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Home My WebLink About06-12 Proffer Statements RESOLUTION Action: PLANNING COMMISSION: September;5,.2:0,12 Recommended Approval BOARD OF .SUPERVISORS: November.14, 2012 El APPROVED ❑ 'DENIED' AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING #06 -12 PROFFER REVISION OF WILLOW.RUN WHEREAS, Rezoning, #06-12 Proffer Revision of Willow Run,,subrr itted by GreenwayEngineering, to revise'ihe proffers-associated with_Rez6hing #21 -0'6 relafirig fo the "Transportation Enhancements" and "Commercial Land Use sections of'the proffers; was considered. The proffer revision, originallydated September 1,,42005, with final revision dated October 4, 201'2, as` intended to ,modify dates as- follows:. Proffer B2 -. allows. additional time for the County to determine; whether to'take advantage of land dedication for ari aquatic center; and, Proffer D`5 °allows up`to seven additional years forthe applicant -to' construct an "interchange between Jubal Early Drive and Route 37. The. properties; are located east of Route 37 and ' ( ) ( ) south and west. of the City of Merriman' s Lane Route .62;1 ,•north of Cedar Creek Grade Route 622; ;and , Winchester corporate limits, in the Gainesboro- Magisterial District, and are identified by 'Property Identification Numbers 53 -A -90; 53- A -91,, 53 -A -92, 5,3- A -92A,. 53- A -92B,, 53 -3 -A and 63 -A -2A. WHEREAS, the Planning Commission considered' this rezoning on September 5, 2012,and forwarded, a'recommendation of approval; and WHEREAS; -the Board of;Supervisors considered ihis.rezoning;on September 26', `2'012, tabled,,;the. „ matter.and: considered the revised application on November-14, 2012 and WHEREAS,J e 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:proff&ss associated with. Rezoning #21 -06 relating to the `-`Transportation Enhancements" and "Commercial Land Use" sections of Tthe proffers.,, The proffer revision .is intended to modify dates as follows: Proffer B2 allows 'additional time for the County to determine whether to take advantage of land dedication foran aquatic center; and„ Proffer DS allows u to seven;additional years for the a Pp f icantto construcan,interchange . between Jubal Earl y Drive ;and;.Roiite 3'7,, as described by the application and attached' conditions voluntarily-proffered in writing by the applicant and the. property owner: PDRes. #32.12 I. . This ordina_hcc.,shall be in effect on, the. date of adoption. Passed this 14th.; day'ofNovember, 20;12 by the 'following recorded Vote: Richard C. Shickle,' Chairman Aye Gary A. Lofton Aye Ross P. Spicer Aye Bill. M Ewing Aye Gene E. •Fisher' Aye . Charles S.. DeHaven, Jr. Aye Christopher E. Collins Aye' A COPY ATTEST John R J Freder c <Cou ty.A;dmnistrator VIRGINIA: FREDERICK`COUNTY.SCT. Thiis instrument of,writingwas produced tome on Al at and with rtit "i ite acknowled�emcnt th'ereto`apnexed was ;d to record. Tax imposed by Sec. 58.1 -802 of and 58.1 -801 have been paid,'if assessable. �z Clerk .. PDRes. #32' -1'2 WILLOW RUN TRADITIONAL. NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT REZONING: RZ # C) to `/ Residenfial;Planned :Community. (R4) District with Approved Proffers dated January 14, 2009 to Residential Planned Community (R4) Distr- ictwith Revised,Proffers (357.68± acres) PROPERTY: 357.68± -acres (here -in after the "PROPERTY ") Tax Map Parcels 53- ((A)) -90 53-((A))-9t353-((A))-92; 53- ((A))- 92A; 53- ((A)) -92B; 53- ((3)) -A &63-((A))-2A RECORD OWNER: - Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow, Run L.L.C. -, Greystone Propertiesi LLC APPLICANT: Willow Grove. V.LC;, 740,LLC; 750 LLC; Miller and Smith at. Willow Run L.L.C.; Greystone Properties, LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September 1, 2005 OF PROFFERS: REVISION DATE: November 4, 2005; November. 30, 2005; May 18, 2006; June 27, 2006; September 26, 2006; October-24, 2006; November, 18, 2006; December 11, 2006; January 4, 2007; February 12, 2007 October- 14, 2008; November 17, 2008; January 14, 2009; June 15, 24-12; October 4, 2012 Preliminary Matters Pursuant to Section 15.2 -2296 et. seq. of the Code of Virginia, (1950; as amended), (the "Code ") and the provisions of the Frederick County Zoning Ordinance (the "Ordinance ") with respect to conditional zoning, the undersigned Applicants (as hereinafter defined), hereby- proffer that in the event the ,Board of Supervisors of Frederick County, Virginia, shal I approve Rezoning Application 06 J for the rezoning of 357.68± acres from the Residential Planned Community (R4); District with Approved Proffers dated January 14, 2009 to the Residential Planned:Community (R4) District with ,Revised Proffers, development of "the- subject property shall be,.done in conformity with the terms and conditions. set, forth herein, except to the extent that such 'terms, and File #3800WG/201,2 Conditional Zoning:Amendment/LAW U r Greemvgy Engineering Septemberl. 2005; Revised November 4, 2005 Revised,-November 30, 2005: Revised May 18.2006, . Revised', June 27„ 2006;1 Revised September 26, 2006 (" Revised`October 24;,2006-; Revised'November'18,-2006 1 10 4:30 Revised December 11, 2006; Revised January 4.,2007 Revised',February 12 2007; Revised October 14; 2008 Revised`November X17 „2008; Revised January 14, 2009 Revised June 15, 2012; Revised October 4, 2012 WILLOW RUN TRADITIONAL. NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT REZONING: RZ # C) to `/ Residenfial;Planned :Community. (R4) District with Approved Proffers dated January 14, 2009 to Residential Planned Community (R4) Distr- ictwith Revised,Proffers (357.68± acres) PROPERTY: 357.68± -acres (here -in after the "PROPERTY ") Tax Map Parcels 53- ((A)) -90 53-((A))-9t353-((A))-92; 53- ((A))- 92A; 53- ((A)) -92B; 53- ((3)) -A &63-((A))-2A RECORD OWNER: - Willow Grove. V LC; 740 LLC; 750 LLC; Miller and Smith at Willow, Run L.L.C. -, Greystone Propertiesi LLC APPLICANT: Willow Grove. V.LC;, 740,LLC; 750 LLC; Miller and Smith at. Willow Run L.L.C.; Greystone Properties, LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September 1, 2005 OF PROFFERS: REVISION DATE: November 4, 2005; November. 30, 2005; May 18, 2006; June 27, 2006; September 26, 2006; October-24, 2006; November, 18, 2006; December 11, 2006; January 4, 2007; February 12, 2007 October- 14, 2008; November 17, 2008; January 14, 2009; June 15, 24-12; October 4, 2012 Preliminary Matters Pursuant to Section 15.2 -2296 et. seq. of the Code of Virginia, (1950; as amended), (the "Code ") and the provisions of the Frederick County Zoning Ordinance (the "Ordinance ") with respect to conditional zoning, the undersigned Applicants (as hereinafter defined), hereby- proffer that in the event the ,Board of Supervisors of Frederick County, Virginia, shal I approve Rezoning Application 06 J for the rezoning of 357.68± acres from the Residential Planned Community (R4); District with Approved Proffers dated January 14, 2009 to the Residential Planned:Community (R4) District with ,Revised Proffers, development of "the- subject property shall be,.done in conformity with the terms and conditions. set, forth herein, except to the extent that such 'terms, and File #3800WG/201,2 Conditional Zoning:Amendment/LAW conditions may be. subsequently amended- or revised by the ,Applicants .(as hereinafter defined) and such be• approved by 'the. Frederick °County Board of Supervisors in accordance with the said Code, and Ordinance.: In the event :that such -rezoning is not granted; then these proffers shall be:.deemed withdrawn. `and shall have no binding effect "whatsoever. Upon approvat df ;such rezoning,; these proffers shall be binding upon the. Applicants (as hereinafter. defned),:and their successors. and assigns. The subject property, identified as, Willow Run;.�and more: particularly described as the. ]ands owned by Willow ,Grove: V LC,, 740 LLC 750 LLC "Miller and Smith at Willow Run, L.L.C., and Greystone •Properties, LLC, (the "Applicants ") being °all of Tax Map Parcels 53- ((A))- =90, 53= ((A)), =9;1=, 53'= ((A)) -.92, 53- ((A)) =921A; 53- ((A)) -92B, 53- ((3)) -A and 63-((A)) -2A, and further as •shown on the .Final .Plat for Boundary Line Adjustment Between the, Lands of Willow Grove.V LC and Miller and Smith at_Willow Ruri,- L.L.C., prepared by Marsh & ,LeggeL - and Surveyors, P.LC. dated Apr._il 27„ 2004, together, with the Deed for Greystone Properties; .LC, from Pembroke Cove' Properties, L.L.C. , recorded as Instrument, #;03002,4_.683. ;and containing an attached: plat. prepared by Marsh & Legge Laud Surveyors,, PI C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert, C L.S.. recorded in Deed, Book 543 'Page 247, together with the 'Deed for Miller sand ,Smith at. Willow Run, L.L:C., from Melco, Inc., recorded as Instrument #: 040017302. (collectively, the " Property"). PROFFER :STATEMENT A.) Residential Land Use 1.., The, Applicants hereby proffer' to limit the total, number of residential units to, 1•;39,0 dwelling units, exclusive of the:exisfing residential units on'the subject properties. 2.. The: Applicants hereby ;proffer to .limit the number of residential building= per - musk: to a.- maximum of 200 building, permits during each calendar, year until the buildout of Willow Run, exclusive of age - restricted residential units and model homes,._ The, Applicants shall be P_11.1, 'to carry forward up to a, maximum of 100. residential building.permits that are a6t obtained during: each calendar year -to the ensuing calendar year;, however, in. no case. shall 'tie number, of residential building: permits,.,,including age - restricted residential units, exceed a total of 300 issued in any calendar, year: 3.. The Applicants 'hereby proffer to provide for a :mixture of housing .type& within Willow Run consistent with the •minimum.and maximum File #3800wG /201- IConditional 7_oning,AmendmenUF_f1W '1.;2005; 2005 Greenway.Cngineeting September Revised,November 4, 2 W = Redised;Noyember 30; 20 5, R'- v isedWay 1.8,82006 Rcvtsed;June 27,, 2006;- ;Revised September 26 2006': Revjse04a toben 24 2006; :Re ytsedsNovember'18 ;200b ±J' Revised December 1 t 2006. Revised,January 4. 2007 li& s'edsFWb ary l2 2007;,Rebi "sed= 0ctober'l4, 2008'_ Revrsed.November, 17.2008 Revised Jandary 14, 2009 Revised June l'S 2612; Revised October 4: 20,12; conditions may be. subsequently amended- or revised by the ,Applicants .(as hereinafter defined) and such be• approved by 'the. Frederick °County Board of Supervisors in accordance with the said Code, and Ordinance.: In the event :that such -rezoning is not granted; then these proffers shall be:.deemed withdrawn. `and shall have no binding effect "whatsoever. Upon approvat df ;such rezoning,; these proffers shall be binding upon the. Applicants (as hereinafter. defned),:and their successors. and assigns. The subject property, identified as, Willow Run;.�and more: particularly described as the. ]ands owned by Willow ,Grove: V LC,, 740 LLC 750 LLC "Miller and Smith at Willow Run, L.L.C., and Greystone •Properties, LLC, (the "Applicants ") being °all of Tax Map Parcels 53- ((A))- =90, 53= ((A)), =9;1=, 53'= ((A)) -.92, 53- ((A)) =921A; 53- ((A)) -92B, 53- ((3)) -A and 63-((A)) -2A, and further as •shown on the .Final .Plat for Boundary Line Adjustment Between the, Lands of Willow Grove.V LC and Miller and Smith at_Willow Ruri,- L.L.C., prepared by Marsh & ,LeggeL - and Surveyors, P.LC. dated Apr._il 27„ 2004, together, with the Deed for Greystone Properties; .LC, from Pembroke Cove' Properties, L.L.C. , recorded as Instrument, #;03002,4_.683. ;and containing an attached: plat. prepared by Marsh & Legge Laud Surveyors,, PI C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert, C L.S.. recorded in Deed, Book 543 'Page 247, together with the 'Deed for Miller sand ,Smith at. Willow Run, L.L:C., from Melco, Inc., recorded as Instrument #: 040017302. (collectively, the " Property"). PROFFER :STATEMENT A.) Residential Land Use 1.., The, Applicants hereby proffer' to limit the total, number of residential units to, 1•;39,0 dwelling units, exclusive of the:exisfing residential units on'the subject properties. 2.. The: Applicants hereby ;proffer to .limit the number of residential building= per - musk: to a.- maximum of 200 building, permits during each calendar, year until the buildout of Willow Run, exclusive of age - restricted residential units and model homes,._ The, Applicants shall be P_11.1, 'to carry forward up to a, maximum of 100. residential building.permits that are a6t obtained during: each calendar year -to the ensuing calendar year;, however, in. no case. shall 'tie number, of residential building: permits,.,,including age - restricted residential units, exceed a total of 300 issued in any calendar, year: 3.. The Applicants 'hereby proffer to provide for a :mixture of housing .type& within Willow Run consistent with the •minimum.and maximum File #3800wG /201- IConditional 7_oning,AmendmenUF_f1W Greenway'kngineering, September 1; 2005, Revised November 4;;2005 Revised,November 30,; 2005; Revised May 18, 2006 Revised June, 27, 2006; Revised September -26, „2006 ROised�octobe-r24 2006 .Revised. November 18, 2000 Revised Deceinber'I 1, 2006 Revised Januaiy4, 2007 `Revised February l2 2007 Revised °oclober.14 2008 Revised November 17, 21)Ox ;,Revised January .l4 ,2009 Revised,June;,l5 2012,2.Revised october.4, 2(ffl 3 O•�• percentages and ;permitted housing types identified. in the Willow Run Residentlal Unit Matrix as setforth below: 'Willow Rune 'Residential Unit Matrix Category Minimum. Maximum Housing Types Permitted % of'Unfts % of. Units Single - Family' '20% 35'1116 RI? Vstrict SFD; 35' SFD lot; 45' SFD Detached, lo.t; 55' SFD lot Smgle;- Family 2Q% 4:0% Duplex, Multiplex . Atrium House: Attached Weak -Link Townhouse; Townhouse Multifamily 2Q' %, 30% Condominium; Apartments- Residential Above Commercial Age- Restricted 5% 20 %; Single- Family Small Lot-_j, Duplex, Multiplex 4. The Applicants,hereby "Proffer'to develop age - restricted dwelling units within Willow Run,'the total number. of which shall fall within a 5'%0 minimum to.-20 %, maximum range of the total _number of residential units. Except to the extent otherwise prohibited by, the 'Virginia. Fair Housing Law, the 'Federal Fair Housing Law, and other applicable federal; state; or local legal requirements, any dwelling unit within the portions of the Property identified ;as age = restricted, housing shall be restricted to housing-for older persons as, defined in Va.,'Code Ann; § 36'96.7, of a. surviying;;sp.ouse' not so qualifying. No- person under ,19 years of age shall, be permi "tted to be regularly domiciled or-to reside permanentl,, therein. The restriction provided for herein :shall afso be ?in the form: of a :restrictive covenant. with respect to the .residential portion -.of the .Property designated as age- restricted,. and any Property Owners Association (POA) or sub- associations created with respect thereto: shalt have assigned responsibility for the enforcement and adm`in "stration of the said age- restricted covenant. File. #3800WG /2012 Conditional Z6n fP Amendmeni/EAW . cil Oreenway'Engineenng Se'p'tember 1; 2005 Revised November 4;, 2005 4 W Revised Novcill ier 30, 2005 JRedised May 1:8,20061 Reyised,June,2l, 006; Revised.September::26, 2006 Revised Octobel,24 2006;: Revised November: 18, 2006' l Revised'December 1,1; 2006; 'Revised January 4; 200 ,7 Revised;February;tl2 2007' „Revised,k ciober 14;;2008 'Revised,Novembet 117, 2008 Revised January 14 12009 _ Repined iun`e' 15, 2012pRevised October 4 201`2. 5. The .Applicants hereby proffer to provide .a double row of evergreen trees between the southern most residential structure and Cedar Creek Grade to .minimize viewshed :impacts from the Homespun property: The double row of evergreen trees shall.be planted on 10 460t centers and "shall, be a minimum of four feet in height when planted. 'These trees shall be planted in conJunctron with the improvements specified in Section D "(1t0) of this Proffer Statement, 6. The, - Applicants hereby proffer to conduct a Phase _I Archaeological Assessment of the Penbrook Cove, farmstead. .(#-3,4',- 1236) area located . within proposed age- restricted portion_ of the' Property. The Phase I Archaeological Assessment will be c.on'ducted prior to, approval of the. Subdivision Design Plan ,,fWthe age- restricted community and will be in e.onforiaance with. Virginia be of Historic Resource standards. The Applicants will. utilize, this information for display Within the age- restricted community center - bail "ding for the benefit of the residents of the age - restricted. community:. B) Commerciat'I.and Use 1., The>_Applicarits hereby profferto des'gnatw: a commercial center, area And neighborhood comJerciaf area, along the Jubal Early Drive corridor as: delineated- on the proffered Willow Run Master Development; Plan., The commercial .center ,area Arid neighborhood commercial rea 'shall be a "minimum of 32.4 acres, which constitutes '9 %, of the targeted `l0% 1o.61. coinmereiat °,area specified - by Ordinance. The Applicants proffer to' apply fora rezoning of'the Merriman's Lane (Route'62f),right -of -way within 6 months of abandonment by VDOT:. This land area will'be merged and absorbed!into the, commercial center area followin rezonin a roval: The A licants, coffer of ri' lit =of- ,g g . PP PP _P g way dedication for the. new Route 37 /Jubal Early Drive: interchange shall;not count toward's the total commercial. acreage;•; however; should 'addi'tional right -of =way for said interchange be, needed in the future, the,,, pplicants shall. not be required to provide additional commercial acreage. 2:, The Applicants,he.reby,pi offer. to provide a max -imum of five _acres. of land; to Frederick County within the southwest quadrant of the commercial center, located at the 'intersection, of Jubal °Early Drive and °Sandy` Ridge Boulevard to :allow for the development of all aquatic Pile #386,OWG/201'2 Conditional ,7oning.Amendment%EAW Greenway hngineering; September 1;42005; Revised Noyember*-2005r Rev,sed`Noveniber 30,x2005, Revised May I i 2006 r RediseilJune 27; 200,6;, Revised.September26 x2006 kcvvisedt6ct6ber 24 ,,2006 ,Revi,-4,Nove`mbei.t8; 2006 R66s- ed;Decemtiei 11 X006, Revised•. ianuary 4 2007 Revis "ed February 12 2007; Revised;October'14 2008' kevised.Noveml eril7 2008; Revise ,January..;l4. 2009. Revised June F5 2012;,Revised'October 4.26,13 5 center. b_y- others. This ,l'and area shall be available to the County °for° a period, of five years from the date of the final non- appealable 20,12 condi0onal zoning; amendment, approval. and �8bakl be limited; to the development bf " pan aquatic, center- by others: The Applicants shall prepare,.and •provide the CountyVith. the deed'for'this land area and for a 'temporary ingress %egress if the .County ,chooses to .deue'lop this land . rea im ;advance .of the construction of the approved road system. The. Applicant, shall provide the deed to the` County;, provided that the "County has approved a Site Plan for the new aquatic center within the time period stipulated -above,. The land associated with this aquatic center' proffer, shall, promptly be conveyed ;hack; to the Applicants by the County if the County' has not awarded .a construction contract,for' a new, aquatic, center -on the:site within two years following the recording, of a deed to this land area, .If the County accepts the land and develops the site, °the -Applicants shall recei=ve recreational, value credit for this acreage; which' shall be the appraised value at the date' of the deed-- however, the. aquatic center- Shall not count towards thei commercial floor space that is guaranteed in Sections B'(5) and,.B(6). if, the County does not exercise i s. option for the ;l_and for the aquatic center - within 'the 'time specified :in this ksection ; the proffer tshall become null and void as a final -matter, and '.the Applicants -shall provide the. recreational ariienites speciffed;in Section F(°1) of this proffer statement. 3. ' The Applicants hereby proffer to'util,ze similar construction,materials and, similar devefopmeni themes .for all commercial development Within Willow Run. The principal construction materials 'that are uisfble froni the adjacent community streets shall be limited to brick, stone; artificial stone, simulated stucco; cementous siding; wood, glass, standing seatn metal, dimensional shingles, or false roof systems, These construction materials shall be utilized on all building walls and rooflines.. ,Additionally;. -the Applicants proffer to restrict, :business signs to monument style that are: a maximum of .15 feet in' height and to building mounted signs. Furthermore,, the• Applicants ,proffer 'to irncorporate into the Willow Run Property Owners Association. "POA ",) Declaration, or sub- association declaration provisions creating an Architectural `Review Board ( "ARB ",) master organization,. which < shall be responsible for °.the review arid, approval of all exterior coristructi'ori materials for commercial development., 4; The Applicants hereby proffer to design the commercial center to ensure that .no parking :lots are located 'between: 'ihe commercial buildings fronting along Jubal Early -Dr1ve and S'andyrid'ge. Boulevard File. #3,800WG, /_,2012 Conditional Zoning AmendmEnt/FAW' 0.. W 0 Greenway Engineering September 1, 20O5;Revised November 4,2005 6 Revised '. November30. 2005; Revised May 18, 2006 Revised June 27, 2006; Revised September 26, 2006 Revised October 24 _;2006 ;,Reviscd Novemberl8s`2006 Revised December l i, 2006; Revised,January 4, 2007 Revised February. 12, 2007, Revised, October 14, 2008: Revised.Novembcr 17,,2008; Revised January 14 2009 Revised June 15,2012; Revised October 4;:2012 '(Main Street) and those street systems. This.sta idaid shall not:prohibit the provision of on street parking along the ;public streets within the commercial center. Additionally, the Applicants proffer to provide detailed lighting plans for each commercial site plan that .provides for the type of light fixture to be used and demonstrates foot- candle levels throughout thel limits of each commercial site to ensure compliance with ordinance ,standards.. 5. The .Applicants hereby proffer to guarantee 'the completion of 10,000 .square feet of commercial floor space prior to the issuance of the building permit for the 600di dwelling unit, exclusive of building permits .for model homes. 6. The Applicants hereby proffer to guarantee the construction of an additional 10,000 square feet of commercial floor space after the issuance of the 6001b building permit, but no later than the issuance of the 1,000: building permit, exclusive of tb buil'dng permits for .model homes. 7.• The Applicants hereby proffer to prohibit the following commercial land uses within Willow Run: Gasoline Sery ice . Stations_ and - Outdoor Gasoline Pumps ➢ Exterior Boarding Kennels ➢ 'Electric, Gas & Other Utility Transmission and Distribution Facilities Automotive. Dealers &,Automotive Repair Golf ":Driving.Ranges & Miniature Golf Courses Electrical Supplies (Wholesale) ➢ Hardware, Plumbing,,& Heating Equipment (Wholesale) Commercial Outdoor Batting Cages ➢ Adult,Retail All land uses within the�B3, Industrial Transition District and .M1, Light Industrial District4hat are not otherwise permitted in the 82, Business General District. No individual tenant or owner shall be permitted to occupy a single floor area greater than 50,000 square feet except for grocery stores, indoor motion picture theaters, indoor amusement and recreational services and °the aquatic center. C:) Master,-Development Plan `The Master Development _Plan 'is intended to delineate the general '-location of all road .systems including the new .interchange at. Route ,37 File #3800WG12012 Conditional Zoning:Amendmenl/EAW Greenway Engineering; September 1, °2005; RevisedNoyember 4;.2005, Revised`Noveniher 30;,2065, Revised May 18 2Q06 Revised June 27; 206; Reyi'sedseptember:26 °,200¢ _ :Revised October '24 2006 .Revised November 18, 2006 Revised' cember 11, 2006 Revt`ed Januaiy NOT 07 Revised February 12 2007 - R(vised,October`.14 2008 Revised November 17 „2OQ8' Revised Jantiary`14,;20Oy Revised June, l`S 2012 - ,;Revised October 4; 2012. '7 using the existing bridge; Jubal Early ;Drive from the City of Winchester to the new interchange at Route 37„ the commercial and residential main street, the location of residential and commercial devetopmentareas- the 1'ocation'of'residential land uses, -the location of the, comrffil ty center park area. and neighborhood -,park areas; and the general' location. of the extended Green Circle pedestrian and bicycle facility' within Willow Run. The. Applicants. have'identified ielernents of the Master Development Pl`an� that are intended to be flexible that can. be revised without "the requirement of a conditional zoning amendment °for the proffered Master 'Development Plan. These standards are, described; withirt,Modification4l - Master Development Plan Elex'ilile Design Elements of the Community Design' Modification Document datedFebruary 12, 2007 `submitted as a proffered document for this rezoning,application.. D.) Transportation .Enlianeements L. 'The Applicants hereby proffer: to fully`furid and construct Jubal Early Drive as a four lane divided-.1andscaped median. `section, including the realignment_,0 Meadow Branch Avenue from the current terminus in the City. 'of Winchester 'to ;Route 37 as described 'in proffers 1)(2) ;D(4). The Applicants hereby -proffer to dedicate the right -of way for Jubal Early.” Drive between the, City of Winchester and Merr man's Lane to Frederick County` prior to the Issuance of the 2!h -building permit., Ronding for ,this dedicated right, of, =way shall be provided during the; construction phases of J;ubal ;Early Drive specified in proffers D(2) — D(4). 2. The, Applicants hereby proffer, to� fully fund" and constructthe four -lane divided landscaped .median section of Juba], Early Drive from the current'terrrinus, in, the City of Winchester to the second intersection identified on, the proffered Master Development Plan which shall be designed sand constructed to base pav bent prior to :issuance of the 300t-- °residential building permit and bonded.fo ensure,, that, the top coat of asphalt:is guaranteed 3.. The Applicants *hereby proffer ao fully'fund ,,and construct, the four- ane divided'. landscaped median section of Jubal Early Drive from the terminus of the completed phase at the second intersection to the first. :commercial center intersection identified off the - proffered Master Development. Plan which, shall be designed. and constructed to base File! #380OWG /2012 Conditional ZoningtAmendment/EAW ca, N� pavement prior to issuance of 450th residential building permit and bonded to ensure that the top coat of asphalt.is guaranteed. 4. The Applicants hereby proffer to fully fund and construct the four -lane divided landscape median section of Jubal Early Drive from terminus of the completed phase at the first commercial. center intersection to the- Route 37 northbound on and. off ramps which shall be ,designed and constructed to base pavement prior to 'issuance of 600th residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new Route 37 /Jubal Early Drive interchange northbound and southbound on and off ramps utilizing roundabout design and using the existing bridge ;structure. The Applicants 'shall, commence construction of this improvement in calendar year 2017 with, completion no later than calendar =year 2022, or completion no later than the issuance of the 6001h building permit, whichever occurs first. The Applicants shall meet, all applicable requirements of VDOT necessary' to maintain the- construction permit for this improvement. through its completion. Furthermore; the Applicants proffer to allow the developer construction dollars to be utilized as .matching funds unconditionally by,. Frederick . County for additional transportation system improvements. 6. The Applicants hereby proffer to fully fund and construct the realignment of approximately j,000 feet of the two4ane section of Merriman''s Lane (Route 621) to the north of Jubal Early Drive to create a "T intersection, "which shall be designed and constructed to base pavement prior to issuance of the 600`h residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer to fully, fund and construct the extension of Cidermill Lane from the current terminus in the City of Winchester into the Property. The extension of Cidermill Lane, shall be barricaded until the Applicants have completed the construction of Jubal Early Drive,andthe new Route 37 /Jubal Early Drive interchange northbound and southbound on and off ramps. The barricade for Cidermill Lane shall include a sign advising adjoining,neighb "ors of the planned continuation of this road. File #3800WG /2012 Conditional Zoning Ainendmenl/I-AW GJ- GreenwayEngineering September 1, 2005; Revised November 4.,2005• 8 U1,' Revise6November30 „2005; Revised.MayP8, 2006 Revised,- June 27, 2006; Revised September 26,.2006 Revised October 24; 2006; Revised; November 18, 2006 Revised December 11.,;20,06; Revised January,4, 2Qp7' Revised Feb "ruary 12, 2007; Revised October 14. 2008' Revised" November17, 2008 Revised,January 14, 2009 Revised June 15:.2012; Revised'October 4, 2012 pavement prior to issuance of 450th residential building permit and bonded to ensure that the top coat of asphalt.is guaranteed. 4. The Applicants hereby proffer to fully fund and construct the four -lane divided landscape median section of Jubal Early Drive from terminus of the completed phase at the first commercial. center intersection to the- Route 37 northbound on and. off ramps which shall be ,designed and constructed to base pavement prior to 'issuance of 600th residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new Route 37 /Jubal Early Drive interchange northbound and southbound on and off ramps utilizing roundabout design and using the existing bridge ;structure. The Applicants 'shall, commence construction of this improvement in calendar year 2017 with, completion no later than calendar =year 2022, or completion no later than the issuance of the 6001h building permit, whichever occurs first. The Applicants shall meet, all applicable requirements of VDOT necessary' to maintain the- construction permit for this improvement. through its completion. Furthermore; the Applicants proffer to allow the developer construction dollars to be utilized as .matching funds unconditionally by,. Frederick . County for additional transportation system improvements. 6. The Applicants hereby proffer to fully fund and construct the realignment of approximately j,000 feet of the two4ane section of Merriman''s Lane (Route 621) to the north of Jubal Early Drive to create a "T intersection, "which shall be designed and constructed to base pavement prior to issuance of the 600`h residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer to fully, fund and construct the extension of Cidermill Lane from the current terminus in the City of Winchester into the Property. The extension of Cidermill Lane, shall be barricaded until the Applicants have completed the construction of Jubal Early Drive,andthe new Route 37 /Jubal Early Drive interchange northbound and southbound on and off ramps. The barricade for Cidermill Lane shall include a sign advising adjoining,neighb "ors of the planned continuation of this road. File #3800WG /2012 Conditional Zoning Ainendmenl/I-AW .. _. .._ `J.. .r. Greenway F_ng neering September t,,2005; Revised. November,4;,2005 9 ° Revised November 30,.2005: Revised''May 1$, 2006, CM Revised June,27; 2006;: Revised September-261i20,061 :+ Revised ^'October 24 20Q6;;Rcvised`November l,8 „2006 Revised - December 1,1, ; 20,06 Revised January 4, 2007 Revised Febfidary'12, 2007 Revised,Mtober 14 2008' RevisedNovembei 172008; Revised January `14, "2009 Revised Iune,.J'S ,20].2;tRevisedOctober-4.:20t2 -. The Applicants hereby proffer to execute: a, sgnalization agreement with VDOT or the City, of Winchester, to. fully fund traffic- sign alization,`with pedestrian actualization atlhe intersection of Jubal, Early Drive and Meadow Branch Avenue., 'This traffic signal shall'be installed when warranted 'by VDOT'. 9`. The Applicants hereby proffer. to :execute a signalization agreement with V'D.OT to fully fund traffic signal`izaton with pedestrian. ;actualization at the. intersection 'of Jub'at Early, .Drive and the Merriman's' Lane, ;north realignment: This traffic signal shall 'be installed where warranted by VDOT'. 10.. T. he Applicants hereby proffer the, construction, of frontage improvements along Cedar Creek Grade on the .Property as, dernoristrated on the proffered Winow Run Cedar Creek Grade /Birchmont. ;Drive 'Improvements Exhibit dated February 12, 20070, 'These im,provementst shall be installed prior to the issuance `of -any residential occupancy permit that *is solely dependent upon thus intersection for ingressil and egress, exclusive of model -homes, and in any event shall be installed no later' ,than, thei issuance of the 200”- - residential permit. :Additionally.,, the Appticantts proffer to dedicate the 20 =foot right -of -way area demonstrated on the proffered Willow Run Cedar 'Creek Gradefflirebmont. Drive- Improvements .Exhibit dated February l2, '2007 at. such, time, as requested :by VDOT. 11., The Applicants hereby proffer to design„ Birchmont Drive to provide for traffic chokers and/or chicanes. at three locations along the street system. • The, locations, of these traffic ,calming features shall be provided-on the Subdivision Design ,Pran, within proximity of the northern, central and southern _portions of Birchmont Drive: 12, 'The. Applicants hereby proffer 'to execute- ;a signalization agreement with 'VDOT to fully fund traffic signalizaton at the; intersection of Cedar Creek Grade and Birchmont :Drive. This; traffic signal shall be `installed when warranted by VDOT. 13. The Applicants herebyproffer to fully fund'And ,construct,dc- onnection between iCedar Creek Grade and Juba! Early_ , Drive to base pavement using _Birchmont Drive or a combination of Birchmont Drive: and Station. Hill Drive by th -e `'issuance of the, ,2001h residential building permit„ exclusive: of model. homes. File 4f3800WG/2012 Conditional Zoning;Amendment/FAW 14._ The•Applicants hereby proff&to construct,all subdivision streets to the ultimate section as. identified on the VDOT typical. section sheet of the proffered Master Development Plan. 15. Where private alley systems are utilized within Willow Run, the Applicants hereby proffer to design. and construct the private alley systems as one -way travel within a minimum 14 -foot wide easement having a minimum of 12 feet of pavement with mountable curb on each- side. of the pavement along the entire alleyw_ ay, and as two -way travel within a minimum 20 -fo6t easement having a minimum of 18 feet: of pavement with mountable curb :on each side of the pavement along the entire alleyway. The vertical Sectional dimension of pavement thickness and compacted base thickness will meet public street. pavement .standards utilized by the Virginia Department. of Transportation. All private alleys that intersect other private alleys at 90- degree angles or have turns at; 90-degree angles shall provide for a minimum turning radius of 30 feet. The maintenance of all private alley systems shall be the responsibility, of the POA or sub- associations for Willow Run. E.) Monetary Contributions The Applicants 'hereby proffer a monetary contribution for each dwelling unit, that is non -age restricted' in, the amount of $9,078 to mitigate impacts to capital facilities as identified in the Frederick Comity Capital Facilities Fiscal Impact Model — Output Module prepared by "the Frederick County Planning. Department on July 21, 2005. This monetary contribution provides for the total fiscal ;impacts for non -age restricted dwelling units, as commercial fiscal credit is only given for ,10,000. square feet of tthe. 20,000 square feet of .commercial land use, that is guaranteed in Sections B(5) and B(6) of this Proffer Statement. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each non -age, restricted dwelling unit. 2. The _Applicants hereby proffer a. monetary contribution for each age - restricted dwelling unit in the: amount of $2,000.00 to mitigate impacts to all County services, exclusive of Public Schools as 'identified in the Frederick. County Capital Facilities Fiscal Impact Model — Output 'Module prepared by the .Frederick County Planning Department on July 21, 2005. This monetary contribution shall be provided to File #3800WG /2012 Conditional Zoning Ai iendinent/EAW o _ GreenwayrEngfnecring September 1, 2005; Revised, November 4, 20050 10 % „ - Revised November:30. 2005: Revised May 18, 2006 Ul Rcyised,June 27,.:2006; Revised September 26, 2006 C n Revised October.24. 2006 ;.Revised November 18, 2.006 Rc yised December 1:1', 20061. .,Revised January 4;,2007 Revised,.February12, 2007; Revised October 14, 2008 Revised November 17, 2U08;,Revisedlanuary 14,:2009 �RevisedJune 15. 2012:'Revised October4. 2012 14._ The•Applicants hereby proff&to construct,all subdivision streets to the ultimate section as. identified on the VDOT typical. section sheet of the proffered Master Development Plan. 15. Where private alley systems are utilized within Willow Run, the Applicants hereby proffer to design. and construct the private alley systems as one -way travel within a minimum 14 -foot wide easement having a minimum of 12 feet of pavement with mountable curb on each- side. of the pavement along the entire alleyw_ ay, and as two -way travel within a minimum 20 -fo6t easement having a minimum of 18 feet: of pavement with mountable curb :on each side of the pavement along the entire alleyway. The vertical Sectional dimension of pavement thickness and compacted base thickness will meet public street. pavement .standards utilized by the Virginia Department. of Transportation. All private alleys that intersect other private alleys at 90- degree angles or have turns at; 90-degree angles shall provide for a minimum turning radius of 30 feet. The maintenance of all private alley systems shall be the responsibility, of the POA or sub- associations for Willow Run. E.) Monetary Contributions The Applicants 'hereby proffer a monetary contribution for each dwelling unit, that is non -age restricted' in, the amount of $9,078 to mitigate impacts to capital facilities as identified in the Frederick Comity Capital Facilities Fiscal Impact Model — Output Module prepared by "the Frederick County Planning. Department on July 21, 2005. This monetary contribution provides for the total fiscal ;impacts for non -age restricted dwelling units, as commercial fiscal credit is only given for ,10,000. square feet of tthe. 20,000 square feet of .commercial land use, that is guaranteed in Sections B(5) and B(6) of this Proffer Statement. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each non -age, restricted dwelling unit. 2. The _Applicants hereby proffer a. monetary contribution for each age - restricted dwelling unit in the: amount of $2,000.00 to mitigate impacts to all County services, exclusive of Public Schools as 'identified in the Frederick. County Capital Facilities Fiscal Impact Model — Output 'Module prepared by the .Frederick County Planning Department on July 21, 2005. This monetary contribution shall be provided to File #3800WG /2012 Conditional Zoning Ai iendinent/EAW Greenway;En_meering • September "E 2005, Revised'November 4, 2005 t`1 12evised,November,30; 2.005; RMsed,May f8, 2006 W RtviSedTune ,7;,2006;, ;Revised September•, 26.2006;' Revised'O,ctoher 24, 2006: Re6sed•Novcmber,,1R, - Revised December 1.1;•2006 Revised,January4�, 7 RevisedTebruary 12 2007; Reyise'd October 14. 2008' Revised'Novembe> 17, 2003; Revi§Wlanuary 14, 2009' Revised Tane'15, 201'2; Revised Ocrober 4, 20121 Frederick County at the time of "building, permit issuance for each age- restricted,dwelling unit. 3. Iri addition ;to the: frnonetary proffers provided for fire and rescue servfee, as part of the proffer set forth i Section E(1). above, the Applicants _hereby proffer to contribute_ a total 4 350,000.00 to further support 'the 'Round Hill and 'Shawnee. Volunteer Fire and Rescue Companies in .Frederick County and the, City of Winchester, which will provide; first response service to WJilow Run. 'The $50;000:00 .monetary contribution shall be provided. through° separate payments of $2500:00 to Frederick County and $25,,000:00 to the City of Winchester'; 'Thes-e,payments;sl all bbi;prouided''to:,eaeh locality at the 'time of" 'Wilding permit - issuance for .the first. residential dwelling unit with>n Willow Run. Additionally, 'the, Applicants will establish 'a provision in the. POA or sub_ associations' documents, which will'` provide a .payment: of .$10,0.00, per occupied residential unit on an annual.. basi's to the City of Winchester for Fire and';Rescue Services. This payment: to the City of Winchester for Fire, and Rescue ServPices, shall continue until, such at time that a new, Route 37 interchange is developed at Jubal Early Drive with southbound off -ramp 'access. Evidence of payments to .the City, of Winchester idescribed in this section. shall be provided to the Frederick County Planning Department.: 4. The. Applicants hereby proffer 'to provide $;1000:00 for each non -age :restricted residential lot to Frederick :County for the purpose of site acquisition funding or, school construction for thel Public- 'School system. This payment shall be: provide -at the time of'building permit issuance :for ,each. non -age restricted residential dwelling unit within Willow Run. 5; The, mone_ tart' coritribu'tions. identified in the, Frederick .County Capital Facilities Fiscal :Impact- Model — Output Module' prepared :by the Frederick County Planning Department, on July _-2. 2005 ,shall be 1_imited. to thatamount for all building, permits issued; for ;the initia130 months following approval of the final non - appealable proffered Master" Development. Plan, which, was approved on.. February 218,,,2007. All monetary contributions paild after .the 30 -month timetable shall be adjusted, every 24 months `in accordance with the, Urban Consumer. Pfice, Index ( "CP,I .-U ") published by the United.:S'tates,,De.p'artment,of Labor,,, subject to a cap of 4% per year, non,compounded., bile #3800WG/20.1'2 Gond tl�nal %oP __ Amendment/EAW Greemvay �rngrneering Se ptembg 1, 200_5: , p_.. Revised November3C Revised, June 27,'200( Revised Qctober`24 20 Revised ",'l7eceniber 11, evised Novemben4'; 20050' .. ?005,,Revised May 18, 2006 Revi- se&Septemtier:26, 2006 Revised Novemher 1�., 2W6. )06; Revised JanuaryA.1607 )7; RevisedP October .14,;200.8 Revised Novemher, 17, 2008 „Revised,January JA;,2009, Revised June ] 5 2012.> Revised October:4 2012 F.) Community R'ecreati'on:. 12, c.;n 1. The Applicants hereby, proffer- to construct. .a community center building' that:is an ,enclosed, year round heated facility with restrooms Ad&a catering_. kitchen facility that is a minimum ,of 4,000 square feet in floor, area which shall count :towards the; active' recreational amenity requirement for Willow Run. The".community center- building shall'be bonded no later than the issuance of the 400th building: permit and shall be constructed and available for "use by residents of Willow Run prior, to the issuance ,of the 600`h. building permit. The maintenance of "the c- Ur center"bulldrig sl%all be the responsibility of the POA ,or sub= associations for Willow Run. In the event that Frederick County does not acquire they -acre aquatic center.site; specified in Section B(2) 'of thin proffer statement, the Applicants `hereby proffer to provide for an outdoor community pool facility -With a, combined water isurface area of 3,'500 square .feet; which shall be completed prior to the "issuanc -e of the 600th residential permit. I The Appl>cants _hereby proffer to construct a community center building for•'the exclusive use of the age = restricted portion of Willow' Run';al at is di enclosed; year round heated,' facility with restrooms and a catering,kiteben, facility that is a minimum of 2,000 square, feet. in floor ,area 'and shall count towards the ,active recreational amenity requirement: for Willow ,Run., The age= restricted community center building= shall' be 'bonded 'in. conjunctibi ` with. the first Subdivision Design Plan approved for the age_ restricted community and shall be constructed and available for use: prior to :the issuance of the building' permit -,,for., the 60t" age- restricted dwelling unit. The maintenance of the ''age= restritted.community center building shall ;be the responsibility of theEPQA or-sub= associations: for Willow Run. 3: The; Applicants Hereby ;proffer to design and construct 0, °:public extension .Of. the. Green Circle pedestrian and bicycle; 'facility, located, along°the south side of Jubal,Early Drive that connects the, developed portion within the, City of Winchester throughout ,the limits 'of the commercial, Center area. This public pedestrian and bicycle facility' shalh be '10 feet in width and have an asphaltsurface, and shall count towards the active recreational amenity :requirement, for Willow Run. This' -fac'ility shall be constructed concurrently with, the ,adjoining bile 43800wG /2012 Conditional Zomng.Amendment7EAW sections of Jubal Early Drive as specified in Sections D(2) — D(4) of this Proffer Statement. 4. The Applicants hereby proffer to design and construct an internal pedestrian trail system, which shall count .towards the active recreational amenity requirement, for Willow Run. This internal pedestrian ,trail .system shall be six feet in width ;and have an asphalt surface. The various segments of the internal trail system shall be bonded, the open space - dedicated and constructed in conjunction with each residential section in which the trail system is located. The internal pedestrian trail system shall be private and, shall be owned ,and maintained by the POAor sub - associations for Willow Run. A public access'easement.shall be established along the portion of the internal pedestrian trail. ,systern located around the. 5 -acre man -made water feature and along the segment continuing south along Sandyridge Boulevard, . G.) Community Curbside Trash Collection The Applicants hereby proffer to provide commercial crash pickup and Waste removal service to all residential land uses and the community center, facilities within Willow Run. The commercial trash pickup and, waste removal, service shall be established by deed covenant and shall be assigned to the POA or sub - associations at such time as identified in the legal documents setting forth the guidelines; for the Willow Run POA. The commercial trash. pickup and waste removal service shall remain in effect; an be the responsibility of the POA or sub= association, • until such time as this service is provided by Frederick County or othermunicipal providers. H.) Creation of Property Owners Association (POA), A POA of sub- associations shall be created by `the Applicants in conformi(y with the Virginia Property Owners' Association Act (Title 55, Chapter 26 of ;the Code O'f Virginia, 1950, as amended). The POA or sub - associations shall have title to and /or responsibility for: File: #3800WG /2012 Cond ,itional.Zoning;Amendment/GAW November 4.2005 13 Greenwa Engineering September C, 2005; Revised _ Y S Revised November 30, 2005 - ,Revised May 18, 2006 Revised June 27, 2006; RevisedpSeptember26, 2006 'Revised October 24, 2006 Revised November i 8, 2006' F:PI. Revised December l 1, 2006; Revised January 4, 2007 c . Revised, February 12,,2007; Revised +October 14, 2008 17 Revised November , 2Q08; Revsed7anuary 14,;2009 Revised June-15, 2012; , Revised October 4: 2012. sections of Jubal Early Drive as specified in Sections D(2) — D(4) of this Proffer Statement. 4. The Applicants hereby proffer to design and construct an internal pedestrian trail system, which shall count .towards the active recreational amenity requirement, for Willow Run. This internal pedestrian ,trail .system shall be six feet in width ;and have an asphalt surface. The various segments of the internal trail system shall be bonded, the open space - dedicated and constructed in conjunction with each residential section in which the trail system is located. The internal pedestrian trail system shall be private and, shall be owned ,and maintained by the POAor sub - associations for Willow Run. A public access'easement.shall be established along the portion of the internal pedestrian trail. ,systern located around the. 5 -acre man -made water feature and along the segment continuing south along Sandyridge Boulevard, . G.) Community Curbside Trash Collection The Applicants hereby proffer to provide commercial crash pickup and Waste removal service to all residential land uses and the community center, facilities within Willow Run. The commercial trash pickup and, waste removal, service shall be established by deed covenant and shall be assigned to the POA or sub - associations at such time as identified in the legal documents setting forth the guidelines; for the Willow Run POA. The commercial trash. pickup and waste removal service shall remain in effect; an be the responsibility of the POA or sub= association, • until such time as this service is provided by Frederick County or othermunicipal providers. H.) Creation of Property Owners Association (POA), A POA of sub- associations shall be created by `the Applicants in conformi(y with the Virginia Property Owners' Association Act (Title 55, Chapter 26 of ;the Code O'f Virginia, 1950, as amended). The POA or sub - associations shall have title to and /or responsibility for: File: #3800WG /2012 Cond ,itional.Zoning;Amendment/GAW Gie t, enway Engineering - • .September I, -2005; Revised November 4, 2005 Revised,November 3, 0, 2005; Revised.May 78,:2006 Revised.June 2Z.,2Q06 ;; Revised September 26,,2006 Revised'Wober 24, 2006; R.6i'sed- (November 18; 2006 Revised December 1 1,,2006; Revised January-4, 2007 Revised.Pebruary 12, 2007 ;;Revised October 14, 2008' Revised`Noyeniber ;1,7 „'2b08; Revised'January 14, 2009 Revised dune 15, 2012, Revised October 4, 2012 14 W. a. All common areas including, but °not limited to, buffer areas, internal pedestrian trail systems and stormwater management facilities not otherwise dedicated to public use or maintained by commercial entities. b. Maintenance of private streets and _alleyways. C. Residential curbside trash collection. d. Maintenance of community structures and facilities called for under Sections F(I)through F(4) above. 2. The Applicants hereby proffer to incorporate into the Declaration creating, the Willow Run POA. or sub - associations, provisions creating an- :.Architectural Review Board ( "AR$" ). The purpose of the ARB will be to review and approve all initial construction applications, and exterior additions. and alterations to the existing commercial structures and, dwelling units within Willow Run to ensure that all design guidelines established by the Applicants are met,, together with all such ,other duties and responsibilities as may be imposed by the Declaration.. 3. The. Applicants `hereby proffer to incorporate into the Declaration creating the Willow Run POA or sub - associations, provisions establishing an. ;assessment to be, collected eat the time of the initial transfer of title to any residential lot. in Willow Run (whether to a builder- or otherwise,) as well as at the time. of .any:subsequenttransfer of title. Such sums shall be paid to the POA or sub - association, as appropriate, for use in, the maintenance and upkeep of the common areas, as determined by-the Board of Directors of the POA. I.) Environmental. `l. The, Applicants hereby proffer to identify and, delineate a developmentally sensitive area ( "DSA ") boundary on the proffered Master Development Plan. The DSA will identify the> location of wetland areas. Information regarding potential impacts within the DSA and methods for mitigation will be incorporated as a component of'Ihe .Subdivision Design Plans or Site Development Plans for any portion of the Property that adjoins wetland areas. Pile #3800WG /2012 Conditional Zoning Amendment/EAW Greenway Engineering September 1, 2005; Revised November 4, 2005• Revised Novenibei•30, 2005; Revised -May 18, 2006 'Revised June'27, 2006; Revised;Septcmber'26. 2006 Revised October 24,:2006; Revised November l'$, 2006 Revisedpecember I L, 2006 ;Revised January, 4,,;2007 Revised February 12,2007; Revised October 114, 2008. Revised'November , 17, 2008;Revised January 14,.2009 Revised' June -1'S „2012;,Revised October 4;,2012, 15 Q C :' 2. The Applicants hereby proffer to conduct :a geotechnical analysis on all residential lots that are platted within 100 feet of the major karst feature. loeated on tax map parce1.53- 0)01 prior to the issuance of building permits for such lots. 3. The .Applicants hereby proffer to provide a resource protection area ( "RPA ") buffer of 50 feet adjacent to the DSA boundary adjoining wetland areas. No portion of any residential lot will be platted. within the DSA. Additionally, commercial development shall not occur within the DSA. The only disturbance that will be permitted within the DSA or the RPA adjacent 'to wetland areas will be for road crossing, utility crossing and.,pedestrian and bicycle facility crossing. 4. The Applicants hereby proffer to develop ;a landscaping plan as an enhancement for the wetland areas located on_ the south side of Juba] .Early Drive and provide for the planting of °.all elements of the plan during the 'first favorable planting season subsequent to wetlands disturbance,. The , Appliccants will 'establish 'language within the POA or sub- association documents which provides for the maintenance of the landscaping described above and allows, the Shenandoah University :Environmental Studies Department access to this area for the purpose, of studying and monitoring„ this wetland enhancement project as an.outdoor land lab educational opportunity. 5. The ,Applicants hereby proffer that fall commercial site plans and the community center site plans submitted `to. Frederick .County will be designed -to implement Best Management Practices ,(`BMP ") to promote stormwater quality measures. A statement will be provided on each commercial site plan and on the community center site plans identifyingFrthe party or parties responsible, for maintaining these BMP facilities as a condition of site plan approval. File #3800WG/2612 Conditional Zoning Amendment/EAW • C31 Greenway Engineering September 1, 2005: Revised November 4, 2005 16 W ReviseH Novemher30; 2005: Revised -May 18. 2006 C71 Revised June 27, 2006. Revised September 26, 2(H)6 Revised 'October, 24, 2006:: Revised ;November 18. 2006 Revised December.] 1. 2006: Revised January 4, 2007 Revised:i-6ruary 12:,2007: Revised October 14.2008 Novembcri7: 2008-, Revised lanuary.14, 2009: June 15,2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of'the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions ,set forth in this proffer statement, the foregoing proffered conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. Respectfully Submitted: f By. Willow Grove.V LC Date Tj Commonwealth of Virginia, City /Ge H�of To Wit: The foregoing instrument was acknowledged before me this day of i0c .7-06 EAC 20 by M U/444/-S. UllY J TE 'T.. "Co John T. Conrad a�0NW9�o NOTARY PUBLIC Commonwealth of Virginia Reg. #7163184 yo�'RCtN`P�' My Commission Expires Tgay 9 September 30, 2016 otary Public My Commission Expires tFile #3800WG /2012 Conditional-zoning Amendmenl/EAW _ Greenway Engineering September 1, 2005; Revised November 4, 2005 17 C: Revised November'30, 2005; Revised May18, 2006 Revised June 27, 2006; Revised September 26, 2006 W Revised October 24,2006; Revised November 18, 2006 C7� ,Revised December 11,2006; Revised January.4, 2007 Revised February 12; •2007, Revised October 14, 2008 - Revised November 17,2008; Revised January.14, 2009 Revised June. 15, 2012; Revised' October 4, 2012 J.) Sip-natures r The conditions proffered above shall be binding upon the assigns and successors in ' the interest of the Applicants who constitute the owners of the Property. In the, event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, 'the foregoing proffered, conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. J By; . f% -,2 740 LLC Date Commonwealth of Virginia, City! ounty of "NC'.H r6rE4 To Wit: The foregoing instrument was acknowledged before me this Z PN day of (c ➢'4,13 20 l;L, by C.. !21 y Wlil TE j k NT. Coti' John T. Conrad "wF�o NOTARY PUBLIC o OF �= Commonwealth of Virginia Rey. #7163184 ypj�aclN�� My Commission Expires qRy 9 ` September 30, 2016 Notary Public My Commission Expires Se tember 1 Greenway Engineering p 2005, Revised Novembec41 2005• 18 Revised November. 30,2005; Revised May i8,2006 Cn Revised June 27; 2006; Revised. September 26, 2006 CaJ ReVised.October24; 2006 .Revised November 18„2006 Revised' December H, 2006; Revised January 4, M07 Revised :February 12,- 2007; Revised October 14, 2008 Revise&November 17,;2008; Revised January 14;;2009 Revised June 15, 2012-.Revised October 4, 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered conditions, shall apply to the Property rezoned m addition to other requirements set forth in the Ordinance. By: --fX LLC Date Commonwealth of Virginia, City /C-041U*of To Wit: gig g ' The foregoing instrument was acknowledged before me this day of ®c TD 6E 201 oZ - by NT CoN John T.: Conrad .Q� ""F,�'a NOTARY PUBLIC v or Commonwealth of Virginia Rte;. #7163184 % f G1 �� My Cornmission Expires �qRy R�0 September 30, 3016' Notary Public My Commission Expires File, #3800WG /2012 Conditional Zoning Amendment/EAW Greenway Engineering J J) Signatures • September -I, 2005; Revised November 4, 2005. Revised,November 30, 2005;, Revised. May 18, 2006 Revised June 27,;,2006; Revised''Seotember:.26, 2006 ,Revised October 24, 2006; Revised November, 18, 2006 -Revised. December 11, 2006 .Revised January`4 ,2007 Revised`February 12 ;2007; Revised October 14,12008 Revised November 17, 2008; Revised January 14,.2009 Revised June 15, 2012; Revised October 4; 201'2 IL'] 'The conditions proffered above :shall be binding upon the assigns and successors in thel interest of the Applicants who constitute the owners of th'e Property: In the .event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set --forth in this proffer, statement, 'the :foregoing 'proffered conditions shall apply to the Property rezoned, in addition to other requirements set forth in the Ordinance. $!1 Y• Miller, and` Smith i illow Run L.L.C. Date By: Miller and,Smith, Inc., Manager. By: Charles F. Stuart, Jr., Senior Vice President Commonwealth of Virginia, City /County of f l r_E ft9� To Wit: The foregoing .instrument was :acknowledged before, me- this - /5%,day of 20 (Z- by 0,kA ✓( -5 6< S rV61-f_/ 'T1__1 Notary Public My Commission`Expires �. .� v, JENNIFER M. MONTG,OMER_Y` ` NOTARY PUBLIC _ REGISTRATION # 701168? " COMMONWEALTH OF VIRGIIVIA. MY C(JMMISSION:EXPJPES AUGUST 3'1 , 2014 File #3800WG /2012.0onditional Zoning.Amendmem/EAW O' W Greenway Engineering • September 1, 2005;. Revised November 4,,200 . 20 Revised November 36, 2005 „Revised May; f 2006: Revised June 27;.2006 Revised September26 2006' Revised0ctobeu24 20W,RevisedNovember18,1006 Revised December 1A, 2006 Revised January 4, 2007 'Revised,-. 12, 2007; Revised October l4, 2008 Ol ;Revised-November 17,2008 Revised January, 141y2009 CI I. Revised June, 15, 2002, ` RedisedOctober4;2012 J.) Signatures The. conditions proffered• above, shall be binding upon the assigns and successors in the interest of the. Applicants who constitute the owners of :the Property. In the event the Frederick County: Board of Supervisors grants this rezoning and, accepts the proffered conditions set forth in this proffer, statement, -the foregoing proffered conditions. shall.. apply to -the Property rezoned in addition to other requirements set forth, in the. Ordinance, yhe vh By,.;11t- Greystone Properties LLG Date Commonwealth of Virginia, . City / of To Wit. The foregoing instrument was acknowledged before me this 'day of _ 2 Q l a by�►t Nota Public My Commission Expires�o l `� NOTARY`PUBUC` C6m'm' o awealth of y1roinla j Reg: #164054 File #380OWG /2012 Conditional "Zoning Amendment/EAW F_reenway °Eng_ineering September L', 2005 ;:Revised November,4, 2005 Revised November 30, 20'05.;-"Revised _ May 18, 2006, Revi`ed:Junc, 27,2006 eyised'Seotember.26. 2006' Revised October• .,,24 2006; Revised November _18, 2006 Rev se&Deceml3er It, 2006 Revised January 4,,2007 Rev' isedFebru4y `t2.2007,,'Revised`Octobec',1.4 2008 November, 17, 20Q $;.Revised;J5nuary`14;:2O09; June 1- 5'x`201-2 Will I;OW' RITN TRADITIONAL NEIGHBORHOOD DEVELOPMENT PROFFER STATEMENT REZONING: RZ# 04/-2 Residential Planned Community (R4) ".District with Approved. Proffers dated January 14, 2009 °to Residential. Planned Community, (R4) District with Revi'sed Proffers .(357.68± acres) PROPERTY` 35.7:68± =acres (here =in afterthe: "PROPERTY'') 'Tax Nlap: Parcels 92A, 53 -((A)) -929; 53- ((3)) -A RECORD OWNER: Willow Grove: V LC; 74.0'LLC; 750 LLC,; Miller and Smith at' Willow Run.L.L.C.; Greystone Properties, LLC` APPLICANT': Willow Grove; V LC; 740 LLC; 7.50 'LLC:, Miller and S`rnith at Willow Run L.L.C.. Greystone Properties,`LLC PROJECT NAME: WILLOW RUN ORIGINAL DATE September l; 2;005 OYPROFFERS REVISION DATE: November 44, , 2005; November 30,;2005;. dy, '18, 2006; June 27, 2006,; 'September 26, 2006,; October '24`, 2006; November ,18,.2006; December 11, 2006:; January. 4,.2007; February: 2, 200,7; October 14,2008",, N'ovembe_r 17, 2008; January -14,. 2009; June 1.5., 2012 Preliminary Matters Pursuani'to ,Secfion 15.2 =2296 et. seq., of "the,.Code, of Virginia, (1,0 Q as- amended), (the "Code,, ") and' the: pfovisions of the Frederick County Zoning' Ordinance (the "Ordnanee" ), With respect to conditional zoning, the undersigned Applicants (as hereinafter defined) hereby proffer that in the event the Board .of Supervisors: of Frederick County; Virginia, shall approve Rezoning Application a� -/2 :for the`, rezoning of 357,68± acres from the. Residential Planned Community (R4,),, District with Approved Proffers dated January 14, 2009 to the Residential Planned Community (R4) Distrc't with Revised Proffers, development. of the subject, property' shall be ,done.in conformity with' the 'terms ,arid' c_ondltioris, set forth herein;, except to .the extent that such - terms, and conditions may, be subsequentl•,y amended or revised by the, Applicants (as hereinafter File #3800W6/2J12 Conditional Z6mhg,Affiendment7EAW 6ieenwayEngineering . september,l „2005; Revised November 4, 2005• Revised'November 30; 2005; Revised4May.18, 2006 . Revised'hne.2T,20Q6 ;:Revised September26, 2006' Revised October 24, 2006' Revised'November'18, 2006' Revised December H. 2006 Revised January 4, 2007 , RevisediFebruaix 12, 2007;. Revised October` 14, 2008 November 1:7, 2008; Revised January.14, 2009 -_June 15, 2012 defined) and such be. approved by the Frederick County Board of Supervisors in accordance with the said Code and: Ordinance. In the, event that such rezoning is not granted, then these proffers :shall be deemed withdrawn and shall have no binding effect. whatsoever. Upon approval of such rezoning, these proffers shall be binding upon the Applicants (as hereinafter defined) and their successors and assigns. The subject property, identified as'Willow Rune, and more particularly described as the lands owned by Willow Grove. V LC, 740 LLC, 750 LLC, Miller and Smith at Willow Run, L.L.C., and Greystone Properties, LLC, (the "Applicants”) being all of Tax Map Parcels 53- ((A)) =90, 53- ((A)) -9I, 53- ((A)) -92, 53- ((A)) -92A, 53- ((A)) -92B, 53-((3))-A and 63- ((A)) -2A; and further as shown on the Final Plat-for Boundary Line Adjustment Between the Lands of Willow 'Grove.V LC and Miller and Smith at Willow Run, L.L.C., prepared by Marsh. & Legge Land Surveyors, P.L.C. dated April 27, 20.04, together with the Deed 'for Greystone Properties, LLC, from Pembroke Cove Properties, L.L.C. , recorded as Instrument #',03-0624683, and - containing an attached plat prepared by Marsh & Legge'Land Surveyors, P.L.C. recorded in Deed Book 886 Page 447 and an attached plat prepared by Lee A. Ebert; C.L.S. recorded in Deed Book 543 Page 247, together with the Deed for Miller and Smith at Willow Run, L.L.C., from Me'lco, Inc., recorded as Instrument # 040017302 (collectively, the "Property "). PROFFER STATEMENT A.).' Residential Land Use I. The. Applicants., hereby proffer to limit, .the total - number of'residential units to 1,390 dwelling units, exclusive of the existing residential units on the subject:properties. 2. The Applicants hereby proffer to limit the number of residential building permits to a maximum of 200 building permits during each calendar year - until' the buildout of 'Willow Run, exclusive of age- restricted' residential` units and model homes. The Applicants shall ibe permitted to ,carry forward up to a maxi mum -of 100 residential, building permits that are not obtained during -each calendar -year to the ensuing calendar year; however, in no case ;shall the number of residential building permits, including age- restricfed residential units,, exceed. a, total of 300' issued .in any calendar year. 3. The Applicants hereby proffer to provide for a mixture of housing types within Willow Run consistent with the .mihimurn .and, maximum percentages and permitted housing types identified in the Willow Run Residential Unit Matrix as set forth below: Pile #386OWG%20Q,Conditional Zoning Amendment/EAW Green ay Engineering September t, 2005;;Revised: November 4,.200.50 Revised,November30,.2005; Revised'May 18;,2006. Revised - June >37, 2006; R6ised,Seitember'26;.2006 Revised October24,;2Q06; Revised November 18, 2006 Revised pecem_ber 11,,,2006; Revised January4, 2007' Revised February 12, 2007; Revised 'October 14, 2008 November ".17,•2008; Revised; January 14; 2009; June 15, 2012 Willow Run Residential Unit Matrix Category Minimum Maximum Housing Types Permitted of Units % of Units Single- Family 20% 35% RP District SFD; 35' SFD lot; 45' SFD Detached lot; 55" SFD lot Single- Family 20% 40% Duplex; Multiplex; Atrium `House; Attached Weak -Link Townhouse; Townhouse Midtifamil•y 20°Io 30% Condominium; .Apartments; Residential Above Commercial Age - Restricted 5% 20% Single-'Family Small Lot; Duplex; Multiplex, 4. The Applicants hereby proffer to develop age - restricted dwelling units wi thin Willow Run,, the total ,number of which shall fall within a 5% minimum to '20% maximum range of the total number of residential units. Except to the extent 7otherwise prohibited by the Virginia Fair Housing Law, the, Federal Fair Housing Law, and other applicable federal, state,, or.local legal requirements, any dwelling unit within the portions of the Property identified as age- restricted housing shall be restricted to housing for older persons as defined 'in Va: Code Ann. § 36 -96.7, or a surviving spouse not. so qualifying. No person under 19 years of age shall be permitted to, be regularly domiciled or fo reside permanently therein. -The restriction provided for herein shall also be i the form of a restrictive covenant with respect to the residential portion of the Property designated as age- restricted, and. =any Property Owners, Association (POA) or sub- associations created with, respect thereto shall have assigned responsibility for the. enforcement and administration of the said age - restricted covenant. 5. The Applicants hereby proffer to provide a. double row of evergreen trees between the. southern most residential structure, and Cedar Creek File. #3800WG /2012 Conditional Zoning.AmendmenVEAW Greenway Engineering September 1 „2005; Revised November 4, 2005 ` 4 Revised November 30, 2005;,Revised May 18, 2006 Revised7une27,,,,2006; Revised Seutember26, 2006: Revised.Oct6ber 24, 2006 .Revised November 18, 2006 Revised. December- L1, 2006 ;, Revised January 4,200.7 Revisedfe6ruary 12, 200.7; 'Revised October, 14,2068 November, 17, 2008;,'Revised.January 14 „2009; June 15,:2012 Grade °to: minimize viewshed impacts from the Homespun property. The double row of evergreen trees shall be planted on 104o,ot centers and' shall be :a minimum of four .feet in height when planted. These trees shall be planted in.. conjunction with the improvements specified in Section D(10) of this Proffer Statement. 6. The Applicants; ,hereby proffer to conduct a Phase I Archaeological Assessment of the Penbrook Cove farm_ stead ( #344236) area located within 'proposed. age = restricted portion. of the Property. The Phase I Archaeological Assessment will _be conducted prior to approval of the Subdivision Design Plan for the age- restricted community and will be in conformance with Virginia Department •of' Historic Resource standards. The Applicants will utilize this information for display within the age- restricted community center building for the benefit of the residents of the age= restricted community. B.) Commercial.Land Use° 1. The Applicants hereby proffer to designate a commercial center area and neighborhood commercial area along the Jubal Early Drive corridor as delineated on the proffered Willow Run Master Development Plan. The commercial center area and neighborhood commercial ;area shall be .a minimum of 32'.4 ,acres, which constitutes 9% -of the targeted 10% total commercial area, specified by Ordinance. The,. Applicants proffer to apply for a rezoning, of the Merriman's Lane (Route 621) right- of-way within 6 months of abandonment by VDOT: This. land area will be ,merged and °absorbed into the commercial center area following rezoning approval. The Applicants proffer of right -of- way dedication for the new Route 37 /Jabal Early :Drive .interchange shall not count towards the total commercial acreage; however, should additional right -of -way for said interchange be needed in the future, the Applicants shall not be required to provide additional commercial acreage. 2.1 The Applicants hereby proffer to deed a 5 -acre site to Frederick County within the commercial center area to allow for . the development of an aquatic center. The Applicants shall. receive recreational value credit for this acreage, which shall be he appraised value• at time of dedication; however, the aquatic center shall not count towards, the commercial floor space that is guaranteed:in Sections B(5); and' -B(6). The 5 =acre site shall be. available to Frederick'County for a, period of 3 years beginning in calendar year 2012 from the date of Pile #3800W6/2011 Conditional Zoning Amendment/EAW Gieenway Engineering• ° ptembei 1,2005; Revised November 4, 2005• Revised INovember 30; 2005; Revised May 18 „2006 Revised June "27,, 2006; Revised September26, 2006' Revised October 24; 2006; Revised November 18,, 2006 Revised December 111,2006: Revised`January -4, 200,7° Revised February 12 2007;'Revised October 14, 2008 November 1,7, 2008; Revised'i nuary.14', 2009; June, 15',;2012 final non - appealable rezoning approval. Should Frederick County accept the 5 -acre site i'n writing, this acreage shall be legally subdivided. and. deeded 'to Frederick County by the Applicants in conjunction with the bonding of the-public street or the acceptance of the-public- street serving this site. If the County does not request the 5- acre site for the aquatic center within the time specified in 'this section, the proffer, to deed the 5 -acre ,site shall become, null and void and the Applicants shall provide the recreational amenities specified in Section F( I)` of th s'proffer.statement. 3. The Applicants ,hereby proffer to utilize similar construction materials and similar development themes for all commercial development within Willow :Run. The ,principal construction materials that -are visible; from the adjacent community streets shall be limited to brick, stone, artificial stone, simulated, stucco, cemenfous siding, wood, glass, standing seam metal, dimensional shingles, or false roof systems: These construction materials shall be utilized on all building walls and rooflines:. Additionally, the' Applicants proffer to restrict business signs to.rnonurnent: style that are a maximum of 15 feet in height and to building mounted' signs. Furthermore; the Applicants proffer to incorporate into the Willow Run Property "Owners Association ( "POA ") Declaration or sub- association, declaration provisions creating an Architectural Review Board (" ARB ") master organization, which' shall' be responsible for the review and approval of all exterior construction materials for commercial development. 4. The Applicants hereby proffer to design 'the .commercial center to ensure that no parking lots are located between the commercial buildings fronting along J.ubal Early Drive and Sandyridge Boulevard (Main Street). and those street systems. This standard shall not prohibit the provision of of street parking along the publici streets within the commercial center. Additionally, the Applicants proffer to provide detailed .lighting plans for each commercial site plan that provides for the type of tight,fixture to be used and demonstrates 'foot- candle levels throughout the limits of each commercial site to ensure compliance with ordinance standards. 5. The Applicants hereby proffer to guarantee the completion of 10,000 square ;feet of ,commercial floor space prior to the ,issuance of the building, permit for the 6001" dwelling unit, exclusive of building permits for `mod'el homes. I il6, #3800WG/2012 Conditiona l`.•Zoning;AmendmenUEAW Greenway Engineering September 1, 2005`. Revised November 4, 20o5Ie Revised Novembe002005; Revised May 18, 2006: Revised Tune 27, 2006; Revised September 26,:2006 Revised October 24 ;2006;! Revised- November 18,`2006 Revised December 11. 2066; Revised,January 4: 2007 'Revised, February 12, 2007; Revised�Qctober 14 200$ November 1T, 2008; Reyised,January 14, 2009; June 15, 2011 6. The Applicants hereby ,proffer to guarantee the construction of an additional 10,000 square feet of commercial floor -space after the issuance of the 600th building, permit, but no .later than. the issuance of .the. 1,' 00th building permit, exclusive of building permits for model homes. 7. The. Applicants hereby proffer to prohibit the following commercial land uses within Willow Run: ➢ Gasoline Service Stations and Outdoor Gasoline Pumps Exterior Board ng�Kdinels Electric, Gas &:Other Utility Transmission And Distribution Facilities Automotive_Dealers & Automotive Repair ➢ Goff Driving Ranges & Miniature Golf Courses ➢ Electrical Supplies (Wholesale) 'Hardware, Plumbing & Heating Equipment�(Wholesale) Commercial Outdoor Batting, Cages ➢ Adult Retail All land uses within the 93, Industrial Transition District and M1, Light Industrial District that are not'otherw"ise permitted in the B2, Business General District. ➢ No `individual - tenant or owner shall be permitted to* occupy a single floor area greater than ,50,000. square feet except for grocery stores, indoor motion picture theaters, indoor. amusement and recreational services and the aquatic center. C.) Master Development Plan 1. The Master Development Plan is ;intended to delineate the general location of.all road systems including, the new interchange at Route 37 using the existing bridge; Jubal Early Drive from the City of Winchester to the new interchange at Route 37, the commercial and residential main street, the location of residential and. commercial development areas, the location of residential and uses, the location of the community", center park area and neighborhood park areas, -and the general location of the, extended Green Circle pedestrian and bicycle facility within Willow Run. The Applicants have ,identified elements of the Master Development Plan that are intended- to be flexible that can be revised without the requirement of a conditional zoning amendment" for the 'proffered Master Development Plan. These standards are described within Modification 41 - Master Development Plan Flexible Design Elements ,of the Community Design. Modification "Document dated February 12, 2007 submitted as a proffered document for this °rezoning application. File #3800WG /2012 Conditional, Zoning Amendment/EAW Greenway.Engi'neering 0 September 1, 2Q05; Revised November 4, 2003• Revised Nov&hben30, 2005:.RevisedrMay 18, 2006 Revised`June 27,2006; Revised September.26, 2006 Revised,october,24, 2006; Revised.November 18, 2006. Revised „:December 11, 2006; Revised, January 4. 2007 Revised February 12, 2007; Revised October l4, 2008 November 17 2008 Revised January 14, 2009; June T5, -2012 D. Transportation Enhancements 1.. They Applicants hereby proffer to fully fund and construct Jubal Early Drive as a four -lane divided landscaped median section, including the realignment of Meadow Branch Avenue "from the current terminus in the City of Winchester to Route 37 as described in proffers D(2) — D(4). The Applicants hereby proffer to dedicate- the right -of -way for Jubal. Early :Drive, between the City of Winchester and Merriman's Lane: to Frederick County prior to the issuance of the 200th building permit. Ronding., :for this dedicated, right -of -way shall be provided during the construction phases of Juba] Early Drive specified in proffers D(2) — D(4). 2. The 'Applicants hereby proffer to fully fund and construct the four -Lane divided landscaped median section of Jubal Early Drive from the current terminus in the City of Winchester to the second intersection . identified on the, proffered Master Development Plan which shall be designed and constructed to base pavement prior to issuance of the 300th residential building permit and bonded:. to `ensure that the top coat of asphaltis guaranteed. • 3. The, Applicants hereby proffer to fully fund and construct the four - lane divided • landscaped median section of Jubal Early Drive from the terminus of the completed phase at the second intersection to the first commercial center intersection identified on the proffered Master Development Plan- which shall be designed and constructed to base pavement prior to issuance of 450th residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 4. The.Applicants hereby proffer to fully fund, and construct the four -lane divided landscape median section of Jubal Earley Drive from terminus of the .completed phase at 'the first commercial: center .intersection to the .Route 37 northbound on and off ramps which shall 'be designed and constructed to base pavement prior to issuance of 6001h residential building permit- and bonded to ensure that the top coat of asphalt is guaranteed. 5. The Applicants hereby proffer to fully fund and construct the new Route 37 /J6ba] 'Early Drive interchange northbound and southbound - on and off ramps utilizing roundabout design, and using the .existing bridge ;structure. The Applicants shall commence construction of this improvement, in calendar year 2017 with completion no later than File #3800WG%2012 Conditional Zoning Anlendment/EAW Greenway Engineering. 'September 1, 2005; Revised November 4,..2005*' 8 Revised November 30; 2005; Revised;May'18, 2006 Reyised'June,27,,2006; `Revised, September 26, 2006 Revised 'October 24, 3006; Revised "November 18, 2006 " Revise ,''December 1 1, 2006-,-Revised January 4,n2007. Revised: February l2 2007;,RevisedOctober'14,.2008 November 1 7, 2008;;Revised:lanuary 14;,2009; June 15, 2012 calendar year 2022, or completion no later than the issuance of the, 600th building permit, whichever occurs first. The ;Applicant's shall meet all applicable requirements of VDOT necessary to 'maintain the construction permit for this =improvement through its completion. Furthermore; the Applicants proffer to allow the developer construction dollars to be utilized as matching :funds unconditionally by 'Frederick County for additional transportation system improvements. 6. The Applicants hereby proffer to fully fund and construct the �realignfnent of approximately 1,000 feet of the two -lane section of Merriinan's ,Lane (Route 621) to the north 'of Juba] Early Drive to create..;a "T" intersection, which shall be designed and constructed. to base pavement prior to issuance of. the 600th residential building permit and bonded to ensure that the top coat of asphalt is guaranteed. 7. The Applicants hereby proffer to fully fund and construct the extension .of Cid'errriill Lane from the current terminus in the City of Winchester into the Property. 'The extension of Cider-mill Lane shall be barricaded until the Applicants have completed the construction of J,ubal Early' Drive and the new Route 37%Jubal Early Drive interchange northbound and southbound on and off .ramps. The barricade for Cidermll Lane shall include a sign advising adjoining.neighbors of the planned continuation of this road. 8. The Applicants hereby proffer to execute a signalization agreement with VDOT or the City of Winchester to fully fund traffic signalization with, pedestrian actualization at the intersection of Juba] Early Drive and Meadow Branch Avenue,. This traffic signal shall be installed when warranted by VDOT. 9:. The •Applicants hereby proffer to execute 'a signalization agreement with VDOT to fully fund traffic signalization with pedestrian actualization at the intersection of Jubal Early Drive and the Merriman's Lane north, realignment. This traffic signal shall be installed when warranted by VDOT. 10. The Applicants hereby proffer the construction of frontage improvements along Cedar Creek Grade on the Property as demonstrated on the proffered Willow Run Cedar Creek Grade /Birchmont. Drive Improvements .Exhibit dated February 12, 2007. These improvements shall be installed prior to the `issuance of any residential occupancy permit that is solely dependent upon this ~' File #3800WG%2012 Conditional Zoning AmendmenUEAW Greenway'Engmeermg September 1, 2005; Revised November4, 2005 9 Revised;Nov6mber 30; 2005; Revised May 18, 2006' RevisedJune.27, 2006; Revisedseptember 26, 2006 Revised October 24; 2006; Revised November 18,.2006 Revised Decemberr` 1,;2006; Revisedjanuary 4, 2007 Revised February 127 2007 .Revised. October 14, 2008' November 17, 2008,; Reyised,January 14, 200,9 ;.June 15, 2112 intersection for zifigress and :egress, exclusive of 'Model' homes, and in any "event shall be installed no later than. the issuance of the 200`b residential permit. Additionally, the; Applicants proffer to dedicate the 20466t sight-of-way area demonstrated on the proffered Willow Run Cedar .Creek Grade /Birchmont Drive Improvements Exhibit dated February 12, 2007 at such time .as requested by VDOT. 11. The Applicants hereby proffer to design, B irchmont Drive to provide for .traffic.. chokers and /or chicanes at three locations along the street system. The locations of these traffic calming features shall be provided on. the Subdivision Design Plan within proximity of the northern, central and southern portions of Birchmont. Drive. 12. The Applicants hereby proffer to execute a signalization agreement with VDOT to fully fund traffic. signalization at the intersection of Cedar Creek Grade and Birchmont Drive. This traffic signal shall be installed when warranted by VDOT. 13. The Applicants,hereby proffer to fully fund and construct a connection between. Cedar Creek Grade and Jubal Early Drive to' base pavement using Birchmont Drive or a combination of Birchmont Drive and Station Hill Drive by the issuance' :of the 2001b residential building permit, exclusive of model homes. 14. The Applicants hereby proffer to construct all subdivision streets to the ultimate section as` identified on the. VDOT`typical section sheet of the proffered Master Development Plan. 15. Where, private alley systems are utilized within Willow Run, the Applicants hereby proffer to design and construct the private alley systems as one -way travel within a minimum 14 -foot wide easement having a minimum of 12 feet of pavement with mountable curb on each side of the pavement along the entire alleyway, and as two-way travel within a minimum 20-foot easement .having :a minimum of 18 feet of pavement with mountable curb on each side of the pavement along the entire alleyway. The vertical sectional dimension of ;pavement thickness and compacted base' thickness; will meet public street . pavement standards :utilized, by the Virginia Department of Transportation.. All private alleys that intersect other private alleys at` 90= degree angles or have 'turns at 90- degree,angles shall provide; a minimum turning 'radius of 30 feet: The maintenance of all private alley ,systems shall be the .responsibility_ of the POA or sub - associations for Willow Run. File #380QWG/2012 Conditiogal Zoning AmendmenUEAW Greenway Engineering September 1, 2005,.Revised November 4;" "2005 10 Revised,November 36, 005, Revised May 18, 2006' Revised June 27, 2006; Revised September 26. -2006 Revised' Wober 24' ,_2006 °,, Revised November -18, -2006 .Revised Decetnber J 1,,20K Revised,January 4, 2007 Revised February 12, 2007; Revised. October k, 2008 November. 17,:2008; Revised =January. 14; 200 ;.June 15, 2012 E.) Monetary Contributions 1. The; Applicants 4hereby proffer a monetary contribution for each dwelling .unit that is non -age restricted in the 'amount of $9,078 to mitigate impacts to capital' facilities as 'identified, in the Frederick County. Capital Facilities Fiscal Impact Model — Output Module prepared by the Frederick County Planning Department on July 21, 2005. This monetary contribution provides for the total fiscal impacts for non -age" restricted dwelling "units, as commercial' fiscal credit is only given' for 10,000 square feet of the 20;000 square feet of commercial land use that .is guaranteed in. Sections B(5) and. B(6) of this Proffer Statement. This monetary contribution. shall be provided to Frederick County at the time of building. permit issuance, -for each non -age restricted dwelling unit. 2. The .Applicants hereby proffer a monetary contribution. for each age restricted dwelling' unit in the amount of $2,000.00 to mitigate impacts to all County services, exclusive of Public Schools as identified in the Frederick County Capital Facilities Fiscal Impact Model — Output Module prepared 'by the Frederick County Planning Department on July 21, 2005. This monetary contribution shall be provided to Frederick County at the time of building permit issuance for each age- restricted dwelling; unit. 3. In addition "to, the monetary proffers provided for fire and rescue service as part of the proffer set forth In .Section. E(1) above, the Applicants hereby proffer to contribute a total, of $50;000.00 to further support the Round' Hill and Shawnee Volunteer Fire and Rescue Companies. -in. Frederick County ,and the City of Winchester, which will `provide first response service to Willow Run. The $50,000.00 monetary contribution shall be provided through separate payments of x$25,000.00 to Frederick County and $25,006.00 to the City of Winchester. These payments shall be provided to each 'locality at the time of building permit issuance for the first residential. _dwelling :unit within Willow Run. Additionally, the Applicants will establish a provision in the POA or sub - associations' documents, which will provide a" payment of $100 ;00 per occupied reside_ ntial unit on an annual basis to the City of Winchester for Fire 'and Rescue 'Services. This payment to the City of Winchester for Fire and Rescue. Services shall continue until. such at time that a new Route 37 interchange is developed at Juba] Early Drive with southbound off -ramp access. File #3800WG/2012 Conditional Zoning Amendment/EAW Greenway E`ngine(Ering- • September 1',2005; Revised November-4, 2005 11 Revised Novem6er30 „2005; Reyised'May 18 „2006 Revised June 27, 2006; Revised September 26; 2006 Revised`&tober 24, 2006; Revised'November _18, 2006 Revised December 11, 2006; Revised7anuary'4', 2007 Revised`Feruary 12; 2007; Revised Octoder 14, 2008 Novemher 17, 2008; Revised January• 14, 2)0 :.June 1512012 Evidence of the payments to the City of Winchester described _in this section shall be provided to the Frederick County Planning Department. 4. The Applicants hereby proffer to provide $1000.00 for each non -age restricted, residential lot to Frederick, County for- the purpose of site acquisition funding or school construction for -the Public School system. This payment shall be provided at the, time of building permit issuance for each .non -age restricted residential dwelling unit within Willow Run. 5. The ,monetary contributions identified in the. Frederick County Capital. Facilities Fiscal Impact, Model — Output Module prepared by the Frederick County Planning Department on July 21„ 2005 shall be limited, to that :amount for all building permits issued for the initial 30 months following approval. of the,- final non- appealable proffered Muster Development Plan, which was approved on, February 28, 2007. All monetary contributions paid after the 307:month timetable shall. be adjusted every .24 months in accordance with the Urban Consumer Price Index ( "CEI-U "), published by the United States Department of Labor;. subject to a, cap of 4% per year,: non- compounded F.) Community Recreation 1. The .Applicants hereby proffer to construct a community center building that is, an enctosed, year round heated facility with restrooms and . a catering kitchen facility that .is a minimum of 4,000 square feet in floor area, which shall count towards the active recreational amenity requirement for Willow Run.. The community center building shall be bonded no .later th _ than the issuance of the 400 -, building permit and. shall be constructed _and available for use by residents of Willow`Run prior to the..issuance of the 600th building permit. The maintenance of the .community center building shall be the responsibility of the POA or sub - associations for Willow Run. In, the event that Frederick County does not acquire the 5 -acre aquatic center site specified in Section.13(2) .of 'this proffer statement, 'the Applicants hereby -proffer to provide for an outdoor community, pool facility with a combined water surface area. of 3,500 square feet, which shall be completed prior to the issuance of the 600th residential permit. 'File #3800WG/2012 Conditional Zoning AmendnienUEAW Greenway Engineering r september 1, 2005; Revised November 4, 2005• 12 Revised November'30, 2005;;Rev_ised May 18, 2006 ,Revised June 27, 2006; Revised,Sepiember 26, 200.6 Revised October'24 2O06,'.Revised November 18, 2006 Revised'December 11, 2006;, Revised January 4, 20Q7, 'Revised February 12,.2007-, Revised October.14, 2008 November 17,;,2008; Revised- January 14, 2009 ,June 15, 2011 2. The Applicants hereby proffer to construct a community center building for the exclusive use of the age - restricted portion of Willow Rum that is an enclosed, year round heated facility with restrooms and a catering kitchen facility that is a ininimurn of 2,000 square feet in floor area and shall count towards the active recreational amenity requirement for Willow Run. The age - restricted community center building shall be. bonded in conjunction with the..first Subdivision Design..Plan 'approved for the age - restricted community and shall be constructed and available for use prior. to the issuance of the building permit for the 601h age- restricted dwelling unit. The maintenance of the age- restricted community center building shall be the responsibility of the POA or sub- associations for Willow Run.. The Applicants hereby proffer to design and construct a public extension of the Green Circle pedestrian and bicycle facility located along the south' side of Jubal Early Drive that connects the developed portion within 'thee City of Winchester" throughout the limits of the commercial center area: This public pedestrian and bicycle facility .shall be, 10; feet, in width, and have -an ,asphalt surface, and shall count towards the active: recreational amenity requirement for Willow Run. This facility shall 'be constructed concurrently. with the adjoining sections of Jubal Early Drive as specified 'in;Sections D(2) D(4) of this Proffer Statement. 4. The Applicants hereby proffer to design and construct an internal pedestrian trail .system, which shall count towards the active recreational amenity requirement for Willow Run. This internal ,pedestrian trail' system shall be six feet in width and have an asphalt surface. The various segments of 'the internal 'trail system :shall be bonded,_the open space dedicated ,and constructed in conjunction with each residential section in which the trail system is located. The internal. pedestrian trail system shall be private and shall be owned and' maintained'by the POA or sub - associations for Willow Run. A,public access easement shall be established along the portion of the 'internal pedestrian trail system located around the 5 -acre man -made water feature and along the segment continuing, south along Sandyridge Boulevard. File #3800WG/2012 Conditional Zoning Amendment/EAW Greenway Lrieineering •_ September 1, 2005; Revised November 4, 205• 13 Revised November 30, 2005;,Revised May 18, 2006 Revised June 27 „2006; Revised'September 26': 2006 Revised October 24, 2006; ReVised November 18, 2006. Revised'' December 11, 20 06; Revised January 4, 2007 Revised February 12,.2007; Revised October 14, 2008 November -:17 „2008; Revised January 14, 2009; June 15, 2812' G.) Community Curbside Trash lCollection L. The Applicants hereby proffer to provide commercial trash pickup and waste removal service to all residential land uses and the community center facilities within Willow Run. The commercial trash pickup and •waste removal service shall be established' by deed covenant and shall be ,assigned to the POA or sub= associations .at such time as identified in the -legal documents setting `forth the guidelines for the Willow Run POA. The commercial `trash pickup, and waste; removal service shall remain in, effect and be the responsibility of the POA or sub - association until such time as this service is provided by Frederick County or other municipal providers. H) Creation of Protperty Owners Association'(POA) 1. A POA or sub- associations shall be created by the Applicants in conformity with the Virginia.Property, Owners' .Association Act (Title 55, Chapter 26 of the Code of Virginia, 1950, as amended). The POA or sub- associations shall have title to and/or responsibility for: a. All common, areas including, but not limited to, buffer. areas, -internal, pedestrian trail systems ,and stormwater management facilities not, otherwise dedicated, to public use or maintained by commercial entities. b. Maintenance of private streets and alleyways. c. Residential curbside trash collection. d. Maintenance of community structures and' facilities called for under Sections F(l.) "through F(4) above. 2 The. Applicants hereby proffer to incorporate into the Declaration creating the. Willow Run POA or •sub_ associations, provisions creating an Architectural Review Board ( "ARB "). The purpose of the ARB will 7be to review and approve all initial construction applications, and exterior additions and alterations to the, existing, com merci al structures and dwelling• units within Willow `Run to ensure. that all design guidelines.established by the Applicants are met, together with all such; other duties and responsibilities as may be imposed. by the Declaration- File #3800WG/201'2 Conditional Zoning.Amendment/EAW _ Greenway Engineering September 1, 2005; Revised'November 4,-2005 14 Revised November =30,.2005; Revised May, 18, 2006' :Revised June'27, 2006; Rev ised.September:26„ 2006 Revised:Ocioberr24'2006; Revised;November 18;_2006 Revised .December 1.1,:2006; Revised January 4: 2007" . Revised February 12, 2007; Revised October 14, 2008 November, 11, 2008; Revised January 14, 2009; June-16 2012' 3. The Applicants hereby proffer to incorporate into the Declaration creating ,. the Willow' :Run POA or sub- associations, provisions establishing an assessment to be--collected at the time of the initial transfer of title to any residential lot in Willow Run (whether to a builder or otherwise.) as well as at the time of any subsequent transfer of title. 'Such sums shall be paid to the POA or sub- association, as appropriate; for use in the maintenance and upkeep of the common areas, as determined by the Board of Directors of the POA. I) 'Environmental. I . The Applicants hereby proffer , to identify and delineate a developmentally sensitive area ( "DSA ") boundary on the proffered Master 'Development- Plan. The DSA will identify, the location of wetland areas.. Information regarding potential' impacts within the .DSA and 'methods for mitigation will be incorporated as a component of the Stbdivi'si'oh Design Plans. or Site Development Plans for any portion of tlae Property that adjoins wetland areas. 2. The Applicants hereby proffer to conduct a geotechnical analysis on all residential- lots that are .platted within. 100 feet of the major karst feature located on tax map parcel 53= ((A)) -91 prior to the issuance of building; permits for such lots. 3. The Applicants hereby proffer to provide a resource protection area "RPV buffer of. 50 feet adjacent to the -DSA boundary adjoining wetland areas. No portion of any residential lot will be platted within the DSA. Additionally, c.orrimercia1, .development shall not occur within the DSA. The only disturbance that will be permitted within the- DSA or the RPA adjacent to wetland areas will be for road crossing, util'itycrossing and,pedestrian and bicycle facility crossing. 4. The Applicants hereby proffer to `develop a landscaping plan as an enhancement for the wetland areas located on the south side of Tubal Early Drive and provide for the. planting of all; elements of the plan during, the first favorable planting season subsequent to wetlands. disturbance.. The Applicants will establish ,language within, the POA or sub- association documents which provides. for the maintenance of the landscaping described above and alows the Shenandoah University Environmental Studies Department access to this area for File #3800WG /2012 Conditional Zoning Amendment7EAW Greenway Engineering September 1, 2005 ;.Revised N6vemher4j.20050f t5 Revised November'- 30;,,2005; Revised =May 1'R; 2006 Revised June 27, 2006; Revised September 26; 2006 Revised October 24;;2006; Revised`November 18. 2006 Revised December 11 „2006; Revised January. 4, 2007 R&isedfebrua y 12; 2007; Revised,October. 14, 206 November 17,, 2008; Revised'January.14, 2009 ;,June. 15,.2012 the purpose of studying and monitoring this wetland enhancement project as an outdoor land lab educational opportunity. 5. The Applicants hereby proffer that, all commercial site plans and the community_ center site plans submitted to Frederick County will be designed to .'i'mplement Best Management Practices ( "BMP ") to promote ;stormwater quality measures. A statement will be provided on.each commercial site plan and. on the °community center site plans identifying the party or parties responsible, for maintaining these BMP facilities as a: condition of site plan approval. File #3800WG/ 20.12. Conditional /_oning.Amendment/IAW i Greenway Engineering • September 4, 2005; Revised November 4, 2(1(15 16 Revised November 30, 2005: Revised May 18.2006 Revised June 27, 2006: Revised September 26, 2006 RevisedlOctober24'. 2006; Revised November 18. 2006 Revised December 11, 2006:, Revised January 4,.2007 R&ise&: - ebruary 12. 2007: Revised October 14. 2008 November 17.,2008;, Revised January 14, 2009; June 15. 2012 u J•) • Signatures The conditions proffered above shall be binding upon the assigns and. successors in the interest of the Applicants who constitute the owners of the Property. In the. event ` the Frederick County Board of Supervisors grants this rezoning, and, accepts, the proffered conditions set forth in this proffer statement, the foregoing , proffered conditions shall apply to the Property rezoned in addition to other requirements. set forth in the Ordinance. Respectfully Submitted: • Wi - ow Grove. V LC Date Commonwealth of Virginia, C- /County of To Wit: The foregoing instrument was acknowledged before me this day of 20 I Zby% Notary Public My Commission Expires ]ohn T. Conrad t cop PlOTARY PUBLIC Commonarea4th of:-Virginia of X:: Reg. ,t! 7163104 C06isslon Wires. kpAmber 30, 2012 File #3800WG/2012 Conditional zoning Amendment/EAw Greenway.Engneering September.t; 2005; Revised. November4; 2005 17 Revised November 30,2005; Revised May 18, 2006 Revised June 27,'2006; Revised September 26, 2006 Revised`Octobei 24, 2006; Revised November 18, 2006 Revised, December 'b`l, 2006; Revised January 4, 2007 Reviseffebruary 12, 2007; Revised. October 14; 2008 November 17, 2008,; Revised.January 14,.2009; June 15, 2012 J.) Signatures_ The conditions proffered above shall be binding upon the assigns and successors in the interest of the Applicants who constitute the owners, of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement, the foregoing proffered - conditions shall apply to the Property rezoned in addition to- other requirements 'set forth in the Ordinance. By: L% 740 LLC —D at Commonwealth of Virginia, City /Eee y of khMen 14 FS % de K To Wit: The foregoing instrument was acknowledged before me this A2. day of &f NE 20 / L . by. 0. ,C n IOL4E Y PIN Tf— John T. Conrad � eta kOTARY PUBLIC c� �`. Commonalealth of Virginia ;.� os :. Reg, # 7163184 MVtommission' Expires SepUrnber 30, 2012 Notary Public My Commission Expires File #3800WG/2012 Conditional Zoning Amendment/EAW 0 Greenway Engineering Septemberl, 2005; Revised'November 4, 2005 18 Revised November 30, 200; Revised May 18, 2006 Revised June 27, 2006: Revised September 26, 2006 Revised October 24, 2006; Revised November 18, 2006 Revised December 11, 2006; Revised January 4; 2007 Revised February 12, 2607-,'Revised October'14, 2008 November t7,2008' Revised January' 14, 20W June 15, 2012 J.) Signatures The conditions proffered above shall be binding upon the assigns and successors 'n the interest of`the Applicants' who constitute the owners of the Property. In the event p the Frederick County Board of Supervisors grants this. rezoning and accepts th e proffered conditions set forth 'in this proffer statement, the :foregoing proffered conditions shall apply to the Property° rezoned in addition to other requirements set' forth Iri°the Ordinance. By. �� -ice ,. 0 LLC Date. Commonwealth of Virginia, City / t340f �Vir/eN-.ES 7E xC. To Wit: The foregoing instrument was acknowledged before me this day of w HE 20 11— .by 67 6 H FN GI H / E t .t co,"+ ]ohn T. Conrad . cc doNwFo NOTARY PUBLIC Commonwealth of Virginia Reg. # 7163184 My Commission Empires. September 30, 2012 ' Notary .Public My Commission Expires File #3800WG/2012 Conditional Zoning Amendment/EAW Greenway Engineering September 1,2005; Revised November 4; 2005 19 Revised - November 30;2005; Revised May 18, 2006 Revised June 27, 2006 Revised September 26, 2006 Revised October 24; 2006; Revised November 18, 2006 Revised December I -1, 2006; Revised January 4, 2007 Revised February 12, 2007 Revised October 14, 2008 November 117,2008; Revised January 14; 2009; June 15, 2012 1) Signatures The conditions proffered :.above shall be binding upon the assigns and successors 1n . the interest of the Applicants who constitute the owners of the Property. In the event' the Frederick County .Board of Supervisors grants this rezoning and accepts. the proffered, conditions set forth in this proffer statement, the, foregoing proffered .conditions shall apply to the Property rezoned in addition to other requirements set forth in the Ordinance. B Y : Miller and Smith a ' illow Run L.L.C. Date By: Miller and Smith, Inc.,. Manager By; Cbaries F. Stuart, Jr., Senior Vice President Commonwealth of Virginia, City /County of To Wit: The foregoing instrument was acknowledged before me this Z'2 day of J 2012- by Cha�l�� F• Sites, Tom.�w U ti Notary Public My Commission Expires MONTGOMERY NOTARY PUBLIC REGISTRATION # 7011.682 COMMONWEALTH OF VIRGINIA (AY C:9MMISSION EXPIRES AUGUST 31 , 2014 File #3800WG /2012 Conditional Zoning•AmendmenIJEAW Gteenway Engineering , September:1,2005; Revised November -4; 200 20 Revised November 3'0; 206 ;,Revised May 18, 2006 , Revised June 27, 2006; Revised September 26, 2006 Revised October 24, 2006; Revised November, 18, 2006, Revised Decemberl 1; 2006; Revised;January42007 Revised February 12, 2007; Revised October 14,2008 November 17 „2008; Revised January 14;;2009; June 15, 2012 , J.) Signatures, The conditions proffered 'above shal -I be binding upon the assigns and successors in the interest of the Applicants who constitute the owners of the Property. In the event the Frederick County Board of Supervisors grants this rezoning and accepts the proffered conditions set forth in this proffer statement; the `foregoing proffered conditions shall' apply to the Property rezoned in addition to other requirements set forth, in the Ordinance. By: (Ld a Greystone Properties LLC Date Commonwealth of Virginia, City /E.-ount-y of To Wit: The foregoing,instrumentwag acknowledged before :me,this 0.i day of 20 by �� My Commission Expires ,d-tc 36.; o? o'J File #3800WG/2012 Condiiional.Zoning Amendment/EAW L, ' &r-v4- Notary Gblic. E DY GROVE TARY PUBLIC nwealth of Virginia eg. #184054