000 2,000 Feet Map Created:February 22,2021 1 • - Logistics ParkWinchester Rezoning from R4 to MI and B2 Long Range Land Use Map M LWOOD ® - 209 D" 10)`w10) 102' 0,�0 0.0 0 0 0 0 0 0 0 0 0 147 PIKE 202 OUSTER 1�q S DUNER C-�(# o 0 0 0 0 0 0 0 0 ►jy! #K1 OS DR ! 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In the event that the above referenced rezoning is not granted as applied for by the Owners ("Owners"), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 1 Of 18 Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Owners" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan - One Logistics Park Winchester" prepared by William H. Gordon Associates, Inc., (the "GDP") revised April 28, 2021 1. LAND USE 1.1. The project shall be designed to establish interconnected commercial and light industrial land bays in conformance with the GDP, and as is specifically set forth in these proffers. Minor modifications as necessary upon final engineering, must meet the intent of the proffers and receive Director of Planning approval. 2. TRANSPORTATION 2.1. The public roadways proposed on the Property shall be constructed in the locations depicted on the GDP. Minor modifications, as necessary upon final engineering, including but not limited to land bay ingress/egress and intersection alignments, must meet the intent of the proffers and receive Director of Planning and VDOT approval at site plan or road plan. 2.2. The Owners shall design, construct, and dedicate Coverstone Drive as an urban four-lane divided collector road with turn lanes as warranted within an approximate 102'right-of-way in accord with the phasing schedule referenced below. The Owners may at their option also build this road ahead of the requirements of the phasing schedule. PHASE 1: Phase 1 shall consist of the full urban four-lane divided collector road section, including a ten-foot shared-use asphalt trail, from Millwood Pike to the south boundary of Land Bay 3, as depicted on the GDP. This roadway shall be bonded and constructed to a minimum base asphalt prior to issuance of a certificate of occupancy for any building within Land Bays 3 or 4. Phase 1 improvements shall consist of all necessary improvements, including signalization if or when warranted by VDOT, to create a four- way intersection,or alternative intersection, subject to VDOT approval,at the existing intersection of Inverlee Way and Millwood Pike as shown on the GDP. Additionally,the Owner shall close the existing Millwood Pike crossover previously used for access to the golf course concurrent with Phase 1 improvements. PHASE 2: Phase 2 shall consist of construction of a two-lane urban half section of Coverstone Drive from the south boundary of Land Bay 3 to the Pendleton Drive intersection as depicted on the GDP, including a shared-use asphalt trail on the east side of this roadway. Phase 2 roadway improvements shall provide additional access to Land Bay 4 and shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 5 through 8. This two-lane Phase 2 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate northbound lanes fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 2 Of 18 used for two-way traffic, with a lane transition to the Phase 1 four lane section. PHASE 3: Phase 3 shall consist of construction of a two-lane urban half section of Coverstone Drive from the Pendleton Drive intersection to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A) as depicted on the GDP, including transition to the existing four-lane section and a shared-use asphalt trail to the south/east of the roadway. Phase 3 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use on Land Bays 1 or 2 and no later than issuance of the certificate of occupancy for new construction on the Property that exceeds 1,600,000 square feet. This two-lane Phase 3 half section shall be subject to final engineering and VDOT approval and shall include the two ultimate eastbound lanes used for two-way traffic, with a lane transition to the existing four lane section. PHASE 4: Phase 4 shall consist of construction of the remaining two-lanes of the full urban four-lane divided section of Coverstone Drive previously constructed in Phases 2 and 3 from the south boundary of Land Bay 3 to the existing Coverstone Drive connection at 1080 Coverstone Drive (TM 64-A-87A)as depicted on the GDP. Phase 4 roadway improvements shall be completed prior to issuance of a certificate of occupancy for any new construction on the Property that exceeds 2,000,000 square feet. 2.3. Notwithstanding the foregoing Proffer 2.2 phasing schedule for the construction of Coverstone Drive, if vehicle per day (VPD) traffic counts on Coverstone Drive exceed 10,000 VPD total or if Heavy Vehicle traffic counts exceed 800 Heavy Vehicle VPD on Coverstone Drive,south of Land Bay 3,then the Owners shall complete the full construction of Coverstone Drive as an ultimate full urban four lane section from Millwood Pike to the existing eastern terminus of Coverstone Drive (1080 Coverstone Drive (TM 64-A-87A) prior to issuance of any further certificates of occupancy. The term "Heavy Vehicle"shall be defined as per FHWA Classification Type 4 or higher(6 tires, or multi-axle vehicle). In order to ensure compliance with this Proffer 2.3, the Owners shall provide a vehicle classification count to Frederick County, including Heavy Vehicle counts, not later six months after the issuance of the first certificate of occupancy for new construction on the Property in either Land Bays 1 and 2 or any new construction that yields a minimum cumulative aggregate of 1,600,000 square feet of new construction on the Property 2.4. The Owners shall design and construct the extension of existing Pendleton Drive to Coverstone Drive, as shown on the GDP. The proposed extension will be a minimum two- lane urban local roadway with an approximate right of way width of 60'to provide access to employment uses within Phase B(Land Bays 5 through 8).The Pendleton Drive extension shall be constructed prior to issuance of the first occupancy permit within Phase B. 2.5. Access to Millwood Pike shall be limited to Coverstone Drive, as shown on the GDP,with the exception of the private driveway currently serving the residentially zoned parcel identified as TM 64-A-83B. The Owners shall maintain an access easement for this residential driveway until such time as this residentially zoned parcel is rezoned for non- residential uses. If this residentially zoned parcel is rezoned by others for non-residential fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 3 Of 18 uses, an interparcel access linkage shall be provided. No new commercial access to Millwood Pike is proposed and the existing driveway to 1600 Millwood Pike (TM 64-A- 83B)will not be used for site access. 2.6. All off-site road improvements shall be designed to the latest VDOT standards, unless otherwise approved by VDOT in general conformance with the submitted impact study. Off-site improvements shall be constructed as depicted on the GDP as follows: 2.6.1: Eastern improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with the Coverstone Drive construction described in Proffer 2.2, Phase 1, and shall consist of the following improvements: a) Eastbound Millwood Pike right turn lane to Coverstone Drive, b)Westbound Millwood Pike dual left turns to Coverstone Drive, and c)Northbound Coverstone Drive dual lefts to Millwood Pike 2.6.2: Western improvements shall consist of improvements at the intersection of Prince Frederick Drive/Costello Drive and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet and shall consist of the following improvements: a) Northbound Prince Frederick Drive left to Costello Drive,and b) Installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive, if deemed warranted by VDOT and subject to VDOT approval. In furtherance of this commitment, a VDOT Traffic Signalization Agreement, attached as Exhibit 1 hereto shall be executed and submitted to VDOT prior to the first site plan approval. Pursuant to this VDOT Traffic Signalization Agreement, the Owners shall prepare and submit a traffic signalization warrant study to VDOT and Frederick County to determine whether minimum sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 1,600,000 square feet of new development on the Property_If warranted, this installation will occur once Proffer 2.2 Coverstone Drive Phase 2 and Phase 3 improvements have been completed_ In the event that this traffic signalization warrant study shows that minimum sufficient warrants for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive are not present at that time,the Developer shall prepare and submit a second traffic signalization warrant study to VDOT and Frederick County to determine whether fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 4 of 18 minimum sufficient warrants exist for installation of traffic signalization at the intersection of Prince Frederick Drive and Costello Drive prior to issuance of the first certificate of occupancy for new construction that yields 2,000,000 square feet in new development on the Property. In the event If this traffic signalization is still not warranted by VDOT at that time,the Owners will provide a cash contribution in the amount Two Hundred Thousand Dollars ($200,000) to Frederick County for regional roadway improvements off-site in the Millwood Pike corridor as determined by the Board of Supervisors once the VDOT Signalization Agreement has expired and is nonrenewable. This cash contribution shall be escalated per the Consumer Price Index(CPI-U)forward from the date of rezoning approval. 2.6.3: Northern improvements shall consist of improvements at the intersection of Millwood Pike and Prince Frederick Drive and shall consist of the following improvements: Construction of an additional lane on northbound Prince Frederick Drive to provide a dedicated left, left/through, and right turn lane, including modifications to the existing signal and geometric improvements of the crossover, and shall be completed coincident with new construction that yields a total aggregate new construction amount on the Property in excess of 1,600,000 square feet. 2.7. The Owners' obligations to complete the off-site transportation improvements described in Proffer 2.6 shall be contingent upon its dit—acquisition of the off-site right-of-way and necessary easements required for these improvements. The Owners shall seek to acquire all mAe aagood fiiith e&i4 to eb4aia this off-site right-of-way and necessary easements by private means at fair market value. if the O rocs o et able E)fth S ro ro a fees, In the event tithe Owners are not able rew+t. ,aoeides net to ar- „forma.„*,a :r aceto acquire this needed off-site right-of-way and necessary easements required for these proffered improvements, the Owners shall instead provide alternative satisfaction of its proffered obligation to construct these off-site improvements by providing a cash contribution at that time to the County for the appraised right-of-way acquisition values of these off-site rights-of-way and the estimated construction costs of those off-site transportation improvements it is not able to construct for use by the County for regional roadway improvements off-site in the Millwood Pike corridor as determined by the Board of Supervisors. The construction cost estimate shall be subject to review and approval by the County. This cash contribution shall coincide with the thresholds that triggers the off- site road improvement as identified in Proffer 2.6 fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 000002}Page 5 of 18 2.8. Any future transportation analyses required for the Property shall utilize the Land Use Code per the latest version of the I.T.E. Trip Generation Manual for any non-residential use. Determination on alternative land uses shall be scoped with VDOT and approved in writing prior to submission of site plan. 3. PEDESTRIAN TRAIL SYSTEM 3.1. The Owners shall design and build a 10' public pedestrian-bicycle asphalt trail,to Virginia Department of Transportation (VDOT) standards, generally along the south/east side of Coverstone Drive. A crosswalk connection to the existing asphalt path to the west, outside of the dedicated right-of-way, will be provided. A Sidewalk shall be constructed to VDOT standards along the extension of Pendleton Drive. 4. FIRE AND RESCUE 4.1. Cash contributions to support Frederick County fire and rescue services in the amount of One Hundred Dollars ($100) for every 1000 square feet of commercial and/or industrial building area shall be paid by the Owners to the County at time of issuances of certificates of occupancy for each building. 5. WATER AND SANITARY SEWER 5.1. The Owners shall be responsible for connecting the Property to public water and sanitary sewer. All water and sanitary sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 5.2. Prior to the first water or sewer connection to the public system for occupancy in Phase A, the Owners, will conform with all appropriate Frederick Water regulations at time of site plan to address concerns regarding the inundation of three existing sanitary sewer manholes (484, 84A, 85). The subject manholes are located south of Millwood Pike, adjacent to an existing pond within the project limits. The pond is located south of Millwood Pike,west of the proposed Coverstone entrance. 6. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 6.1. The Owners shall conduct,or cause to be conducted,a Phase I Archaeological Investigation of the Property prior to the approval of the first final site plan for the Property and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 7. ROAD EFFICIENCY BUFFER 7.1. The Owners shall provide an additional 50'to the Road Efficiency Buffer for the portion of the site within Phase A as depicted on the GDP. fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 6 Of 18 SIGNATURES APPEAR ON THE FOLLOWING PAGES Carpers Valley: JGR THREE, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 7 Of 18 ELLEN, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 8 Of 18 LCR, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# fL0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 9 Of 18 MDC THREE, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 10 of 18 SUSAN SANDERS, LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 11 Of 18 LIBERTY HILL, LC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 12 Of 18 THOMAS A. DICK Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 13 Of 18 TIMOTHY J. DICK Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 14 Of 18 MICHAEL E. DICK Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 15 Of 18 GOVERNOR'S HILL, L.L.C., a Virginia limited liability company By: Miller and Smith, Inc.,its manager By: Douglas I. Smith, President Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 16 Of 18 HOCKMAN INVESTMENTS LLC, a Virginia limited liability company By: Name: Title: Date: STATE OF ) COUNTY/CITY OF )to-wit: The foregoing Proffer Statement was acknowledged before me this day of 2021, by , who acknowledged that he/she executed the foregoing Proffer Statement with the full power and authority to do so. Notary Public My Commission Expires: Notary Registration# Exhibit 1 {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 17 Of 18 VDOT Traffic Signalization Agreement {L0274448.DOCX/1 One Logistics Park 6-14-2021 redline revised proffers 011770 0000021Page 18 Of 18 LnTlpll,MAP -1 21 !L T ji ...... lk 1111111ID01 PIKE, , - ,� , , , -/-L7 50 7--=- A WR Y, sA•r �j PROPOSED —11 0L S�b AREA 1 P S o?411A N Ss FIIIE"ll BUFFER B rl -2BUSI E \1111 EF E,"._E, ER 7.1) 7 7 1 DISTRICT _'( __ADTIVE LANDSCAPE up" RG4D EFFICIENSY SUF— R4 DII 5 AC) PROFFER 7 IlEl EXIAT11 (NDT SUBJECT \ FOND L-1—TIVE IAN TO APPLI—IDN T N—TERSE1 l�III.IIENTI,IIIIT.EETTIEINTE�T.I.E ✓ TIR ESA ROAD ErFlclEwcy B.rrEl INI THE L�N�B�YACCE��.P.�,�TS,4,RE� �C.TT,�U�F1,N� "1,�yT. _ER 7 11 war xnxnu (TIP) 'PER BER 75'INA:TNE-ARDSCAPE TYP., LINIITS CF ADJOINING PROPERTIES _'Ry BUFFER APPLICATION FLOODPLAIN -STING R4 (—N) m'I1-1 1.(TYP.) IAIIAILEITYPI PRIMARYACCESS L 26'AGTIVE AN—APE AERR.X. 'ND RA, BUFFER x�p LI.ITS,IP.) PHASEB 'T -ERSTDN E�R IVE APP-X.I—D BAY PHASE I • ±1 4L55 AC WITS(TYP� PEP,PROFFER 2.2AREA(TY 5AVE Ej ' LrTR EE LAND BAY COVERSTOHE DRIVE NUMBER— ('BB Ru.) PROPOSED PDTENTIAL Ml LIGHT INDUSTRIAL DISTRICT —D (1264.72 AC) A—SE POINTS (SEE-T—�IZ7HEEI P11118E A —17116-17 DRIVE 1134.67 Ar P—E 2 0 F PER PR —I.B X, PENDLETON DRIVE (0 ROW) PGTFNTIAL GOVERSTONE DRIVE LAND BAY .. A-E —11R.FFE 1. \ � 1 N 0 i D1�ON PR Ll (SEE T�5 PRINTS --T—DRIVE 7 TYP.) E p_lIAllE FFER B t TREE—E NN ARDAjYP.) \ J— I 7,L, 77ex-—c In ......... FIIIIIRE AIR1.1 T Ex 1a 1311, In —UH—H-1--1014 WINCHESTER REGIONAL AIRPORT GENERALIZED DEVELOPMENT PLAN ONE LOGISTICS PARK WINCHESTER 04.28.2021 IE Gordon ` 1wI mt MILLWOOD PINE -US ROUTE 50/17 IA N6([IC .H' _ 2 65.4e 148 �� fT5Y�.. Tea •E 65Y R M,b9' / \400D:- �»s bills sss z3a'E� \ `s 3E { �_` •� BDSIVE S DIETE.I"PJ ` dli 9a xat mle'—I �,wa ll Ul Ai c7� i S s r III :5 m , 11° I � R nF l I l]O i yyg,dRS�E 98696 � $ w 9°2.Er � L13- C11 ( N16'3Y15'W 691�, � C L15 Vl�' N4631'15"M 1 m 1533] I `�1.151Y 53 COVER� '• ��_ V IV QL 1 � � xa s y rurar„w,nl.6s _ Gordon �NNrKR r1�T PROPOSED ZONWC DISTRICTS r ONE LOf.1s^[C$ PARK TVINL:RFSTFP, Ifr^1 N 2 UNE TAM CIIW TAIL ....... V�IIN7 tl 91 -I'N"11�1E �S NOTES: -CiNGordon R %9 D ZONING DISTRICTS I.,"' ONE LOCISTICS "___ SHEET 1 ,F 2 q�G Cpm C:) VA RESOLUTION 1A 17M Action: PLANNING COMMISSION: October 1, 2014 - Recommended Approval BOARD OF SUPERVISORS: October 8, 2014 IX APPROVED El DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #03-14 MINOR PROFFER REVISION OF GOVERNORS HILL WHEREAS, Rezoning#03-14 Minor Proffer Revision of Governors Hill, submitted by William H. Gordon Associates, to revise the proffers associated with Rezoning #10-08 and #05-13 relating to the "Transportation"section of the proffers was considered. The proffer revision,originally proffer statement dated September 2, 2008, with a final revision dated September 18, 2014 applies only to the properties owned by JGR Three,L.L.C.(64-A-86 and 64-A-87)and does not impact other properties identified under the Governors Hill Proffer Statement. These modifications include the increase from 200,000 to 300,000 square feet of office floor space which may be developed utilizing access from the completed portion of Coverstone Drive. This increase in floor space is located in Sections 15.2 and 15.11 of the proffer statement. WHEREAS, the Planning Commission held a public meeting on this rezoning on October 1, 2014, and forwarded a recommendation of approval; and WHEREAS,the Board of Supervisors held a public meeting on this rezoning on October 8,2014,and WHEREAS,the Frederick County Board of Supervisors finds the approval of this rezoning to be in the best interest of the public health, safety, welfare, and in conformance with the Comprehensive Policy Plan; 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 proffers associated with Rezoning#10-08 and#05-13 relating to the"Transportation"section of the proffers. This minor proffer revision, originally proffer statement dated September 2, 2008, with a final revision dated September 18, 2014, modifies the square feet of office floor space from 200,000 to 300,000 which may be developed using access from the completed portion of Coverstone Drive. PDRes.#30-14 -2- This ordinance shall be in effect on the date of adoption. Passed this 8th day of October,2014 by the following recorded vote: Richard C. Shickle, Chairman Aye Gary A. Lofton Aye Robert A. Hess Aye Robert W. Wells Aye Gene E. Fisher Aye Charles S. DeHaven,Jr. Aye Christopher E. Collins Aye A COPY ATTEST F)John red ' Administrator VIRGINIA: Fkr:DERICK COUNTY.SC1. This instrument of writing was produced to me oi; 1�, oto at M D47,14 and with certificate acknol. zt._,ement thercuo anncxed was admitted to record. Ta. $ ,and 58.1-801 have been paid, if i se`,,ahle. PDRes.#30-14 BOS Res. #025-14 C:) PROFFER STATEMENT REZONING: RZ. #10-08: R4 and RA to R4 PROPERTY- 278.0 Acres+/-: Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the "Property") RECORD OWNER: Carpers Valley Development, LLC and Governors Hill LLC APPLICANT: Carpers Valley Development, LLC and Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE OF PROFFERS: March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, 2013; August 15, 2013; September 6, 2013; September 26, 2013; September 18, 2014 The undersigned owners hereby proffer that the use and development of the subject property ("Property"), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant ("Applicant"),these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that is in effect on the day upon which the Frederick County Board of County Supervisors (the "Board") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris Rust &Associates, (the "MDP") dated March 2008 revised January 9, 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed-use residential and commercial/employment Land Bays in general conformance with the MDP, and as is specifically set forth in these Page 1 of 12 I PV C) trrJ proffers subject to minor modifications as necessary upon final C:) engineering including but not limited to intersection alignments. 1.2 All development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design and Development Standards", prepared by PHR&A attached hereto and incorporated herein by reference (the "Design and Development Standards"). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B-2) zoning district as specified in the Frederick County Code Article X, §165-82B(l). 1.4 Except as modified herein, areas of residential development on the Property shall be limited to Land Bay I and shall be developed in conformance with the regulations of the Residential Planned Community ("R4") zoning district, including permissible housing types set forth in the Frederick County Code Article VII, §165-67 through §165-72, as cross-referenced to Article VI, §165-58, through §165-66. Unit types and lot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a mix of housing types permitted in the R4 district. Multi- family units, as defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. 1.6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT. 2. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement. Page 2 of 12 C ) C:) 3. 4.1 3. ACCESS TO ARMORY PARCEL 1 The Applicant has designed and constructed a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64-A-82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect-with Tazewell Road. 4. PHASING OF RESIDENTIAL DEVELOPMENT Building permits for Land Bay I of the Property shall be issued on the following phasing schedule: Year 1 (Months 1-12): 140 building permits Year 2(Months 13-24): 140 building permits Year 3(Months 25-36): 140 building permits Year 4(Months 37-48): 130 building permits The above identified pha6ing schedule is taken from the Date of Final Rezoning (DFR). Any building permits not issued within any given year may be carried over to the following year,however the Applicant shall not make application for more than 200 residential building permits in any given year. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet of neighborhood swimming pools, and a dog park shall be constructed in conjunction with residential development in Land Bay 1 and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These improvements shall be completed prior to the issuance of the 281st residential building 5. permit. ARCHITECTURE, SIGNAGE, AND LANDSCAPING 5.1 All buildings on the Property shall be constructed using compatible ; architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association to be created to enforce and administer a unified development plan in eneral ge conformity with the Design and Development Standards. Page 3 of 12 CD C=) tV 5.2 All signage within the Property shall be in substantial conformity with a comprehensive sign plan that meets the requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with the first final site or subdivision plan for the Property. 6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 6.1 The Applicant shall design and build a public pedestrian-bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within the development. Said trails shall be in the locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP at the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four-foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling trails shall be 10 feet wide, and shall have an asphalt surface. 7. FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sum of$422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July 1st of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue services. 8. SCHOOLS: 8.1 The Applicant shall contribute to the Board the sum of$1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. Page 4 of 12 CD CD 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS`ASSOCIATION: 12.1 The Master Property Owners Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3 The residential portion of the development shall be made subject to one or more Property Owners' Association(s) (hereinafter "Residential POA") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 of 12 r.rw association; (iv) common solid waste disposal and recycling programs, including curbside pick-up of refuse by a private refuse collection company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that it possesses all necessary powers to set and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the Residential POA in an amount equal to three times the then-current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA"). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in Land Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 13. WATER& SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 6of12 CD 14. ENVIRONMENT: -- Uri 14.1 Stormwater management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2-3. 14.2 The Applicant shall provide notice in all sales literature, in covenants, conditions and restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for final engineering. 15.2 Excluding 300,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right-of-way, utilizing the following phasing schedule: PHASE 1: Phase I shall consist of the full four lane section including a ten-foot trail from Millwood Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and/or prior to issuance of a building permit for any residential units, excluding model homes, located in Land Bay 1. Phase 1 improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to create a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 of 12 C=) C:) PHASE 2: Phase 2 shall consist of construction of a two lane section of Cn Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to exceed 800,000 square feet of commercial building area. PHASE 4: The Applicant shall design Coverstone Drive Extended as a four- lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall construct Coverstone Drive as a full four- lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and eastbound left turn lane shall be constructed at the existing Millwood Pike and Inverlee intersection prior to November 1, 2015. Page 8 of 12 CD CJ 15,4 The Applicant shall design and construct Tazewell Road as shown on the .--- MDP as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60' to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay 2. Said Wright of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64-A-83B. The Applicant shall close said driveway once access is provided to TM 64-A-83B via the internal residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All public right-of-ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 of 12 C3 15.11 The design of off-site road improvements shall be in general conformance with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as UD prepared by Patton Harris Rust and Associates, dated October 30, 2008. Excluding 300,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off-site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee Way/Coverstone Drive and shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of improvements at the intersections of Millwood Pike/Prince Frederick Drive and Prince Frederick Drive/Costello Drive. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike/Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off-site right of way needed to complete any proffered off-site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off-site road improvement as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code 820 "Retail" per the I.T.E. Trip Generation Manual 7th Edition for any commercial use other than office use. Page 10 of 12 G7 15.14 In the event any proffered off-site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the off-site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase H and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ('Board") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI-U from that date 30 months after October 12, 2005 to the most recently available CPI-U to the date the contributions are paid, subject to a cap of 5% per year, non-compounded. 18. SEPTEMBER 18, 2014 PROFFER REVISION 18.1 The revisions dated September 18, 2014 apply only to tax parcels 64-A-86 and 64-A-87 and do not apply to the other properties subject to the Proffer Statement dated September 26, 2013. These modifications increase from 200,000 to 300,000 the square footage of office floor space which may be developed, on any or all of the properties subject to the Proffer Statement dated September 26, 2013, utilizing access from the completed portion of Coverstone Drive. This increase in floor space is indicated in Sections 15.2 and 15.11 of this Proffer Statement. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 11 of 12 r . C JGR Three L.L.C. By: JPG Three L.L.C. Managing Member L IVl n' STATE OF VIRGINIA,AT LARGE •CIA�i-'�I,Tq wit: C: � tr•c.�he s The fore ing ini�strum nt was acknowledged before me this jq `day of �u� 2014, 1 y iCd'1¢,ttr� {...�• �`�j_ My co sio fres `� 3 t 1 Notary Public , NOTARY10 Q • PUBLIC _ * ' REG.#138448 MY COMMISSIONLn : ¢ r O . EXPIRES �`�•NwFA LTH © ,.�. Page 12 of 12 CD C:) rQ THIS SUPPLEMENT TO REZONING APPLICATION,made and dated this ak4htay of September,2014,by and between JGR THREE,LLC, a Virginia limited liability company,ELLEN,LLC, a Virginia limited liability company, LCR, LLC,a Virginia limited liability company, MDC THREE,LLC,a Virginia limited liability company, SUSAN SANDERS,LLC,a Virginia limited liability company,LIBERTY HILL,L.C.,a Virginia limited liability company,THOMAS A.RICK, TIMOTHY J. DICK and MICHAEL E. DIC (the"Owners") and COUNTY OF FREDERICK. VIRGINIA ("Frederick County"). RECITALS: A. The Owners are vested with fee simple title to those certain parcels of land being more particularly described on Exhibit"A"attached hereto and incorporated herein by reference as if set out in full(the"Property"). B. The Owners have previously submitted that certain Rezoning Application Form,that certain revised Proffer Statement and that certain Special Limited Power of Attorney to the Frederick County Department of Planning&Development as part of a request to modify and amend the Proffers previously approved for the Property(the "Rezoning Application"). C. Through inadvertence, the Rezoning Application was not signed by all of the Owners of the Property. D. The Owners intend to correct said omission and hereby ratify and approve the Rezoning Application and all documents submitted in connection therewith. C:) C:) 1,J rN.3 NOW, THEREFORE, WITNESSETH: For good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: 1. Recitals: The Recitals are made a material part hereof and incorporated herein by reference as if set out in full. 2. Approval of Rezoning Application: The Owners hereby ratify and approve the Rezoning Application,that certain Proffer Statement bearing a revision date of September 18, 2014,that certain Special Limited Power of Attorney dated September 19,2014,and all documents submitted in connection therewith,and are bound by all such documents,as evidenced by their execution of this Supplement to Rezoning Application. This Supplement To Rezoning Application is made part of the Rezoning Application,that certain Proffer Statement bearing a revision date of September 18,2014, that certain Special Limited Power of Attorney dated September 19,2014,and all documents submitted in connection therewith. WITNESS the following signatures and seals: JGR THRE ByCC (SEAL) STATE OF SOUTH CAROLINA,AT LARGE, CITY/COUNTY OF �'a��Ff' ,to-wit: The foregoing instrument was acknowledged before me on the 24 day of 2014,by John G. Russell,III,who is Manager of JOR THREE,LLC,a Virginia Limited Liability Company. My commission expires `. 06 c? NO J CD C) N ELLEN, B • f% (SEAL) 01..' V. 1\V V IJLLL,llt,....nager STATE OF SOUTH CAROLINA,AT LARGE, CITY/COUNTY OF n-� ,to-wit: The foregoing instrument was acknowledged before me on the Z-6 day of 1 - ,2014 by John G. Russell III .:�q p, pager of ELLEN,LLC,a Virginia Limited Liability Company. `""""-span xp�ts 7 My commission expires LCR,LLC IMMBy:_ '(SEAL) STATE OF SOUTH CAROLINA,AT LARGE, CITY/COUNTY OF aF,14-r- ,to-wit:rT %-/—he foregoing instrument was acknowledged before me on the day of Ste' 2014,by Linda C. Russell,who is Manager of LCR,LLC, a Virginia Limited Liability Company. My commission expires C _' sign Expresr,= 21 2017 NOT1 c) N MDC T n By:t (SEAL) —111 U. 1iV JJt.LL, III, Ivicludger STATE OF SOUTH CAROLINA,AT LARGE, CITY/COUNTY OFj �fyn'' ,to-wit: The foregoing instrument was acknowledged before me on the "-- day of 3�>z-n,a`3s 71_ ,2014,by John G. Russell,II1, who is Manager of MDC THREE, LLC,a Virginia Limited Liability Company: My commission expires Nt � o SUSAN By: (SEAL) STATE OF SOUTH CAROLINA,AT LARGE, CITY/COUNTY OF;;.,, ,to-wit: The foregoing instrument was acknowledged before me on the �b day of 2014,by John G. Russell, I1I,who is Manager of SUSAN SANDERS, LLC,a Virginia Limited Liability Company. My commission expires NC C:) C:) N Cil -- W � HILL,L.C. i By: 1 . [.r�EAL)cl STATE OF VIRGINIA,AT LARGE, CITY/COUNTY OF The foregoing instrument was acknowledged befor ,2014,by Richard G.Dick,who is Virginia Limited Liability Company. My commission expires ,,�rrrrr�rr ,err 014. 'AARYr PUBLIC ilt i AEG.#258315 MY COMMISSION �i• EXPIRES l (SEAL '�,,�D '•••• • �.`_ �. YHJ H.171LY1 Uy RI\ n DICK,his EA LTN % -Fact �r8rnnr�`� STATE OF VIRGINIA,AT LARGE, 4/14L 'ti O to-wit: Le The foregoing instrument was ac ► wledged before me o t e day of 2014,by Richard G. ( .Dick. My commission expires ■ NOTARY PUBLIC �`'•¢ON M,aU y�P•. PGUBL C •`�� AEG.#258315 t MY CO Psi I O C:) N Q-% I(SEAL)�� - i.DICK,his Attorn -m-Fact STATE OF VIRGINIA,AT LARGE, 31 R_ CITY/COUNTY OF to-wit: Z�A The foregoing instrument was acknowled ed before me on the da of 2014,by Richard trmission expires TCS': NEG.#258315 NOTARY PUBLIC= :�¢ : ' n; MYC0lVV:SSI0N Q - __ _' : �1 _ _ _j&EAL) 'Fq LTH CF / MICHAEL E.DICK,by RICHARD G.DICK,his '°+,,,, „ -------- -Fact SWA= ,AT LARGE, O�-1 C _ to-wit: l The foregoing instrument was ackn t g�Co�e ed befo e e o f 2014,by Richard G. �77ick. My commission expires NOTARY PUBLIC O ' �`�� .• � .•' NOTARY'•. <"': ' PUEUG 7 NEG.#258315 '. n: MY"001-SION - '�,, FA L T H C` ,� I1 CD t'ti3 EXHIBIT«A» PARCEL ONE: All of that certain lot or parcel of land., together with all improvements thereon and all rights, rights of way, and appurtenances thereunto belonging, containing 107.4389 acres,more or less,more particularly described on that certain plat titled `Boundary Line Adjustment Between Governors Hill and Winchester Regional Airport"dated March 28,2006,revised August 31,2007,drawn by Cory M. Haynes, L.S., attached to that certain Deed of Boundary Line Adjustment dated September 21,2007, of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument No. 070015617,and incorporated herein by reference as if set out in full. `ax Map No.: 64-A-86 PARCEL TWO. All of that certain lot or parcel of land, together with all improvements thereon and all rights, rights of way, and appurtenances thereunto belonging, containing 14.7423 acres, more or less,more particularly described on that certain plat titled"Plat Showing Right of Way Dedication&Dedication/Vacation of Various Easements on the Property of Carpers Valley Development, L.L.C."dated May 11,2007,revised November 28, 2007, drawn by Cory M. Haynes, L.S.,attached to that certain Dedication for Street Purposes and Vacation of Easement dated January 4, 2008, of record in the aforesaid Clerk's Office as Instrument No. 080002019, and incorporated herein by reference as if set out in full. Tax Map No.: 64-A-87 The foregoing Parcel One and Parcel Two are the same lands acquired by the Owners by that certain Trustee's Deed dated December 30, 2013,of record in the Clerk's Office of the Circuit Court of Frederick County, Virginia as Instrument No. 140000018. MLBlpntn/stub c:Toreclosur&,Carpers Valley supplement to Rezoning Application 9;`26114 egg plat OFFICIAL RECEIPT FREDERICK CIRCUIT COURT DEED RECEIPT DATE: 10/16/14 TIME: 10:12:08 ACCOUNT: 069CLR140008703 RECEIPT: 14000018099 CASHIER: VHE REG: WE17 TYPE: OTHER PAYMENT: FULL PAYMENT INSTRUMENT 140008703 BOOK: PAGE: RECORDED: 10/16/14 AT 10:12 GRANTOR: CARPERS VALLEY DEVELOPMENT LLC EX: N LOC: CO GRANTEE: CARPERS VALLEY DEVELOPMENT LLC EX: N PCT: 100% AND ADDRESS : I RECEIVED OF : FREDERICK COUNTY VIRGINIA CHECK: $40.00 DESCRIPTION 1: SH DIST PAGES: 29 OP: 0 2: NAMES: 0 CONSIDERATION: .00 A/VAL: .00 MAP: MISC PIN: 301 DEEDS 28.50 145 VSLF 1.50 106 TECHNOLOGY TRST FND 5.00 TENDERED 40.00 AMOUNT PAID: 35.00 CHANGE AMT 5.00 CLERK OF COURT: REBECCA P. HOGAN PAYOR'S COPY RECEIPT COPY 1 OF 2 ', JAI jIM CH ;N1 V; CL CA) LLJ mD) L. cl- �Z a I C> LU LU U1 ga uj y -M U-j cr tom. p LL0 .-U) LLJ af 0 ui LLJ LU Z 0 Q Jill C NR It R I I -T / "w1177 w aip ti 37 t 33 L i 33 EaoulM M` � Raw �� '`_ ��1 IPASPHALi PEDESTRIAN.BICVCLETR.UL -'amu TYPICAL PUBLIC SIREET/00-1000 ADT TYPICAL ALLEY Powf+ TYPICAL PUBLIC STREEftie1°' ,yTE POEASMENT-/6'fAVEMEA'T �nTIC'U'PAIVAT&STREET (VIVtFSTOIJE pRryBSBCI'IOA(d LANE SECRON '� NIS .ARS ADT=IO,d00 WPDwPp S�xd 10 AAN ' N'rd M P.Itan N.rrta Ru.t 8 Asa°a Ilaltt.t Governors Hill L'°n Enyinaan.Sumyo.Plan�ara.Londecepe rc ec a. ' OVELL PLAN MASTER DEVELOPMENT PLAN 12%.oi�,� 1"Lill[ F11 1�1= 'm r. _ FPE�Potl(CWN!Y,NRGINIA Z pF y maven 7 I r SWR Land'Bay4 / A�n.6ae 811PAvtFi Ell- �+ � naKuaiP�nm = .`• ift 7 r Govemors Hill ` T T MASTER PLAN MASTER DEVELOPMENT PLAN Pj tTIR—A a° F�09iICKCDUNiV,VINc�lYl1 "`�' 3° 4 4=== Ad arae Note: ------- Th,Bou.d,,yIbnrtb..h—o.thi,peg.1.Wid—WO-1pup..only. Governors Hill BOUN)ART bUKVtT 6 APPROVED MASTER DEVELOPMENT PLAN ROFFER STATEMENT 4 w 4 i . i �•:- b uw'rm — - —tea _ ue[ x b wM� xm xrc uea � w� ,.i� rxr"x r� r612 a� I- fi W xm Ex i °$l �o �0 FFSITE IMPROVEMENTS COVERSTONE DRIVE PROFFERED CONSTRUCTION REQUIREMENT PHASE A— PHASE 1 M—PRIOR TO FIRST COMMERCIAL OCCUPANCY PERMIT OR RESI ENTIAL BUILDIN PERMITOF COMMERCI — PHASE 2.31IIIIIIIIIIIII—PRIOR TO OCCUPCY PERMIT TO ALLOW OVER�00,000 S PHASE CPHASEB— PHASE 3 MM—PRIOR TO OCCUPNCY PERMIT TO ALLOW OVER 800,000 S OF COMMERCAiqt L BUILDING FLOOR AREA BUILDING FLOOR AREA PHASE 4 —(DESIGN ONLY)COVERSTONE DRIVE OFF-SITE TO FUTURE CUTE 522,R�SF)ONSIBILITY ENDS 30 JUNE 201$ r r I I o U.S.ROUTE 50-CUSTER AVE-PRINCE FREDERICK DR Vi .; 1 r- / w 1�\ U.S.ROUTE 50I- INVERLEE WAY- SITE DRIVEWAY/COVERSTONE DRIVELU z 0 CLat � LOFFSITE IMPROVEMEN S. ROUTE 50-SULPHUR SPRING ROAD � PHASE A a � ' cnar�cs�a�e PHASE B -- m PHASE COVERSTONE DR. - COSTELLO DR -PRINCE FREDERICK DR �.� ONE LOGISTICS PARK WINCHESTER IMPACT ANALYSIS STATEMENT y' wm SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA APPLICANT / CONTACT: WICKSHIRE INDUSTRIAL LLC SWM2 C/O MR. EDWARD PODBOY G E t 2 318 RIVIERA DRIVE99 VIENNA VA 22181 EMAIL: epodboy@wickshiregroup.com OWNERS: JGR THREE LLC ET ALS HOCKMAN INVESTMENTS LLC GOVERNOR'S HILL LLC REVISED 02/09/2020 PREPARED BY: ► Gordon CONTACT: CHRIS STEPHENSON 4501 DALY DRIVE CHANTILLY, VA 20151 703-262-1900 ONE LOGISTICS PARK INTRODUCTION This report has been prepared for the purpose of assessing the impact on Fredrick County by the proffered rezoning of a 277.22 acre assemblage identified as Tax Map Parcels: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86, & 64-A-87. The subject property is located on the south side of Millwood Pike (U.S. Route 50) and on the north side of the Winchester Regional Airport. The 277.22-acre assemblage is currently zoned R4, Residential (Planned Community District). This application proposes to rezone the 264.72 acre of the assemblage to M-1 (Light Industrial) and 12.5 acres to B-2 (General Business) Districts with up to 2,995,600 square feet of building area. This application seeks to change the current residential zoning designation to provide land uses that are light industrial and general business in nature which are more appropriate given the immediate existing / surrounding uses. To further support this effort, the property is also within the limits of the Airport Support Area where residential development is not desired. Successful entitlement will allow the property will be marketed / developed with any of the allowed and conditional uses as permitted by the respective zoning districts. Those types of uses supports the business development focus goals of the Comprehensive Plan while benefiting the community by offering viable economic development opportunities. BASE INFORMATION LOCATION: FRONTING ON THE SOUTHSIDE OF MILLWOOD PIKE (US ROUTE 50 EAST) AND THE NORTH SIDE OF WINCHESTER REGIONAL AIRPORT. MAGISTERIAL DISTRICT: SHAWNEE DISTRICT PROPERTY ID #'S: 64-A-83, 64-A-83A, 64-A-84, 64-A-85, 64-A-86 & 64-A-87 CURRENT ZONING: R4 (RESIDENTIAL PLANNED COMMUNITY DISTRICT) CURRENT USE: VACANT PROPOSED ZONING: M1 (LIGHT INDUSTRIAL DISTRICT) 264.72 AC B2 (GENERAL BUSINESS) 12.5 AC TOTAL PROPOSED SF: 2,995,600 SF TOTAL REZONING AREA: 277.22 AC 2 COMPREHENSIVE PLAN The One Logistics Park Winchester rezoning application is within the Senseny/Eastern Frederick Urban Area Plan per the 2035 Comprehensive Plan. Previous approvals on the properties have designated the west side of the project as intended to be General Business and Industrial Transition uses. The properties on the east side are currently intended to be high density residential (12-16 units/acre). The entire assemblage is within the Sewer and Water Area (SWSA) and approximately 115 acres are within the Urban Development Area (UDA). The application is also within the limits of the Airport Support Area. The 2035 Comprehensive Plan identifies the subject properties with a commercial/transition and residential land use designations. While the requested M1 (Light Industrial) District is generally inconsistent with the Comprehensive Plan, it should be noted that the proposed change of use is consistent with the land use plan that was in effect prior to the Governors Hill rezoning. This area is also within the limits of the Airport Support Area, where residential development is not desired for properties in this area This proposal supports the intended business development goals envisioned by the County for this area. It will increase the employment potential as encouraged by the 2035 Comprehensive Plan and provides more complimentary uses adjacent to the Winchester Regional Airport. It would also remove residential zoned land from the Airport Support Area where it is currently discouraged. Together these elements help support the future airport expansion and establishment of commercial and industrial land uses on the subject parcels. SUITABILITY OF THE SITE The subject parcels do have environmental features such as flood plain, wetlands, and steep slopes. These features are minimal when compared to the entirety of the 277-acre assemblage. Through well thought out site planning, and engineering practices, land disturbance will be limited in accordance with applicable regulatory standards. Flood Plains The 277.22-acre portion of the subject property does contain areas of flood plain (Sulphur Springs Run) as demonstrated on FEMA NFIP Map #51069CO219D, Effective Date September 2, 2009, as well as information from the Frederick County GIS Database. No proposed buildings will be located within the limits of the flood plain. A floodplain study or alteration will be processed with Frederick County and FEMA for improvements within the floodplain, as required. 3 Wetlands The National Wetlands Inventory Map identifies five wetland features on the site, all of which are man-made ponds. Any disturbance will be limited in accordance with applicable regulatory standards. More detailed environmental investigation will be completed prior to the site plan and construction process. Any wetland impacts that are required will be processed to comply with all County, State and Federal regulations. Soils and Steep Slopes Per the Soil Survey of Frederick County, Virginia, and the Frederick County GIS Database, the parcels subject to this application contain nine soil types within the limits of the application. The following soil types are present: • 113 Berks Channery Silt Loams 3-8% slope • 1C Berks Channery Silt Loams 8-15% slope • 3B Blairton Silt Loams 2-7% slope • 9B Clearbrook Channery Silt Loams 2-7% slope • 36 Pits, Quarries, and dumps • 41B Weikert-Berks Channery Silt Loams 3-8% slope • 41C Weikert-Berks Channery Silt Loams 8-15% slope • 41D Weikert-Berks Channery Silt Loams 15-25% slope • 41E Weikert-Berks Channery Silt Loams 25-35% slope The existing soils onsite are generally suitable for site construction provided the proper drainage, grading and sloping are maintained during and after construction. The existing soil characteristics and any implications for site development are manageable through the site engineering and construction processes. Steep slopes (areas of 50% slope or greater) exist along the frontage of the site and adjacent to four ravines that drain the site to Sulphur Spring Run. Some disturbance of these areas may be necessary to implement the project grading and stormwater management systems. Surrounding Properties NORTH • U.S Route 50 (6 lanes, median divided public road) • Existing residential (more than 500' away) • Zoned: RP (Residential, Performance District) 4 SOUTH • Winchester Regional Airport • Future expansion / site access planned through subject area EAST • Existing light industrial / commercial uses • Zoned: M1 (Light Industrial District) WEST • Existing Army Corps of Engineers Facility • Zoned: B2 (General Business District) TRANSPORTATION The One Logistics Park Winchester project will be served by a transportation network designed and constructed to accommodate automobile and truck traffic safely and efficiently. The roadway network incorporates the general route location to extend Coverstone Drive as a collector road from Millwood Pike to the existing road adjacent to the Sheriffs east of Prince Frederick Drive. The external road system serving the site is comprised of Millwood Pike (Route 50/17 East), Prince Frederick Drive (Route 781), Coverstone Drive, and Pendleton Drive. Millwood Pike is a four-lane major arterial roadway, Coverstone Drive is proposed as a two-lane major collector and Prince Frederick Drive is a two-lane minor collector road. Pendleton Drive is a two-lane local roadway connecting to the east which provides alternative access to Arbor Court and Victory Road (Va. Rte. 728). The regional roadway network was planned as part of the Governors Hill approvals through 2013,which supported residential, office, and commercial activities with Coverstone Drive planned as a four-lane divided roadway, and off-site improvements at Millwood Pike intersections at Prince Frederick Drive and Sulphur Springs Road. The proposed land use plan significantly reduces the site traffic potential of the property by removing the residential use component and focusing on general industrial uses as recommended in the County Comprehensive Plan, with the general industrial uses, and ancillary commercial use in one land bay adjacent to the Millwood Pike/Coverstone Drive/Inverlee Way intersection, the anticipated site Daily trips at build-out are reduced from over 46,000 Vehicles per Day (VPD) under existing zoning with the Governors Hill uses to approximately 17,600 VPD, or a reduction of over 60 percent. With the significant trip reduction, the on-site public roadway network maintains the ultimate R-O-W for the four-lane extension of Coverstone Drive, but phases the construction to provide the link connection as a two-lane road with turn lanes and widening at Millwood Pike for a four lane section with a raised median. The applicant has maintained off-site turn lane improvements at Costello Drive/Prince Frederick Drive intersection as well as off-site road contributions and trip thresholds in the proffers. However, the 5 biggest change in the development with the employment uses is to establish the initial construction of Coverstone Drive as a through road to provide public street access. The transportation improvement program proffered with this application will improve existing off-site transportation shortfalls identified within the TIS prior to the inclusion of the proposed development impacts to the transportation network. The implementation of this program will occur in Phase A of the development, as specified by the Proffer Statement (see attached). The transportation proffers included with the application mitigate all impacts of the proposed rezoning, by providing the ultimate R-O-W for the public street network and building improvement to service the subject uses. A traffic impact study (TIS) is under preparation for this application using the current updated land use plan and extensive VDOT coordination on the technical scoping. Using trip generation figures from the latest edition of I.T.E. Trip Generation Manual, the TIS projects that the proposed development will reduce vehicle trips greater than 60%from the commercial uses assumed in the transportation studies from the RZ#10-08 rezoning approval. The TIS further includes additional study area roads and intersections from the Governors Hill rezoning study to reflect the regional improvement programmed by VDOT west of the site at the 1-81 interchange. The study also provides the initial on-site traffic operations for Coverstone Drive at the proposed site entrances to verify turn lanes, which provide guidance for future site plan reviews. Based on the traffic forecasts, we anticipate the proposed Coverstone Drive two-lane section with turn lanes will adequately support the build-out of the property with the general industrial uses, as well as accommodate through traffic. The improvements also include the extension of a shared use path along Coverstone Drive with the site build-out to provide pedestrian linkages. The transportation network does include phasing for the local street, by connecting Pendleton Drive to Coverstone Drive extended. The local network supports additional access to the adjacent Airport and provide alternative access to the existing employment uses adjacent to Arbor Court. The Pendleton Drive connection will not be completed until Phase 2 activities, so as not to overload the existing roads. Additionally,the applicant is preparing the signal justification forthe proposed US Route 50/17/lnverlee Way/Coverstone Drive intersection.The study forthe location is provided consistent with the previously approved proffers for the intersection and the current VDOT guidance to assess alternative intersection configurations for new signal locations. Previous approved proffers required signalization when warranted. The analysis is accelerated to verify geometry. The significant reduction in proposed site trips, the proposed commitment with the updated proffers to provide the ultimate R-O-W, and construction of Coverstone Drive from US Route 50/17 (Millwood Pike) to the existing segment of Coverstone Drive east of Prince Frederick Drive (Va. Route 781) will support the subject site with employment uses. 6 SEWAGE CONVEYANCE & WATER SUPPLY The proposed change in zoning of the property is expected to result in a reduction to overall impact to the water demand and the sanitary sewer discharge. This is a result of the change in use from the higher demands of planned residential use to the proposed light industrial development. Sanitary sewer service will be provided by Frederick Water via an existing 8" sewer line that ties into the 12" sewer main located on the south side of Millwood Pike along the frontage of the site. This infrastructure will be expanded pursuant to Frederick Water requirements to serve the entire site and enable gravity flow to the existing main (where possible). A pump station or grinder pumps may be required to serve the buildings proposed on the east side of the property. Water is currently served by a 12" water main which currently extends through the central portion of the site. This water main will be rerouted, as necessary, with the final engineering associated with the site development. This infrastructure will be expanded pursuant to Frederick Water requirements. Sufficient water capacity exists to serve the domestic and fire protection demands of the project. The proposed land uses have a maximum sanitary estimated flow of about 390,000 GPD based on +/- 277 acres of light industrial land use. A preliminary computation is as follows: Estimated Flow = Area * Estimated employees/acre * Flow/employee Estimated Flow = 277.22 acres * 40 employees/acre (per section 3.2.A of Frederick Water Standards and Specifications) * 35 gallons/employee (Table 3 of the SCAT Regulations 9VAC25-790-490) Estimated Flow = 388,108 GPD — 390,000 GPD Actual water and sewerage flows will be determined at the time of final site engineering. SITE DRAINAGE The rezoning of the subject property will not result in significant changes to the existing site drainage patterns. The site generally drains north to Sulphur Spring Run via several pronounced drainage divides. It is anticipated that stormwater BMP's and dry ponds will be implemented to meet local, state and federal stormwater development requirements. Stormwater design along with erosion control practice will mitigate adverse stormwater discharge impacts. Design of temporary and permanent facilities will be provided with final engineering and will comply with all County, State and Federal regulations. SOLID WASTE DISPOSAL The rezoning of the subject property from residential to proposed light industrial uses will not result in an increase of solid waste and therefore will not adversely affect the County's disposal facilities. Solid waste from the project will be collected and deposited in the Frederick County landfill following via private carrier(s) contracted by the individual users. 7 HISTORICAL SITES AND STRUCTURES The Senseny/Eastern Frederick Land Use Plan does not identify the subject properties with any known historic sites or structures. The proposed rezoning will not create negative impacts associated with any historic resources and prior to approval of first site plan a Phase 1 Archaeological Investigation will be conducted. IMPACT ON COMMUNITY FACILITIES The rezoning of the subject properties to the M1 and B2 districts will have a positive impact on the community by generating economic diversity though the creation of employment opportunities. This application will expand the commercial tax base while allowing for the continuation of a lower residential tax rate. In addition, this project would lessen the demands/impacts on County and community facilities such as schools and parks that would have been typically generated if the properties were to be developed under the current zoning. Impacts to the transportation network will be mitigated by the proffered transportation improvements as specified in the pending proffers. Any visual or nuisance impacts on the surrounding property are being taken into consideration. The property will be developed in a manner that is logical, efficient and minimizes land disturbance to greatest extent possible. Helping with the mitigation efforts, is a commitment to providing an additional 50' to the required full-distance buffer adjacent to Route 50. Tree save opportunities have been incorporated where possible. The combination of the additional buffer setback, landscape requirements and tree save together help to mitigate impacts on the Route 50 viewshed. 8 W R3,URG SDENC �1; USE MEMORANDUM 1frrdnia tJeu�sra:r%t^.rtt 44`5"YanSfd�tk-,i7t?;"9. DATE: i. Ii January 29,2021 TO: Mark Cheran,Frederick County Zoning and Subdivision Administrator FROM: Bradley S,Riggleman,PE,Area Land Use Engineer RE: Rezoning Comments—One Logistics Park Mr.Cheran, The VDOT Edinburg Residency,along with Staunton District Traffic Engineering and Planning,have completed a review of the rezoning application,proffer statement,and Generalized Development Plan(GDP)for One Logistics Park in Frederick County. As you know,this is a major rezoning of±270 acres from a combination of residential and commercial to primarily industrial with a small area being commercial. This site sits along the south side of US Rt.50/17(Millwood Pike),which is currently classified as a Minor Arterial and carries an average of 18,000 vehicles per day. This site is approximately one mile east of the Interstate 81 Interchange(Exit 313). The Frederick County 2035 Comprehensive Plan shows Millwood Pike as an improved Major Arterial with a six lane divided VVW q!* Thi site also id€nmI�lewm .roadways that are intended to be improved in the i`on prenensihe Plan. The Frec oun y 2035 Comprehensive Plan classifies both the 1-81/Rt. 50/17/522 Interchange,and the Rt.50/17 corridor between the 1-81 Interchange and future Rt.37 as"Current Needs Projects". A Traffic Impact Analysis'was produced by Pennon!(December 2020) to evaluate the impact that this proposed rezoning will have to the roadway network. The following comments will make several references to this Traffic Impact Analysis(TIA). neral Rezonint This proposed rezoning will have a measurable and significant impact to the roadway network. The TIA demonstrates that the Rt.50/17 corridor and 1-81 interchange will experience a major degradation in operations upon buildout. The rezoning documents and TIA attempt to diminish these potential imppcts by pointing out that there will be an overall reduction in traffic volume based on what the current zoning of this area would allow. While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property,there are two important observations to share.First,an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor.Second,the character of anticipated traffic is going to change significantly from passenger vehicles,to heavy vehicles. Transitioning from a residential/commercial use to industrial will introduce a much higher percentage of heavy vehicles (semi-trailers)to the network.,It could be expected that the currently zoned property(largely residential and commercial in use)would generate a very small percentage of heavy vehicle traffic (1%to 2%). The current TIA provided by the applicant shows that in specific proposed uses,the heavy vehicle percentage could be as high as 34.5%. When considering the overall length of a typical interstate semi-truck(73.5')and a much slower acceleration rate,one semi-truck could have the impact of between 6 and 9 passenger cars. The TIA does not provide any scenarios or traffic models that demonstrate the operation of the corridor assuming full buildout of the existing zoning, and thus fails to validate the assumption that a lower vehicle generation will have less impact to the network. Rezoning Comments—One Ltgisties Park Sheet 2 of 4 January 29,2021 t� The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time,the Winchester/Fro�derick County area has experienced significant growth and continues to be the most rapidly devuioping community in the Staunton District. Specifically,the Rt.50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union,FBI facility,and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape,it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and mak+ valuable steps towards the realization of the Frederick,County Comprehensive Plan. For these reasons,we would respectively offer that the desired comparison of a 2008 TIA to a 2021 TIA,is not germane to the questions of(1)what impacts are expected along the corridor should the rezoning be approved,(2)what mitigation has the applicant offered to address the advancement of the 2035 Frederick County Comprehensive Plan and impacts to the surrounding road network,and lastly,(3)is the proposed mitigation adequate to account for 13 years of additional growth and traffic delay along and around the Route 50 corridor. In an effort to evaluate needed improvements to accommodate this development,VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA (October 2020)to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the 1-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being"funded by others",with no specific identification of who that might be. The improvements were substantial,but unfunded,and not offered as mitigation by the applicant.Also,the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers,at VDOT's suggestion the final TIA submittal only:includes improvements offered by the applicant. The estimated range of planning level casts for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between$63 to $86 million. To provide perspective there are currently three publicly funded projects in this immediate area that together total$330 million. In conclusion,based on our evaluation,the proposed proffers do not include adequate improvements to Rt.50 and the 1-81 interchange to mitigate projected impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan. If this development is approved as is,it is expected that the Route 50/17 corridor and 1-81 interchange operations will erode to poor levels of service and high levels of congestion. Lastly,we wanted to share our planned response to the applicant's proffer letter and Generalized Development Plan: Rezoning Comments—One Logistics Park Sheet 3 o 4 January 29,2021 Proffer i9ornments: 1. Any reference to proffered highway construction needs to specify rural vs.urban typical section. Z. It is recommended to include the word"approximately" before any reference to proffered right-of-way. As design standards change,the right-of-way needs may also change in the future. 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. 4. Transportation Proffer 3.1needs toinclude VD0Tapproval. 5. Transportation Proffer 2.1: Replace"major roadways"with"public roadways". G. Transportation Proffer 2.2 needs to better define"half section". Is the intent to build two adjacent lanes with noseparation,orbuild the divide median with one lane mneach side of the median? |t/syDOT'mrecommendation toconstruct a divided two-lane cross section. 7. Transportation Proffer 2.2, Phase I indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however,there is not mention of when the roadway surface will becompleted. /tisnot favorable for base asphalt tmbe exposed toweather for along period mftime before sealing with surface asphalt. It is recommended to change this language from "constructed to base asphalt"to"completed". 8. Transportation Proffer 2.J: There is a discrepancy between the proffer language and the GDP towhere Phase 1ends. The proffers indicate Phase 1ends atthe primary entrance to land bay 3,and the GDP shows Phase 1extending bmthe land bay 3boundary. g. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed asalocal road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersectsCoversbzne Drive inclose proximity tnwhere Pendleton Drive isbeing located. |sthe intent wfthe Comp Plan for Pendleton Drive tmbeaMinor Collector? If this imthe case,this proffer needs tobeworded assuch. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards, unless otherwise approved by VDOT. 11. Transportation Proffer 2.5.2'b should berevised bnthe effect,"SiQnaUzation ora/ternative intersection construction, if deemed warranted bV\/DDT and subject tmVD0Tapprmva|—° 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently,there/saright turn lane atthis leg ofthe intersection. The proffer should berevised tothe effect, "Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left,left/thru,and right turn lane. including modifications tothe existing signal and geometric improvements mfthe crossover." 13. Transportation Proffer 2.7should be removed. 14. Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment of CoveotonwDrive and Pendleton Drive,vverecommend removing Note#1orrevising it to only address potential minor adjustments to these public roadway alignments.VDOT should bmcalled out asbeing responsible for approving roadway alignment asxveUaxentranms locations, not just County Planning. Rezoning Comments—One Logistics Park Sheet 4 o 4 Jmnuary29,2821 2. Since the GDP does not show development elements other than the alignment of CmverstmneDrive and Pendleton Drive,merecommend removing Note#1orrevising itto only address potential minor adjustments to these public roadway alignments.VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations, not just County Planning. Please feel free tocontact mneifyou have any questions. Sincereby, Bradley S. RiQg|emnan, P.E. Area Land Use Engineer—Edinburg Residency Cc: John Bishop, Frederick County,Assistant Director,Transportation Tyler Klein, Frederick County,Senior Planner Edwin Z.Carter, Edinburg Residency Administrator Jeff Lineberry, P.E.—VD[yTTransportation and Land Use Director Terry Short,A|CP,t/DOT District Planning Manager Matt Bond, P'E.,VQUTDistrict Traffic Engineer • 13880 Dulles Comer Lane Suite 100 Hemdon,VA 20171 T:703-449-6700 F:703-449-6713 www.pennoni.com ce February 12,2021 Mr.Bradley S.Riggleman,P.E. Ms.Candice Perkins,AICP,CZA Area Land Use Engineer Assistant Director 3 VDOT Edinburg Residency office Frederick County Dept of Planning&Development 14031 Old Valley Piki 107 North Kent Street Edinburg,Virginia 22824 Winchester,Virginia 22601 cperkins@fcva.us Email: brad ley.rigsleman.@vdot.virginia gov RE: One Logistics Park Winchester Rezoning Rezoning VDOT Comments and Responses Millwood Pike at Inverlee Way(Va.Rte.1520)/Future Coverstone Drive Extended Frederick County,Virginia Pennoni WICKG20001 Dear Mr.Riggleman and Ms.Perkins: The following responses are provided to support the subject rezoning and respond to the VDOT January 29, 2021 referral comments to Mark Cheran at the County. It is our understanding that responses to the January 29.2021 SJR referral comments are not required,as VDOT has approved the January 2021 resubmission. The responses to the VDOT January 5,2021 comments include: 1General Rezoning Comments Page 11: Previous 2008 Study While there will be a decrease in overall potential traffic generation when compared to the original 2008 traffic study for the property,there are two important observations to share.First,an acknowledgement that 13 years have passed since the original traffic study which did not fully account for the growth the County has experienced over this time along the Route 50 corridor.Second,the character of anticipated traffic is going to change significantly from passenger vehicles,to heavy vehicles. Response: Noted. The traffic study was updated to reflect changes in the last 13 years to reflect current traffic conditions,localized growth,and the VDOT guidance for traffic analysis with an extensive scoping pro fess last summer.The technical analysis did include heavy vehicle assignments in the peak hour capacity analysis,as agreed to by VDOT,to verify traffic operations by approach at the signalized locations.Truck traffic for the proposed uses is between 5 and 11%of the total site traffic in Phases A and a of the proposed development,with industrial uses assumed. The total weekday peak hour and daily trips will be reduced if high-cube warehouse distribution centers were developed.To be conservative, VDOT and the County requested and the applicant agreed to a technical analysis with the higher industrial trip thresholds to assess site impacts,to provide flexibility to respond to future market conditions with the zoning. acs Mr.Bradley S.Riggleman PE&Ms.Candice Perkins ACIP February 12,2021 Page 2 One Logistics Park Winchester Rezoning r----,nts VDOT Responses (General Rezoning Comments Page 21: Proffers The proffer statement appears to largely reflect proffers put into place back in 2009 that were included with the Governors Hill residential rezoning. Since that time,the Winchester/Frederick County area has experienced significant growth and continues to be the most rapidly developing community in the Staunton District. Specifically, the Rt. 50/17 corridor has seen significant development with the opening of the Navy Federal Credit Union,FBI facility,and expansion at the Winchester Regional Airport. Due to this growth and a rapidly changing landscape, it is expected that a modernized evaluation of the roadway network in conjunction with such a significant change in land use would yield updated proffers that would mitigate operational impacts and make valuable steps towards the realization of the Frederick County Comprehensive Plan. Response: These other sites did not include analysis of the 1-81/50/17/522 junction in their studies. The subject traffic study included the Impacts of the other development. We note that the site proffers previously included public Improvements and dedication values but were not initiated due to the extensive costs of constructing Coverstone Drive extended on-site.We also note that the County and VDOT previously identified the on-site roadway Linkage of Coverstone as a regional facility and had allocated$2 million in VDOT matching funding out a $4 million project for the extension of Coverstone Drive between the County Public Safety Center site and Millwood Pike (VDOT UPC 107227) consistent with the adopted 2017 County Comprehensive Plan. Since funding was removed In 2019, with this subject rezoning, the applicant Is committing to the road location and partial construction of this linkage with the proffers,without requesting credit for regional road construction. General Rezonina Comments Page 2).* 1-81 Improvements In an effort to evaluate needed improvements to accommodate this development,VDOT drew upon potential roadway modifications that were included in one of the earlier revisions of the TIA(October 2020)to come up with a planning level cost estimate for potential roadway improvements. The October TIA included significant modifications to the 1-81 interchange along with improvements at a number of intersections east of the interchange. These improvements were shown in the October TIA as being"funded by others" with no specific identification of who that might be. The improvements were substantial,'but unfunded, and not offered as mitigation by the applicant.Also,the October submittal did not provide a future condition scenario where these improvements were not in place. So that the report would be transparent to the reader and decision makers,at VDOT's suggestion the final TIA submittal only includes improvements offered by the applicant. The estimated range of planning level costs for these unfunded improvements as identified by the applicant's engineering consultant from their October submittal is between$63 to$86 million. Response: Analysis updated In December 2020 to not include the alternative capacity evaluations from the October 2020 report. As noted In the TIA revisions,the submitted traffic study for this site was the first to Include the other approved'pipeline' developments in a 101 Mr.Bradley S.Riggleman PE&Ms.Candice Perkins ACIP February 12,2021 Page 3 One 129!1�k Winchester Rezonin,Comments VD capacity analysis for the 1-81 junction. The 1-81 bridge interchange forecasts for the Millwood Pike junction had not been updated for the future year conditions in the resources provided to the development team since the rezoning scoping review.VDOT Internal preliminary VJuST analysis of alternative intersection configurations at the US Route 522 signal were based on the 2017 traffic counts used for the VDOT 1-81 bridge enhancement project (UPC 113535). While we recognize that the VDOT interchange Improvements are critical to the corridor and provide Increased capacity,n the bridge, our concern is that this site is noted as the primary project to add trips to the junction, without regional traffic relief.The additional other`pipeline'projects noted above also contribute to the Millwood Pike growth,and those projects did not provide mitigation to the interchange. We understand that the MPO is reviewing alternative project Improvements for the 11- 81 junction, along With revisiting the Route S22 realignment location as shown in the County Comprehensive Plan. These resources may Identify other regional needs for the study area intersections,which should account for the planned and approved growth. As noted in the December 2020 coordination meeting at the Airport With VDOT, the traffic study as scoped did not account for the Crossover 8oulevard/1-81 bridge impacts, so the future year"no-build"and"build"scenarios in the October 2020 and December 2020 traffic reports overestimated traffic on US Route S22 at the 1-81 junction. The scoping agreement did not note this potential diversion of traffic and Pennoni did not adjust the forecasts for the technical submissions last year. Overall, the general technical report format and analysis was condv4ded to be consistent with VDOT guidelines. The December report only Included proffered Improvements and committed resources at 1-81 and identified the deficiencies of the signals on Millwood Pike east of 1-81 that will require future improvements. • LQenerol Rezoning Comments Page 2): Conclusions In conclusion,based on our evaluation,the proposed proffers do not include adequate improvements to Rt. 50 and the 1-81 interchange to mitigate projected impacts and to make advancements toward the realization of the Frederick County Comprehensive Plan Response: As noted above,the proposed proffers are updated to reflect the localized access and regional roadway network Improvements associated with the subject site, with development with primarily Industrial uses In the M-2 zoning, with support commercial. The site trips reflect the employment activities and heavy vehicle components,which are noted to reduce trip generation from 47,085 to 17,606 vehicles per day, In relation to the approved zoning for Governors Hill. The proposed land use change to remove approved residential uses adjacent to the Airport and the commitment to provide on-site regional roadway infrastructure are significant elements consistent with the County Comprehensive Plan and were the basis of the proposed proffers. 102 Mr.Bradley S. Riggleman PE&Ms.Candice Perkins ACIP February 12,2021 Page 4 One Logistics Park Winchester Rezoning Comments VDOT Responses Proffers 1. Any reference to proffered highway construction needs to specify rural vs.urban typical section. Response: Agreed. Added reference to "Urban" for curb and gutter section as proposed for Coverstone Drive and Pendleton Drive. 2. It is recommended to include the word"approximately"before any reference to proffered right-of- way. As design standards change,the right-of-way needs may also change in the future. Response: Agreed,text added as"approximate". 3. Land Use Proffer 1.1: Remove the reference to ingress/egress and intersection alignment. This should be covered under Transportation and subject to County Planning and VDOT approval. Response: Agreed,moved to section 2.1 regarding transportation. 4. Transportation Proffer 2,1 needs to include VDOT approval. Response: Agreed,added VDOT approval. 5. Transportation Proffer 2.1: Replace"major roadways"with'public roadways". Response: Agreed,changed to"public"text. 6. Transportation Proffer 2.2 needs to better define"half section". Is the intent to build two adjacent lanes with no separation,or build the divide median with one lane on each side of the median? It is VD07's recommendation to construct a divided two-lane cross section. Response: Text added to reference read section and transitions for Phase 2 and 3. However,we A!HM with the recommendation to construct a divided two-lane section due to the grading Impacts and cost Increase. Our experience with partial sections is that doing the"one side has been the typical application, especially without left turn lanes at the local Intersections. 7. Transportation Proffer 2.2,Phase I indicates that Coverstone Drive will be built to base asphalt before the issuance of a certificate of occupancy, however, there is not mention of when the roadway surface will be completed. It is not favorable for base asphalt to be exposed to weather for a long period of time before sealing with change this a sur ce asphalt. It is recommended to c ge s f language from"constructed to base asphalt"to"Completed". Response: Text added to reference County input to Include bonding and construction with a minimum section for use for land bay traffic. We note that an intermediate course may be needed, and all degradation In road for Interim conditions will still require VDOT approval of the road construction for ultimate street acceptance. 103 Mr.Bradley.S.Riggleman PE&Ms.Candice Perkins ACIP February 12,2021 Page 5 One LOAistics Park Winchester Rezonine Comments VDOT Responses 8. Transportation Proffer 2.2: There is a discrepancy between the proffer language and the GDP to where Phase 1 ends. The proffers indicate Phase I ends at the primary entrance to land bay 3,and the GDP shows Phase 1 extending to the land bay 3 boundary. Response: Agreed. GDP configuration maintained. The proffers are adjusted to shift the full construction of the 4-lane section to the south boundary of the land bay 3. We had envisioned the traffic study threshold to be satisfied at the primary land bay entrance, but since the traffic counts will be a function of the site plan details,the PHASE I proffer text Is updated. 9. Transportation Proffer 2.4 indicates that Pendleton Drive will be constructed as a local road. It appears that the Frederick County Comprehensive Plan includes a new Minor Collector that intersects Coverstone Drive in close proximity to where Pendleton Drive is being located. Is the intent of the Comp Plan for Pendleton Drive to be a Minor Collector? If this is the case,this proffer needs to be worded as such. Response: DiLauee. Proffers maintain reference to the local road standards.The existing section to the south functions as a local street for access driveways and connection to Arbor Court. The County Comprehensive Plan reference as a two-lane collector street aligned with an extension of access at Route SO at Sulphur Springs was generally Included in the County Plan as 'placeholdee for alternative parcel access to property assembly south of Millwood Pike. The applicant with this rezoning is committing to no new entrances to Millwood Pike(except for Coverstone Drive extended)In this application, which in our opinion,provides an alternative to collector road function. The original rezoning for Governors Hill with residential/commercial and office uses Included scenarios with and without the previous'7azwell Road"extension to the site. As part of the County's land use approval in 2009 through amendments through 2014, additional collector road R-O-W was not required by the County. With the revised scoping edits last summer,the need for a connection to the south via Pendleton Drive was discussed,but additional analysis of collector road Impact was not required. Road function as a collector could orient added traffic to the southeast,which Is a concern with the existing 90 degree tum on Arbor Court south of the Pendleton Drive/Arbor Court intersection. 10. Transportation Proffer 2.6 should specifically call out that road improvements will be constructed to meet the latest VDOT standards,unless otherwise approved by VDOT. Response: Agreed,text added. 11. Transportation Proffer 2.6.2.b should be revised to the effect, "Signalization or alternative intersection construction,if deemed warranted by VDOT and subject to VDOT approval..." Response: Partially ed text added regarding subject to VDOT approval. However, the submission of the Signal Justification Report as requested by VDOT should address the 104 Mr.Bradley S.Riggleman PE&Ms.Candice Perkins ACIP February 12,2021 One Lo istics Park Winchester Page 6 Regan! I Comments VDOT Responses requirements to review alternative intersection configurations. The report, as approved by VDOT January 29,2021 but subject to signature by the District Engineer, does not recommend the alternative configurations be Pursued. The proffer text in 2.2 Phase I maintained the "alternative" language since Part of the previous proffer structure. 12. Transportation Proffer 2.6.3 includes a reference to a right turn lane onto Millwood Pike from Prince Frederick Drive. Currently,there is a right turn lane at this leg of the intersection. The proffer should be revised to the effect,"Construct additional lane on northbound Prince Frederick Drive to provide a dedicated left,left/thru,and right turn lane. Including modifications to the existing signal and geometric improvements of the crossover." Response: Agreed,text updated. 13. Transportation Proffer 2.7 should be removed. Response: p Usffee. The context was included in the approved proffers regarding off'-site R-G-W, which allowed for contribution of estimated roadway costs for off-site improvements and derived to reference off-site improvements.The County Attorney has approved the language as draft in review to date and the Intent Is Part of the'agreement'subject to approval by the County Board of Supervisors between the County and Applicant. The language recognizes that some off-site improvement maynot be Implemented if off- site R-O-W is not available. The applicant should not have development stages and industrial employment uses potentially slowed or influenced by others.In this case,the proffered off-site improvements are generally related to turn lanes at two locations on Prince Frederick Drive In proffer 2.6, which is a secondary access for the subject property. 14, Transportation Proffer 2.9: The reference to Proffer 2.7 should be replaced with Proffer 2.6. Response: Agreed,text changed to 2.6. Generalized Development Plan Comments: 1. Since the GDP does not show development elements other than the alignment of Coverstone Drive and Pendleton Drive,we recommend removing Note#1 or revising it to only address potential minor adjustments to these public roadway alignments.VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations,not just County Planning. Response: Agreed,text revised to add VDOT approval in the note on the Gordon Associates GDP. 2. Since the GDP does not show development elements other than the alignment Of Coverstone Drive and Pendleton Drive,we recommend removing Note#1 or revising it to only address potential minor adjustments to these public roadway alignments.VDOT should be called out as being responsible for approving roadway alignment as well as entrance locations,not just County Planning. 105 Mr.Bradley S.RigglemnanPE&Mb Candice. ��uru��y�,�KQ� One Logistics Park Winchester Rezoning VDOT Responses — Page Response: GDP Updated. Repeat mfcomment 1. Additional Proffer Changes The County comments provided informally through the County planning office on the draft plans in January noted concerned about the potential project phas/n8forPhaseA/andbayac±k/itiesvvithoVt access to Phase 1 [nverstoneDrive construction / tMillwood Pihe Vwhi/ethe approved prof�'rsfo the site allow up to 300,000 8sfnfof0ce uses pr/or to the Phase 1 construction, the applicant is � removing the text in Proffer 2.2 PHASE 3 and Proffer 2.6 d.G fmr land ��y�cce�sfp� upto5O[lOOOsfof industria/uses. The prof��rintent was tosLimnu|atms�mactivhi- --the existing section ofCovenstone Drive via the County Public safety center site, using the existing road improvements built by the subject site. The language isremoved toaddress County concerns. The traffic study isnot updated,i butvenote that the Pre-phase Ascenario in the December 2O2OTraffic report would no |mnQerapply with the proffer change,since initial development for the site isoriented toCn«erstoneDrive atMillwood Pike (Proffer 2.2 PHASE 1). Closing Thanks,inadvance for your coordination and input. The edits tothe proffers aurequested have been made and the comments we disagree with are noted in the responses, with our justification. Wevvou/dsu0Kestthe County proceed w�hthe appUmationprocessing for the subject proffer changes incorporated. -' � Asalways, vvewould beglad tofurther coordinate with VDQTand Frederick County nnthe local and regional access e/ernents. Please contact me directly at /7O3> 840-4840, or Chris Stephenson at (�ordonat/7O3\Q89-O55Oifany questions. ' ' Sincerely, PENmVN/Asso[wEs,INC. Douglas R. Kennedy, PE Associate Vice President cc: EdPudbny-\&Qcksh/ms |ndustriaL LL[ J. Randall Minchevv-VVC[VV John Bishop-Frederick County Planning ChriotophevSteohenoon-Gordnn Wan Chong-Pennon| uAAccounts\wiCKG\W1CKG20001 - one Logistics Park - w/nchester\DOC pREP\RESPoNSES\Pennoni lLogisticsPam MOT Zoning 106 --------- - - ---- s -- :s - - - I Candice Perkins From: Rod Williams Sent: Monday,April 12,2021 11:48 AM To: Minchew,J.Randall Cc: Candice Perkins;John Bishop Subject: One Loaistic� proposed Proffer statement dated April F,2021 's Dear Randy.- We andy:We are in receipt of the above proposed proffer statement. have reviewed it for legal 2 sufficiency and have the following comments, but please note that Planning staff will be following up with separate comments as well: • Proffer 2.2, intro—I am concerned that the new second sentence is not as a clear as it could e be. It might read better like this: "The road shall be built according to the following phasing schedule, but the Owners may at their option also build the road ahead of the requirements of the phasing schedule." • Proffer 2.2, Phase 2—Land Bay 4 appears that it would require access to the Phase segment of Coverstone, but the proffer language does not address this. • Proffer 2.3—Re the expedited construction of Coverstone to the ultimate full urban four lane section,the proffer does not actually indicate the specific time when the Owners would perform the obligation. Also, this proffer is ambiguous re whether it requires the relevant traffic counts upon any(and each) CO south of Land Bay 3 (and does this also include Land Bay 2?), or only upon 2.4 million square feet of construction, or either. If either, then for clarity it should at a minimum say, "upon the first to occur of'. • Proffer 2.6, intro There is a period missing after the end of what is supposed to be the first of two sentencesi _ • Proffers 2.6.2 and 2.6.3—This is another situation of whether the trigger is upon any construction in Phases 1-3 or the specified square footage threshold or either. • Proffer 2.7 This says that the Owners will attempt to acquire the land/easements at FMV and then construct the improvements, but that if they cannot so acquire the land/easements, the Owners will then pay the County the cost of construction. Does cost of construction include the cost of land acquisition? If so, it should affirmatively say so. Also,does cost of land acquisition in that scenario include legal costs for an eminent domain proceeding, if eminent domain were pursued? • Proffer 7.1 —The proffer says a 150' inactive full screen buffer for Phase A, but the prior and the revised GDP still show less than that for the Land Bay 3 area of Phase A. • On the signatures, the separate witnesses/attestations in addition to notarizations are not 'a necessary. We must have the notarizations (recordation requirement), of course but the witnesses/attestations may be deleted. 1 • Back at the beginning, and this is a Circuit Court Clerk's Office thing as well, in the listing of record owners, for each owner who is an individual, the full name should be bolded with the last name also underlined, and for each owner that is an entity, the entire name should be bolded and underlined. And then, for readability, it is likely best just to put each owner on a separate line. Roderick B. Williams County Attorney Frederick County, Virginia 107 North Kent Street Winchester, Virginia 22601 540-722-8383 rwillia@fcva.us 2 FREDERICK WATER 315 Tasker Road PH(540)868-1061 Eric R.Lawrence Stephens City,Virginia 22655 Fax(540)868-1429 Executive Director www.FrederickWater.com September 24, 2020 Christopher Stephenson Gordon 4501 Daly Drive, Suite 200 Chantilly, Virginia 20151 RE: Rezoning Application Comment - One Logistics Park Winchester Tax Map Numbers: 64-A-83, 83A, 84, 85, 86, and 87 277.22 acres Dear Mr. Stephenson: Thank you for the opportunity to offer review comments on the One Logistics Park Winchester rezoning application package, with a draft proffer statement and Impact Analysis Statement, both dated Septembers 3, 2020. Frederick Water offers comments limited to the anticipated impact/effect upon Frederick Water's public water and sanitary sewer system and the demands thereon. The project parcels are located within the sewer and water service area (SWSA) and in an area presently served by Frederick Water. The SWSA enables access to public water and sewer service by county policy. Inclusion within the SWSA does not guarantee that sanitary sewer and water conveyance and treatment capacities are available to serve the property. The rezoning application proffer states that the proposed use will be limited to uses permitted in the M1 Light Industrial and B2 Business General Zoning District. Facilities for conveyance of water to, and sanitary sewer from, the subject properties do presently exist. The Impact Analysis (IA) projects water and sanitary sewer flows of about 390,000 GPD. The existing facilities can accommodate the projected flows. Until the actual uses are known, and advanced into construction, adequacy of the water and sanitary sewer to accommodate the new flows is a projection and not guarantee. The Impact Analysis (IA) acknowledges the existence of a 12-inch water main which traverses the property in an east-west manner. The IA states that the water main will be re-routed as necessary to accommodate site development plans. Please note that this water main is a fully functional, operational, and in-service water main and that any re-routing will need to be Water At Your Service Page 2 One Logistics Park Winchester rezoning application Christopher Stephenson September 24, 2020 coordinated in advance with Frederick Water. More importantly, the applicant will need to establish the new water main route and easements, completely construct the new infrastructure reflective of current standards and specifications, and have the new infrastructure accepted by Frederick Water and placed into service, prior to disturbing the existing water main. The property has access to an existing gravity sewer system. The existing gravity sewer running parallel to Millwood Pike continues to be inundated by the adjacent pond water. Historically, the use of the pond for irrigating the Carper Valley Golf Course resulted in a pond water level that was suitable for the sewer manholes. When the golf course ceased operations, the pond's water levels rose, and only minimal maintenance, if any, of the pond's overflow culverts was undertaken. The culverts are generally clogged and non-functioning, resulting in higher water levels in the pond. With the proffer statement promoting Coverstone Drive for vehicular access to the proposed industrial park, the original entrance to the golf club and the driveway's use as the pond's earthen dam may no longer be necessary. Please either reduce the height of the earthen dam or implement a maintenance program on the pond's overflow culvert so that the pond elevation does not exceed the height of the gravity sewer manholes. The proffer statement is silent on improvements that would be constructed by the applicant to meet water and sanitary sewer demands. Accordingly, the comments offered herein are general in nature. The ultimate decision regarding the ability to serve the property with adequate water and sanitary sewer will be determined at the time the site's uses are determined, conveyance facilities are constructed, and water and sewer connection fees are paid to Frederick Water. Sanitary sewer system capacity is not reserved until the sewer connection fee is paid to Frederick Water, and physical connection to the system is made. Water and sanitary sewers are to be constructed in accordance with Frederick Water standards specifications. Dedicated easements may be required and based on the layout vehicular access will need to be incorporated into the final design. Thank you for the opportunity to offer review comments on the One Logistics Park Winchester zoning application. Sincerel , Eric R. Lawrence Executive Director Cc: Michael T. Ruddy, AICP, County Planning Department Christopher Stephenson From: Eric R. Lawrence <ELawrence@frederickwater.com> Sent: Monday, December 14, 2020 2:24 PM To: Christopher Stephenson Cc: Mike Ruddy Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Chris, The revised One Logistics Park proffers dated December 7, 2020 are acceptable. Thank you. Eric Lawrence Eric Lawrence LxL-�utive Director FREDERICK It 540-868.1061 x117 WATER 0 vela rence -f red erickwater_Cvm 4 31 STasker Rd,Ste ens Citp,VA 22655 From: Christopher Stephenson <cstephenson@gordon.us.com> Sent: Monday, December 14, 2020 10:21 AM To: Eric R. Lawrence<ELawrence @f rederickwater.com> Cc: Mike Ruddy<mruddy@fcva.us> Subject: RE: Frederick Water review comment for One Logistics Park Winchester rezoning application Mr. Lawrence, On 12/11/20, hard copies of the attached documents were submitted to your attention. Please advise if you have any questions or comments. Thank you, Chris Christopher Stephenson, PLA Associate I Planning Director 0 ri Gordon 4501 Daly Drive,Suite 200, Chantilly,VA 20151 O:703.263.1900 1 D:703.889.2350 1 M:703.431.8264 1 W:gordon.us.con 1 () H IM 12 0 From: Eric R. Lawrence<ELawrence @frederickwater.com> Sent:Thursday, September 24, 2020 1:02 PM To: Christopher Stephenson <cstephenson@gordon.us.com> Cc: Mike Ruddy<mruddy@fcva.us> Subject: Frederick Water review comment for One Logistics Park Winchester rezoning application Mr. Stephenson, Please find attached a review comment for the One Logistics Park Winchester rezoning application. Thank you. Eric Eric Lawrence Executive Director FREDERICK 12 544-868.1061 x117 WAYrzR 0 elawrence frecierickwater_com 4 11 STasker Rd,Steers City,VA 22655 This E-mail originated outside Frederick Water. Please be particularly careful opening attachments or clicking links. 2 Rezoning Comments Winchester Regional Airport Mail to: Hand deliver to: Winchester Regional Airport Winchester Regional Airport Attn: Executive Director Attn: Executive Director 491 Airport Road 491 Airport Road Winchester, Virginia 22602 (Rt. 645, off of Rt. 522 South) (540) 662-2422 Winchester,Virginia Applicant: Please fill out the information as accurately as possible in order to assist the Winchester Regional Airport with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and any other pertinent information. Applicant's Name: Christopher Stephenson,Gordon Telephone: 703-263-1900 Mailing Address: 4501 Daly Dr.suite 200 Chantilly,VA 20151 Location of property: The property is located approx.one mile east of 1-81 on the south side of Millwood Pike(Route 50), t' east of Prince Frededck,Drive(Route 781)and Cwerstons Drive and west of Arbor Court and Pendleton Dr. Current zoning: Zoning requested: Acreage: Winchester Regional Airport's Comments: Winchester Regional Airport's Signature &Date: // A Notice to Winchester Regia al irport-Please Return Form to Applicant 31 WINCH��UU�o�� n�K��U� �U �� U�� ESTER" ��n^ n�u~��n��,��u� AIRPORT Ir 4BUAIRPORT ROAD WINCHESTER, VIRGINIA 22G02 EST.1987 (540) 662-5786 September 15, 2020 Christopher Stephenson 4501 Daly Drive Suite 2UO Chantilly, VA2U151 R8: Rezoning Comments One Logistics Park Winchester Shawnee Magisterial District Dear Mr. Stephenson, On behalf of the Winchester Regional Airport Authority (WRAA), I submit the following conl008nt9 regarding the above referenced rezoning proposal. 1. The airport supports rezoning the property from R4 to M-1 and B-2, as Light Industrial and General Business uses are typically compatible with airport operations. 2- The property iGsubject to anaVigadoneasement executed onJanuary 14, 2OD9. and enclosed for reference. 8. In accordance with the Code of Federal Regulations Title 14 Part 77.9 and the Code of Virginia, Section 15.2-2294, the development meets Federal Aviation Administration (FAA) criteria tofile an Obstruction Eva|u81ion/AirportAirGp@cg Analysis (OE/AAA). (]E/AAAfi|inga are also subject to review by the Virginia Department mfAviation (DQAV). a. Theheightofany proposed structures must account for the maximum height ofany and all appurtenances. b. Cranes and/or temporary construction equipment also require anOE/AAA determination. o. OE/AAA submissions should bemade aminimum of45days prior Lothe expected start date nfconstruction using FAA Form 746O-1. d. Electronic filing can be accomplished 21the following web address: httpB://Veaaa.faa.gOv/Veaoa/e»d8rD@|/nVrta|. Gp. 4. Copies [dall FAA determination letters should be forwarded 1Othe airport. The WRAArequests compliance with these comments and any FAA requirements as a condition of approval ofthe rezoning application. |fyou have any questions Vrneed additional information, please contact myoffice. Page VVRAARezoning Comments One Logistics Park Winchester Sincerely, Nick Sabo, A.A.E. Executive Director Cc: Gene Fisher, VVAAAChairman Michael Bryan, VVRA8Counsel Enclosure To be completed by Planning Staff:: Fee Amount Paid $, Zoning Amendme t Number t 1 Anticipated PC Hearing Date_. r Date Received 1 Anticipated BOS Hearing Date t z.l REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING&DEVELOPMENT L Property Owner(s)(please attach additional page(s)if more than two owners): Name: Governor's Hill LLC : �s�I� ^q�c�Sn�; +�►c., A-%w-? Specific Contact Person if Other than Above: Address: 5401 Greensboro Dr. Ste 450 Mclean, VA 22102 Telephone, ?03'� '� ep Email: ei&m 14A, q , Name: SMi'M 15, � Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party(such as a contract purchaser)(please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Rivera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm,engineering firm,or other person,if any,serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person,other than the owner of the property,will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning,the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: Hockman Investments, LLC Specific Contact Person if Other than Above: Address: 112 E PICCADILLY ST WINCHESTER, VA 22601 5005 Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: JGR Three, LLC Specific Contact Person if Other than Above: Address: 1407 GORDON PL WINCHESTER, VA 22601 6725 Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: Ellen, LLC Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: LCR, LLC Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: MDC Three, LLC Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: Susan Sanders, LLC Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: Liberty Hill, LC Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: Thomas A. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: Timothy J. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 To be completed by Planning Staff.- Fee Amount Paid $ Zoning Amendment Number Anticipated PC Hearing Date Date Received Anticipated BOS Hearing Date REZONING APPLICATION FREDERICK COUNTY,VA DEPARTMENT OF PLANNING& DEVELOPMENT 1. Property Owner(s) (please attach additional page(s)if more than two owners): Name: Michael E. Dick Specific Contact Person if Other than Above: Address: Telephone: Email: Name: Specific Contact Person if Other than Above: Address: Telephone: Email: 2. Other Applicant Party (such as a contract purchaser) (please attach additional page(s) if necessary): Name: Wickshire Industrial LLC Specific Contact Person if Other than Above: Edward Podboy Address: 2318 Riviera Drive Vienna, VA 22181 Telephone: Email: epodboy@wickshiregroup.com 3. Law firm, engineering firm, or other person, if any, serving as the primary contact person for this application: Firm Name: Gordon Specific Contact Person at Firm: Christopher Stephenson, PLA Address: 4501 Daly Dr. Chantilly, VA 20151 Telephone: 703-889-2350 Email: cstephenson@gordon.us.com Please note that, if a law firm, engineering firm, or other person, other than the owner of the property, will be acting on behalf of the owner and/or executing papers on behalf of the owner in connection with the rezoning, the owner will need to execute a power of attorney form granting the firm or person such authority. Page 12 4. Project Name(if any): One Logistics Park Winchester 5. Property Information: a. Property Identification Number(s): (64 A 87),(64 A 86),(64 A 85),(64 A 84), (64 A 83A)&(64 A 83) b. Total acreage of the parcel(s): (14.74),(107.44),(0.92),(24.47),(14)& (115.59) = 277.16 c. Total acreage of parcel(s)to be rezoned (if other than whole parcel(s)is being rezoned): 277.16 d. Current zoning designation(s) and acreage(s) in each designation: R4 e. Proposed zoning designation(s) and acreage(s) in each designation: M-1 (264.72) & B-2 (12.5) f Magisterial District(s): Shawnee District g. Location-the property is located at(give street address(es)if assigned or otherwise exact location based on nearest road and distance from nearest intersection, using road names and route numbers): The property is located approx.one mile east of 1-81 on the south side of Millwood Pike(Route 50), east of Prince Frederick, Drive(Route 781)and Coverstone Drive and west of Arbor Court and Pendleton Dr. h. Adjoining Properties: Parcel ID Number Use Zoning See Attached Please attach additional page(s) if necessary. Property identification numbers, magisterial districts, and deed book and page numbers/ instrument numbers may be obtained from the Office of the Commissioner of the Revenue, Real Estate Division, 107 North Kent Street,Winchester,VA 22601. Page 13 Adjoining Properties Parcel ID Number Use Zoning 64 A 89B Commercial/Office B2 64 A 89 Vacant B2 64 A 87A Exempt/Office R4 64 A 79 Airport RA 64 A 82 Exempt/Office R4 64 A 80 J Industrial Mi 64 A 80 Q Industrial Mi 64 A 80K Industrial M 1 64 A 80 L Industrial M 1 64 A 81 A Warehouse/Mini Storage Mi 64 A 81 B Vacant MH1 64 A 81 Residential MH1 64 A 83 B Residential R4 64 A 83 C Vacant R4 64A A 12 Vacant RP 64A 7 11 Vacant RP 64A 7 12 Vacant RP 64A 7 13 Residential RP 64A 7 14 Vacant RP 64A 7 15 Vacant RP 64A 7 16 Vacant RP 64A 7 17 Residential RP 64A 7 18 Vacant RP 64G 2 1 63A Vacant/Exempt RP 64A 7 1 10A Residential RP 64A 7 1 11A Vacant RP 64A 7 1 12A Vacant RP 64A 7 113 Residential RP 64A 7 114 Vacant RID 64A 7 115 Residential RP 64G 2 1 52A Vacant/Exempt RP 64A 117 Vacant RP 64 A 116 Vacant RA 64 A 122 Residential RA 64 A 124A Substation RA 64 A 123 Vacant RA 64 A 123A Vacant RA 64 A 124 Vacant RA 64 A 125 Residential RA 64 A 132 Residential RA 64 A 133 Vacant RA 64 A 134 Vacant RA 64 A 135 Residential RA 6. Disclosure of real parties in interest. Virginia Code § 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including, in the case of corporate ownership, the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has, by County Code § 165-101.09, adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property, please list the name and address of each person owning an interest in, or who is an officer or director of, any entity that is an owner or contract purchaser of the property (you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. Governor's Hill LLC, by Miller and Smith, Inc, manger- Doug Smith, President Wickshire Industrial LLC, Edward Podby, President Hockman Investment, LLC , J.P. Carr, Manager Please attach additional page(s)if necessary. 7. Checklist. Please check that the following items have been included with this application: ❑✓ Location Map ❑✓ Plat Depicting Metes/Bounds of Proposed Zoning ❑✓ Impact Analysis Statement ❑✓ Proffer Statement(if any) ❑✓ Agency Comments ❑✓ Fee ❑✓ Copies of Deed(s)to Property(ies) ❑✓ Tax Payment Verification ❑✓ Digital copies (pdf s) of all submitted items Page 14 6. Disclosure of real parties in interest. Virginia Code§ 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including,in the case of corporate ownership,the name of stockholders, officers,and directors,and in any case the names and addresses of all real parties of interest. .Frederick County has,by County Code§ 165-101.49,adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property,please list the name and address of each person owning an interest in,or who is an officer or director of,any entity that is an owner or contract purchaser of the property(you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. JGR THREE, LLC, John G. Russell III, Manager ELLEN, LLC, John G. Russell III, Manager _. LCR, LLC, Linda C. Russell, Manager MDC THREE, LLC, John G. Russell III, Manager Please attach additional page(s)if necessary. 7. Checklist. Please check that the following items have been included with this application: �✓ Location Map Plat Depicting Metes/Bounds of Proposed Zoning ❑ Impact Analysis Statement Proffer Statement(if any) 0 Agency Comments ❑ Fee ❑✓ Copies of Deed(s)to Property(ies) ❑ Tax Payment Verification 0 Digital copies(pdf's)of all submitted items Page 14 6. Disclosure of real parties in interest. Virginia Code§ 15.2-2289 provides that localities may by ordinance require any applicant for a zoning amendment to make complete disclosure of the equitable ownership of the real estate to be affected including,in the case of corporate ownership,the name of stockholders, officers, and directors, and in any case the names and addresses of all real parties of interest. Frederick County has,by County Code§ 165-101.09, adopted such an ordinance. For each business entity that is an owner or contract purchaser of the property,please list the name and address of each person owning an interest in,or who is an officer or director of,any entity that is an owner or contract purchaser of the property(you need not indicate the amount or extent of the ownership interest). Please note that this requirement does not apply to a corporation whose stock is traded on a national or local stock exchange and having more than 500 shareholders. SUSAN SANDERS, LLC, John G. Russell III, Manager LIBERTY HILL, LC, Michael E. Dick, Manager Please attach additional page(s)if necessary. 7. Checklist. Please check that the following items have been included with this application: 21 Location Map ® Plat Depicting Metes/Bounds of Proposed Zoning M Impact Analysis Statement IZI Proffer Statement(if any) ❑✓ Agency Comments ❑ Fee �✓ Copies of Deed(s)to Property(ies) 0 Tax Payment Verification 0 Digital copies(pdf's)of all submitted items Page 14