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HomeMy WebLinkAbout05-13 Proffer Statement1 .. - w. w _RESOLTJT`TON' yp0U7 Action t�. PLANNING CO vIMISISION Qcto'ber 16 2Q11'3 ` - Recommended Approval, BOARD OF SUPERVISORS':, Novernber,;13, 2013' ;C` APPROVED � DENIED - AN ORDINANCE AMEi VIN" h TIIE;`ZONINGDISTRICT MAF _. REZONIN(G #OS :1�3 PROFFER ;12EVISION: OF GOVERNORS' HILL; WHEREAS sRezoning #Q5 =13 P;roffer`R'ev> ion of Governor -s Hill, suhtutted';by.Pennonr Associates Inc , to re�.'ise the proffers associated with,Rezoning #�10 =08 rel'atrng to :the_ -Transportatron,Enhancemerits "' and " Ens ronment' secthons .of the pr,6&rs, was voris dered Tl e`° proffer re stun ; - orr�rna11 dated; ptcmbc r u w201)8, x th:a firial,revtsion,datea September 26,e 2C113,;rernove5, items that Have already lietn dealt with or are proposed Ito be dealt wrth by others and changes the date,ol pe �formar ce provisron _for rrlau �rnpru�eniErit� fr on1,201y5 to 2025 De0Ao. pmOnt tr ggers�t:6r road tmprovernents remain rn place, so if ee�in' o �l is wwad soonrthe rood, � � �rneninni i, ncht in rove',,. n s _ - _; wrlahaisu rnuve'feir�,adi=d. the °deaaline_tor installatiacin oa °a left:turn Pane and median crossoVer,to access✓ Rau.en Pointe retr are l5 in pl'are` unchanged. The propertces edgy lcated app z) i aatei one mac ,as "t it- Interstate ftfl on tlae south side of,Mi'llwocid,I?rke (route0 East) rnd" across fr6rtl.Slzlpht :ir Springs.Road' ' (Route 655,), acid The ,Ravens Subd'iurstori, ,n,.flie Shawnee `Ma�isterral 'Distr et and `rs ,ideiltr`l.ieel by Property Ident'if eatrun numbers 64 -A 83 ,x'64 A 83 A, 64 A 84': 6� -A 85, 64 A =86 aril - _, _ WH;FREAS, the Plannmt;;C, i'i sran;held a pub�i� °mePtrrig,on this reLOning, oo C�ct< ber 1 2013 a , andforwazde(l a r; c ogimendatiory ofapproval and N'VHERI�.' A�, tf e F�oard of Superutsors Held a.puh�i<c m ' urn 1n this, "rezc�n ngroii`I Tov4mher 1 2013 dnd WH1J.RiJAS, the Frcde±iek (ountyWard_ufSt:pc,r�•isors tir d� tti. at�proval of this5re�c nrng o�be ira a z ` the :best interest f the pubiie;- healah, sal ty, w lfare and m; ortormanec with 'the C.om pre l ensi z Plar ` a �?O'W, THEREFORE, BE:IT.OIZDA IYED "'by the; Frederr,k,COunty oar, <)I Supcervrsors that - Chapter IES'of the Frederr�k,(ot�nty ,Code "; 7oni'ng, rs amended to revrseabe proffers assocrated with _ Rezarmg a1,0 08` relatir' tp, the Transp rtat�l ri;.I rlhancemerits "'arid ` F n� rrenm °ent" 'sec trons of the: proffers: The protfer`tc rstc�n, ur g�ni�l y afft d Sep% mber;':2, ?U :O with a final revrsiori, dated . I S�pternber 26,, 0:13, remo� es items that haye�alre dy roPen de a' ��i'tl of are;prupused to he dealt with ` by ther"s,and crAang��, therdatc; of pepfc, nce;prov�srot, for r,` "�c imorovernent.s frc�in 2015 tit " 20�5..Development >triggers for road:inprovements: remam,m place, so if economic conditions improve and the deuelopment:is able to �mo've:forward sooner; the road', mpro vernent8 will also move forward.: The deadline for'i_nstallation ofa lekturn lane,and median crossover to access ,.Raven.Poir te,remains,in. -place unchanged - = 'This ordinance shall. be iri;effeet..on the date of adoption, " Passed: this, l 3;th day of November; 2013 by..the folk wmg recorded vo _e•: Richard C. Shickle Chairman Ay, P' Gary... Lofton Aye, Robert -A Hess Aye Robert W.., We Aye , Gene E. Fisher Aye Charles S., DeHaven, -Jr. Aye Christopher-E'. ,611ins AYE- _ A CORY.ATTEST;. John itty . Fred 5 k County Admi "nistrator VIRGINIA FREDERICK COUNTY.SC1' Thisinstrument of writing was produced to me' on at and.with certUl"catc ackn( ��lcdacment'thereto annexed; I admitted to rccord.'Ta1 i'mposed'by See: .S .l. -1302 of - IVA d 5 ..1 i01 have;been paid, �f as5cstiat le. 5 ==, an i - QcA _ %644 . CGJ . PROFFER STATEMENT REZONING': RZ:'- #10 -08: R4 and RA to R4. PROPERTY: 278.0 Acres -:U_. Tax,Map,& Parcels 64 -A -83; 83A, 84, 85, 86, and 87 (the "Property ") RECORD OWNER: Carpers Valley Development, LLC and Governors. Hill LLC APPLICANT: Carpers Valley Development, LLC and. Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE OF PROFFERS': March.24, 2008 REVISION DATE: September 2, 2008; October 31; 2008; December 8,,2008; January 9, 2009; May 1, 2013; June 17, 2013, July 23, "20`13; August 15, 2013; September 6, 2013; September 26, 20.13 The 'undersigned owners hereby proffer that the use And development of the subject property, ( "Property ")j as described above, shall be "in conformance with the following conditions, which shall ;supersede all other proffers• that may have been made prior.hereto. In the event;that the above referenced rezoning is not granted as applied for by the Applicant ( "Applicant" ), these proffers shall be deemed withdrawn and shall be null and void. Further,` these proffers are contingent ,upon ,final rezoning of the Property, with "Final: Rezoning" defined.as that rezoning that is in effect on the day upon which the Frederick County Board' of County Supervisors (the "Board ") grants the rezoning.. The headings of .the proffers set forth below have been prepared for convenience or reference only and shall not control or affect the meaning .or be- taken as an interpretation of any provision of the proffers. The. improvements proffered herein shall be provided. at the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise- specified herein. The term "Applicant" as referenced. herein 'shall include. within its meaning all future owners, assigns; and successors 'in interest: When used � in these .proffers; the "Master 'Development Pl'an'' shall refer .to 'the plan entitled "Master Development Plan, Governors Hill prepared by Patton Harris Rust & Associates, (the " MDP ") dated March 2009. revised.January 9,2009. L LAND USE 1..1 The proiect shall be designed to establish interconnected mixed -use residential and commercial /employment Land .Bays 'in general conformance with the MDP, and as is specifically 'set •forth in these Page l of 15 • N proffers 'subject to minor modifications as necessary upon final " engineering including but not limited to intersection,ali"gnmernts. 1.2: All development, 'including street 'landscaping shall be accomplished in general conformance with the " .Governors Hill, Design and Development, Standards", prepared by PHR &A attached hereto and incorporated' 'herein by reference' ,(the "Design and Development Standards "). 1..3 Residential uses shall be prohibited in 'the area identified as Land Bay 2 on the'MDP: Furthermore; Land -Bay -2 shall, he, "restricted to those uses permitted, n- the General Business (B' -2) zoning district as specified in the Frederick County Code Article X, § 165- 82B(T). 1,4 Except as, modified herein,, areas of, ,residential development on the Property shall 'be limited to: Land Bay 1 and shall be developed in conformance with the regulations of the Residential Planned Community' (".R4 ") zoning,' district, including permissible:housiog types set forth in -the. Trederick;' County Code Article VII, § 165- 67.through §165-72; as cross --referenced to .Article VI §1'65`` ='S,8, through §165 -66. Unit types and lot. lay_ outs within xesidential Land Bays may .,comprise any- of the permitted unit types as set forth in the .Design and Development IS.tandards, and authorized forlthe R4 district, and 'these Proffers. i - L:5 Residential development on the Property shalfi not exceed 550 dwelling units, with a iinix of housing types permitted in the R4 . district. Multi- family units, as defined by the: Design ,and Development Standards, shall not exceed 501/o of the total number of d'"welling• units developed in the' project. No residential structures shall be closer than 2000 feet from the centerline of`the existing Winchester. Airport`runway. 1.6 P"rio"r- to the Property exceeding 1,285,000 square feet of commercial building. floor area, the Applicant shall submit to the .County a revised Traffic Impact Analysis (TIA) for the Property.a The total permitted commercial building floor area may increase provided that °the; Applicant completes a, revised traffic impact, analysis which, identifies the impacts r of trips for commercial 'development in excess of 45,815, Average Daily Trips (ADT) and mitigation,, if necessary for said'imp Us °is provided by the Applicant in a:form that is acceptable to the County and VDOT.. 2. CONSTRUCTION OF•A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified" development in accordance. with applicable ordinances and regulations for the R4 zoning,. district, the, MDP as approved by the Board, and this Proffer Statement. Page 2 of 15 r N 3, ACCES,$1 TO ARMORY PARCEL 3'.1 -The Applicant has designed- and. constructed a two lane public roadway, identified on the MDP as 'Pendleton Drive;_ from Arbor Court to the entrance of the Armory Site (TM 64- A =82). At such time that Tazewell Road is constructed as depicted lon the MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road. 4. :PHAS'ING, OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay 1 of the Property shall be, issued on the following phasing schedule: Year 1 (Months 1. - =12): 140 building.. permits Year 2 (Months 13 -24): 140 building.-permits: Year 3 (Months.25 -36)€ 140 building, permits Year 4 (Months., 3,7-48): 130 building, permits The above identified phasing schedule is taken from the Date of Final Rezoning (DFR)-. Any building permits not 'issued within any given year may b-e carried overto-the followingyear, however °the'Applicant shall not make application for more. than 200 residential building permits in, any given ,year. 4.2 Commercial and employment uses may be constructed at any time. 4.3. Improvements including a 3,000 square foot community center, 3,5.00 square feet of neighborhood swimming pools, and a. dog park shall be constructed in conjunction with residential development in Land Bay 1 and the- land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The 1_o-cation thereof shall be depicted on final subdivision plans, for such residential development. These recreational amenities shall serve to meet the requirement of I recreation unit per 30 dwellings. These improvements shall beo completed prior to the issuance ,of the 281st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5:1, - All buildings on. the Property shall be constructed, using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property Owner Association ,to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page.3 of i5 CD .ca 52 All signage within the Property shall, be in substantial conformity with a comprehensive- sign plan that :meets the requirements of the Zoning Ordinance;'for signage, which shall, be submitted in conjunction with the first final site or subdivision .plan for the Property. 6. PEDESTRIAN TRAIL - SYSTEM AND RECREATION AREAS 6.1 The Applicant- shall design and build a public pedestrian- bicycle trail system to Virginia .Department of Transportation standards that links residential and comi- ercial.areas within the development. Said trails shall be in; the locations generally depicted on the MDP. To' the extent that such trails are not depicted on the MDP at the time of Final. Rezoning, such trails shall be connected with or linked to the internal :street and, sidewalk network. Sidewalks shall be constructed on public streets to VDOT' standards, and' a miriimum of four -foot sidewalks shall be constructed on private streets.. All icombined pedestrian/bicycling trails shall be 10 .feet wide, and. shall have an asphalt: surface. 7. FIRE & RESCUE: 7.1 The Applicant,shall contribute to the Board the sum of •$422 per dwelling unit :for fire, and rescue purposes, payable upon the issuance of a building permit;for each dwelling. unit. 7.2 Following Final "Rezoning, 'the Master POA to be, created in accordance herewith shall• contribute annually, on or before July 1" of each .year, the sum of $1,00 per constructed residential' unit, . and $100 per 100.0 square feet of constructed commercial (not including, any land in public use), to the fire and rescue company providing, first - response service to the Property. Such contribution shall be monitored and enforced by the master POA, and the Board may require: an accounting of such payments at such times -and upon such conditions.as it may determine necessary. Said monetary contribution shalt cease'at such time that'the fire and rescue, company providing first response service. is no .longer a volunteer operation or should the County adopt a fee for• service plan to provide ;fire and rescue services. 8. SCHOOLS: 8'.1 The, Applicant. shall contribute to the Board the sum of $1,,714 per dwelling unit for educational purposes, payable upon the - issuance of a 'building permit for each dwelling unit. Page 4 of.I5 r GJ CD 9., PARKS` & OPEN SPACE: 9.1 The Applicant shall contribute to.the goard'the. sum of $3:43 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each: dwelling unit. 10. LIBRARIES: :1.0.1 The Applicant shall contribute to.-the Board the sum of $79 per dwelling unit for library purposes, payable upon the _issuance of a building permit for, each 'dwelling unit. I.I. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board -the, sum of $79 per dwelling unit upon `issuance of a building permit for each dwelling unit to be used for construction of a:general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.4 The Master, Property, Owners' Association to be created in accordance herewith .shall be. created contemporaneously with the first final site or subdivision plan submitted for, the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA ") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards% signage requirements, landscape maintenance; and similar. matters: Any homeowners' or property owners' associations. created, for commercial or residential uses individually shall act as a subset of the Master POA. 1.2.3 The= residential'portion of the development -shall be.made subject to one or more Property, Owners' Association(s) (hereinafter . "Residential POA ") that shall be responsible for the ownership, maintenance and repair of the community center, walking trails in Land Bay 1, swimrriing pools, all common areas, -including any conservation areas that may be established in accordance herewith' not dedicated to the County or others, and' stormwater management facilities not dedicated to public use in Land Bay' 1, for each 'area -subject to their jurisdiction, and shall be provided such other responsibilities, duties, and _powers as are customary, for such associations or as may be required for such Residential POA:herein. 1.2:4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay I­- (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside' of residential lots; (iii) private streets serving the residents who are members of such Page 50 15 W W association; (iv) common solid waste disposal and recycling programs, including;. curbside pick -up of - refuse by a ,private refuse collection company, and (v)' responsibility for the perpetual maintenance of any street, perimeter, or road 'buffer areas, all of which buffer areas: shall be located within easements 'to be granted -to the:'Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate instrument 12.5 The Residential POA shall be so established, that it possesses all necessary powers,to. set ;and revise ;fees and dues in sufficient sums to perform the responsibilities assigned to,it hereunder and under the Declaration to be recorded creating such Association„ In addition; upon any conveyance of a,residential unit from the'builder thereof to a home purchaser, there shall be a fee paid by the home purchaser to the :Residential POA in an amount equal .to three times the -then- current monthly residential dues applicable to the unit so,conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United, States, or Frederick County) shall be made' subject to one or more Property Owners' Association(s) (hereinafter "Commercial POA "). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas" in Land Bay 2, including any conservation areas that may be established in accordance :herewith not dedicated to the County or others, and storm-water management facilities .(under common, (open ;,space) ownership) note dedicated to public use for .each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as, are customary for such :associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial POA, in Land Bay 2, shall have title to and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common 'buffer areas located outside. of commercial lots; (iii) responsibility for the perpetual maintenance of any 'street, perimeter, or .road buffer areas, all of which buffer areas shall be located within easements to be granted to the Commercial POA if platted within commercial or other Iots, or, parcels, or otherwise granted to the Commercial POA by appropriate,instrument. 13,. WATER & SEWER: 13.1` The. Applicant shall be responsible for connecting the, Property to public water and sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 6 of 15 CD W N l4e, ENVIRONMENT: 14.1 Stormwater-rnanagement and, Best Management Practices °(BMP) for the Property shall be. provided, in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, . Chapter 2; Table 2 -3. 14.2 The Applicant ;shall provide notice in all sales literature, in covenants, conditions: and {restrictions for any Property ,Owners' Associations, of the adjacency of- the Winchester .Regional .Airport. The Applicant shall provide ' noise : attenuation - treatment for' all residential - units. 15. TRANSPORTATION: 1'5.1 The major roadways to be constructed on the 'Property;shall. be constructed, in the locations depicted on the MPY51 with :reasonable adjustments permitted for final engineering. 15.2 Excluding '200000 square feet of office uses which may be developed at Any time, utilizing; access to the existing completed portion of'Coverstone Drive, the Applicant shall design and construct. Coverstone Drive as a full section`with raised - medians on a minimum 90'' right- of,way, utilizing the following phasing, schedule: PHASE t: Phase 1_ shall consist of -the full .,four ,larien'section, including a ten-foot trail from Millwood- Pike to the first intersection on Coverrstone Drive as depicted.. on the MDP from Point A to Point B. Said roadway shall. be constructed to base asphalt. prior . to issuance of a certificate of occupancy for any commercial building. for the Property and /or prior to issuance of a. building permit for any residential units, excluding model homes, 'located in Land Bay 1. "Phase I. •improvements shall consist of all necessary improvements, :including signalization when warranted by VDOT,' to create. a four way intersection, at ihe' "existing intersection of Inverlee Way and Millwood Pike as: shown on the MDP. Page 7 of 15 .0 e CD CA) CIO. CA.)' PHASE 2•: Phase 2 shall' consist of construction of a two lane: section of Coverstone Drive from Point B., to Point. C as depicted on the MDP. Said roadway. improvements, shall be completed prior- to issuance of a certificate of occupancy, -for any use that would cause the Property to exceed 400;000 square ;feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the remaining two lane section of Coverstone Drive from Poini B to Point C as .depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any. use that would cause. they .Property to exceed $001000 square feet of commercial building area.. -PHASE 4: The .Applicant shall design Coverstone .Drive Extended as a four -lane section from Prince Frederick to .Relocated Route. 522 as depicted from Point D to Point E. or for a maximum distance of .80.0 feet when the alignment of Relocated, 522 has been determined by VDOT, and the. right of way for this segment of Coverstone Drive has been acquired` b- VDOT or Frederick County. In the event that`the alignment, for relocated Route 522 has not ,been. determined or.if' -the right of '.way for Coverstone Drive Extended is not secured by June . 30, 2018 • then the Applicant shall pay to the County- $20,000 for transportation improvements within the vicinity of 'the . Property in lieu of designing said portion of Coverstone Drive. 'The Applicant shall further pay " to the County $1,;000 for each permitted residential unit - as a contribution towards the future construction of Coverstone Drive Extended, but, if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in .the vicinity of the Property that have a rational nexu"s'to the Property: Such funds shall be paid at the ,time: of building p .- ermi issuance for each o,f the permitted residential units. 15,3 Notwithstanding any other provisions of these proffers; the Applicant, shall construct Coverstone ;Drive as a full four; lane section as . required -in Proffer 15.2 from ;Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and easiboun&left turn lane-shall be, constructed 'at 'the existin g Millwood Pike and Inverlee intersection prior to _November 4, 2015. Page 8 of 15 C;J 15.4 The Applicant shall design and construct Tazewell. Road as shown on the MDP. as a minimum two lane roadway within a variable width right' of way with a. maximum right of way width of 60' to provide access to residential uses within Land :Bay 1 and other commercial areas of Land Bay 2.' Said 60' xight of way width "shall. be required for Tazewell Road between Coverstone Drive and Pendleton Drive. The right of way and road width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore, no certificate of occupancy for any residential dwelling that is served by Tazewell Road, , excluding model homes, shall be .issued. until such time that access to Land. Bay 1 from Millwood Pike .is provided via Coverstone Drive and Tazewell Road. 15:5 The Applicants shall pay 'to the County the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall. be paid, within sixty'(60) days of the issuance of the first residential building permit in Land Bay. 1. 1`5.6 The Applicants shall pay to the. County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and. Prince -Frederick Drive. Such funds shall be paid within, sixty (60) days of receiving written request from the County and VDOT after acceptance :of Phase 2 Coverstone Drive. Improvements per Proffer 15.2 into the State highway system. 15.7 Access to 'Millwood Pike shall, be limited to Coverstone Drive as shown on the 'MDP with the exception of the private driveway .currently serving TM 64- A -83B. The Applicant shall close said .driveway once access is provided to TM 64 -A -8313 via the internal' residential street network as depicted on the NIDP. Additionally, the Applicant shall close the existing . crossover previously used for access to the golf course concurrent with Phase 1 improvements' as provided by Proffer 15:2.. 15.8 All public right =of =ways shall be dedicated to Frederick'County, as part of the subdivisiori.approval process, consistent with applicable Virginia law. :15.9 All public "streets and roads shall be designed in accordance with the Virginia Department of Transportation specifications,, subject to review and approval by Frederick County and VDOT. 15.10 All private street's° and -roads shall be constructed in accordance with the current Virginia. Department of Transportation. structural standards, and .as may be.modified' by'the County, and shall be owned and;maintained by the Property. Owners. Association served by such streets or roads. Page 9 of 15 •' C.J CA) Cn 15,11 The design of off - .site road improvem'ents shall. be in" general conformance with the plan entitled ",Governors Hill Road Improvements" Sheets 1 -2, as pfepared.'by Patton Harris Rust and Associates; dated October 30, 2008. Excluding 200,000 square feet of office uses which may be developed at anytime, utilizing, access to the existing completed portion of Coverstone Drive, off_ ' site, improvements shall be :constructed in three phases as depicted on the aforementioned plans as follows: Phase,A: Phase A improvements shall consist of improvements at the intersection of Millwood Pike /lnverlee Way /Coverstone Drive and ;shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B: Phase B ;improvements shall consist, of improvements at the intersections of Millwood Pike /Prince Frederick Drive and Prince Frederick Drive /Costello Drive. Phase B improvements. shall. be completed coincident with Phase 2 Coverstone Drive. construction per Proffer 15.2. Phase C: Phase C improvements' shall consist of improvements at the, intersection of Millwood Pike/Sulphur, Spring Road. .Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtaid any off -site right of way needed °to complete any proffered off -site transportation improvements. In'the event that the Applicant is not able to obtain the right of way and, further, the County and /or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is, equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be''subject to review and approval 'by VDOT. The monetary contribution shall coincide with the commercial „area threshold that triggers -the off-site road improvement as identified in Proffer 15..'11. 15,.13 Any future transportation analyses which may he required for the Property, shall utilize Code 820 "Retail" per the I.T.E. Trip._ Generation Manual 7" Edition for any commercial use other than office .use.. Page 10 of 15 .: any p _y 15.1 °4 In the event an coffered off -site road improvements are .constructed b others,. the Applicant shall provide a monetary contribution to 'Frederick County that is equivalent to the ;estimated construction costs of those -proffered road :improvements not installed 'by the Applicant. The construction cost estimate shall, 'be subject to review and approval by VDOT. The monetary contribution `shall coincide with the commercial area threshold .that triggers the off -site road: improvements as identified in :Proffer .15.11. 16. CULTURAL RESOURCES INVESTIGATION AND.' PRESERVATION 'The Applicant §hall conduct or cause to be conducted a Phase I .Archaeological Investigation of -the :Property, prior to the approval' of the first final site or subdivision plan' -'for 'the Property, and shall complete Phase II and III investigations thereof as may be demonstrated to be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In. the event, any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors (`Board ") within 30 months of October 12, ;2005, as, applied for by the Applicant,, said contributions shall be in the amounts. as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October 12, 2005; shall be adjusted in acco rdance'With the PI Urban Consumer Price Index ( "C-U ") published by the United. States - .Department of Labor; such that df the time contributions are paid', they ;shall be adjusted by the ;percentage; change in the CPI -U from that date 30 months after October -12,, 2005, to the most recently available CPI -U to the date the contributions ,are "paid, subject to a cap of 5% per -year; non - compounded. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page I1 6f 15 Goy =errors.lRU +L.L;C: v: MS Ctrpers Valley- Investors, L:L C:':,Tanaoing Ltilember Iii-: Mille./ati l Smith Inc ; Tklatiager Charles K Stuart, jr,. tanager S 1 A.'U'F OF VTRGINT:=\, .1 I" LARGE The foregoing it strumetat'� as acluiowledged before me this _ //1/� day of I/ 2013, b A:✓IGQ '��''uGU'f�R • PTA My comml Sto expires N otaq P Libk , LACHAKA MEDINA DfONYSSOPOULOS Notary 0011C Commonwealth of Virginia 7540972 My "Commission Expires Apr 30, 2017 Paje 12 c£I5 O J o •W CA) co C:arpers Valley Deg eloipinent, L.L.C. IBV: MS C arpers Valle} Investors, L L.C:., Nfana,;ing Methbe BY: Miller and Stnithj 1c,., .i1I'anag r Charles F.:Stuartjn 'laanager STATL OF VIRGI.T A, AT LARGE F "1RII AX COUNTY, To -wit: The fore goin istrutnell ackrio�vle A red before me this day of %%� `� Wit - -`�' 201.3, by ��`f: 1�: AhT Comm.issi Al, Xpi`-.-'s l . N;ota. ' Public LACNAKA MEDINA DIONYSSOPOULOS Notary Public, Commonoreatth; of V romis .7540972' RAy Commission Ezpites Apr 30. 2017 . i Page 13gf1s CA) CIO Govcinors'I'Iill Tn�c5tov5; =l I..C. By =: 11;1S Carpers Valley Investors, L.L.C'., Man.a illembeL Charles F. Stuart, Jr., Manager S I A',I 'E OF VIRGINIA, AT LARGE FA.R.I;FA,%.- ;CUL N I� ; T'o_ «' The foregoi i mstruiilen ova�j clirio�vled?ed laefore me .this day of , 2013,13v „� Nly rointnl N'o,tar'y Pu.bhc LACHAKA MEDINA DIONYSSOPOULOS 'Notary "Public CommonwealtK W 'V'irginia 75.40972 Jay Commission ,Expires Apr. 30, 2017 Page 14 or 15 1'IS Cnrpers,'V 11ev Investors, I :I.,.C. By: N1S` C'arpers Valley TnNTestots., ] .L C.,1\1anagiilg _illemher az-/--C�-Z Charles P. Stuart, Jr1 Tanager S I' 'I'F O,F v IRGL-i�TI ,W1 T ARGF FAR =I`F COUNI[�; `I'o -wit: The Fregoii instnunent was, -nowl'edged,.before rile ttusday of Ayem 20`13, 6v 7'�t!7%1/��O�Y My comnaiss sir xp��psll Notary Public LACHAKA MEDINA DIONYSSOPOULOS Notary Public Commonwealtii of Virginia 1540912 CommissionExpires Apr30, 2017 Page 15 of 15 CD. ca cD proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection alignments. 1,2 All development, including street. landscaping, shall. be'accomplished in general conformance with. the "Governors Hill, 'Design and Development Standards ", prepared by PHR&A attached hereto and incorporated herein by reference (the "Resign and Development Standards'). 1..3 Residential uses shall be prohibited,in the arca:identifed as Land Bay 2 on the;MDP..Furthermore, Land' :1Hay 2 shall be.restricted to those uses permitted in the General Business (P-2) zoning, district as specified in the Frederick County Code Article X, § 165 =82B(l ). 1.4 Except as modified herein, areas of 'residential development on the Property shall be limited to Land Bay 1 and shall, be developed in conformance,with the regulations of the Residential Planned Community ( "R4 ") .zoning district, including permissible housing types set forth in the Frederick County Code .Article VII, §165 -67 through § 165 -72, as cross- referenced to :Article VI, §165 =58, through .§;165 -66. Unit types and lot layouts within residential hand Bays may comprise any of the permitted unit, types as set forth in the, Design. and Development Standards, and authorized for the R4 district,zan&these.Proffers. 1.5 Residential dovelopment on the .Property shall not exceed 550 dwelling units, with a mix of Housing types permitted .in thel R4 district. Multi - family units, as defined by the Design and Development Standards, shall not exceed 50° o of the total number of 'dwelling units developed' in the project. No residential structures shall `be closer than 2000 feet from the centerline of the existing Winchester Airport,runway. 1.6 Prior to the ;Property. exceeding 1,285,000 square _feet of commercial. 'building floor area, the Applicant shall submit -to the County a revised Traffic Impact ,Analysis (TIA) for the Property, The, total ,permitted commercial building:floor area,may increase provided that the Applicant completes a revised traff c .impact= analysis which, identifies the impacts of trips :for- commercial development in excess of.45,81'5 Average Daily 'rips (ADT) and mitigation, if necessary for said `impacts is)provided'by the Applicantin a form that is acceptable to the County and VDOT. 2. 'CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development in °accordance with applicable ordinances and, regulations for the R4 zoning district, the MDP as approved by the Board, and this Proffer Statement. Pale 2 of 15 3. ACCESS' 0 ARMORY PARCEL 3,1 The Applicant has designed and constructed a two lane public roadway, - identified on the MDP as Pendleton Drive, from Arbor Court to the. entrance of the Armory Site (TM 64- A -82). At such. time 'that Tazewell .Road is constructed as depicted on the :MDP, the Applicant shall extend Pendleton Drive to connect with Tazewell Road, 4. PHASING OF RESIDENTIAL DEVELOPMENT 4.1. Building permits for Land Bay 1 of the Property shall be issued on the following phasing schedule: Year I (Months J -12): 140 building.permits Year, 2 (Months 13 -24): 140 building permits Year 3 (Months 25 -36): 140'building permits Year ,4 (Mphths337 -48): 130 building permits The above 'identified phasing schedule is taken from the Date of Final Rezoning (DFR), Any building° permits not ;issued within any given year may be�carried over to the following year, however the.Applicant shall not make application for more than 200 residential building permits in any given year, 4.2 Commercial.and employment uses may be constructed at any time. 4.3' Improvements including a 3.,000 .square :foot community center, 3,500. square feet of neighborhood swimming pools, and a dog park shall be constructed -in conjunction, with residential 4eveiopment in Land Bay I and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These - improvements shall be completed prior to the issuance of the 281st residential building pertnit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property Shallr be constructed using compatible architectural styles: The Applicant shall establish one or more Architectural` Review Boards through the, required Property Owner ,Association.to be�created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page 3 or 15 • 0 .5.2 All signage within the Property, shall be in substantial conformity with a. comprehensive sign `plan that meets the requirements of the Zoning ;ordinance for signage, which. shall be submitted- in conjunction with the first final site or subdivision plan for the Property: 6. PEDESTRIAN`TRAIL SYSTEM AND RECREATION AREAS 6.1 The Applicant shall design and build a public, pedestrian - bicycle trail system to Virginia Department of Transportation standards that links residential and commercial areas within ,the, development. Said trails shall be to the locations generally depicted on the MDP. To the extent that such .trails are:.not depicted on the MDP at the, time -of Final :Rezoning, isuch trails shall be connected with or linked to the internal street and sidewalk network, Sidewalks shall be constructed on public streets to VDOT standards, and is minimum of four-foot sidewalks, shall be constructed on private streets.. All combined,pedestrian/bicycling trails, shall be 10 feet wide, and shall have an asphalt surface. 71 FIRE & RESCUE: 71 The Applicant shall contribute to the Board `the sum of $422 per dwelling unit fotfre and rescue purposes, payable upon the issuance of a building perm tfor each dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shall contribute annually, on or before July I" of each year, the sum of $!00 per constructed residential unit, end, WO per 1000 square feet of constructed commercial (not 'inciuding any land in public. use), to the fire and rescue company providing `First ` response service, to the Property... Such contribution shall be monitored and, enforced by the master POA, .and the Board may require an accounting of such payments At-such times and.'upon .such conditions as it may, determine necessary. ,Said monetary contribution, shall cease at such„ ,,time that the fire and rescue company providing first response service is no longer a volunteer operation or should the, County adopt a fee for service plan to: provide fire and rescue services. S. - SCHOOLS: 1.1 The Applicant shall contribute to the Board :the _sum of $1,7:14 per dwelling unit for educational purposes, payable upon the issuance of a. building permit for each dwelling unit, Pogo 4 of 15 • • 9. PARKS & OPEN SPACE: 91 The Applicant shall ;contribute to the Board the sum of $343 per dwelling unit .for recreational purposes; payable upon the issuance of a building ,permit for each dwelling, unit, 10, LIBRARIES: 10.1 The Applicant shall contribute 'to the Board. the sum of $79 per dwelling unit, for - library purposes, pay_ able upon the issuance of a building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall] establish a Master "Property Owners' Association (hereinafter "Master POA ") for Governors Hill, in its entirety, that shall, among. other things, have responsibility 'for asguring compliance with design . guidelines and standards, signage. :requirements, landscape maintenance; and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually shall act as a subset of the Master POA. 12.3` The residential portion of the development sholl'be made subject to one or more Property Owners' Associations) (hereinafter "Residential POA) that shall be °responsible °for the ownership, maintenance and repair of 'the community center, walking trails in Land Bay 1, swimming pools, all common areas, ,including any conservation areas that may be established in accordance herewith not dedicated to the County or others,. and stormwater management facilities:not dedicated to public use in Land, Say 1, for each area subject. to their jurisdiction, and shall, be provided such other responsibilities, duties, and powers as are customary for such `associations or as may be required for such Residential.POA herein., 12.4 In addition to such other duties and responsibilities as may be assigned, a Residential POA shall have'title to and responsibility for the following `in Land .Bay 1: (i) all common open space areas not otherwise dedicated to .public use, (ii) ;common buffer areas located outside of residential lots; (iii): private streets serving the residents who are members of such Pap s. ®r 15 0 • association; (iv) common solid waste disposal and° recycling programs, including curbside pick -up of refuse by a private. refuse collection .company, and (v) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be `located within easements to be granted to the Residential -TOA if platted within residential or other lots,, or otherwise granted` to the Residential POA by appropriate instrument. 12.5 The Residential POA shall be so established that Wpossesses all necessary powers to set and revise fees and dues ,in sufficient sums to perform the responsibilities assigned to it' hereunder and under the Declaration to be recorded creating such Association. In addition, upon any conveyance of a residential unit from the builder thereof to a Dome purchaser, there shall be a fee paid.by-the home purchaser to the. Residential POA in an amount equal to three times the then- current monthly residential dues applicable to the unit so conveyed. 12116 Any commercial portion of the development (with the exception of any property owned or lea"sed'by the United' States, or Frederick County)-shall be made subject to one or more Property Owners' Associations) (hereinafter "Commercial. POA"),, Such, Commercial POA(s) shall be responsible for - the ownership, maintenance and repair of all common areas in. Land Bay 2, including any conservation: areas that may be established an accordance herewith not dedicated to the County or others; and stormwater management facilities- (under common (open space) ownership) not dedicated to public use for each area. subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein, 12.7 In addition, to such.other duties and responsibilities ,as may be assigned, a Commercial POA, in Land Ray 2, shall have, title to and responsibility for (1) all common open space areas not otherwise,-dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any.-street, perimeter, or road 'buffer areas, :all of which buffer area's. shall be located within easements to be granted to the Commercial; POA if 'Platted, commercial or other lots, or parcels, or otherwise granted to the Commercial POA.by appropriate instrument. 13. WATER &SEWERc III The ,Applicant shall be responsible for connecting the''Property to public water and sower. It shall further 'be responsible 'for constructing all facilities requlred °for such connection atthe'Property`boundary. All water and sewer infrastructure shall be constructed in accordance with the requirements, of the Frederick County. Sanitation Authority. Pup 6 of 15 14. ENVIRONMENT: 14.1 Stormw ter management and Best Management. Practices (BMP) for the Property shall be provided In accordance with the Virginia Stormwater .Management Regulations, First Ed: 1999, Chapter 2, Table 2 -3. 14.2 The Applicant shall provide notice in all sales ;literature, in covenants, conditions and restrictions for any, Property' Owners' Associations, of'the adjacency of the Winchester Regional Ai f; The Applicant shall provide noise attenuation tmatmenf.for all.resid®ntial units. 15., TRANSPORTATION:.. 15.1 The rhajouroadways to be constructed on the Property shall be constructed In 'the 'locations. depicted on the MDP, with .reasonable adjustments. permitted f®r.final engineering: 15.2 Excluding` 200,000, square feet of ofllce uses, which may be developed at any time utilizng;access to the existing completed portion of Coverstone Drive, -the Applicant shall design ,and construct Coverstone Drive as 'a full section with raised medians on a minimum 00' right -of -`way, utilizing the following phasing schedule: PHASE l: Phase 1 shall consist of the full four lane section including a ten-fvot trail from Millwood Pike to the first intersection on Coverstone 'Drive as depicted on the M,P from Point A to Point.'. Said roadway shall be constructed to base asphalt prior to 'issuance of a certificate. of occupancy for any cornm6 rcial building for the Property and/or prior to issuance 'of a building permit for any residential ,units, excluding model homes, located in Land, Bay, 1. Phase 1 improvements shall consist of all necessary improvements, 'including signalixation when warranted by VDOT, to create a four'way intersection at the existing intersection of Inverlee Way end Millwood Pike as .shown on the MDP. Pap 7 of 15 PHASE 2: Phase .2 shall consist of construction of a two lane section of Coverstone give. from Point E to Point. C as depicted on the MDP. Said,roadway improvements shall be completed prior to issuance of a certificate of occupancy .for .any use that would cause the Property to exceed 400,000 square 'feet of commercial building'area. PHASE 3: Phase 3 shall consist of construction of the xcmainin&two.lane section, .of' Coverstonc Drive from Point l3 to Point C as depicted on ,the MDP. Said "roadway improvements shall be completed ,prior to issuance of a certificate of occupancy for any -use -that would cause the Property to exceed 800,000 square feet of commercial building area. PRASE 4; -The Applicant shall design Coverstone Drive Extended as a four4ane section from Pnnce'Frederick to, Relocated Route 522 as depicted from Point D to Point,;E4or for a maximum distance of 800 feet when the alignment of 'Relocated 522 has been determined'by VD ®T, and'the- right of way for, this segment of C®verstone Drive has been acquired by VDQT or Frederick County. In the event that the alignment for relocated Route 522 has' not been determined or if the right of 'way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the. County $20,000 for transportation improvements within the vicinity. of -the Property in lieu of designing` said portion of Coverstone Drive, The Applicant shall further pay to the County $1,000 for each permitted residential, unit as a contribution_ towards the future construction of Coverstone Drive - Extended, but if the conditions' above have not been met by June 30, 2018 then these funds may be used for otherprojpcts.in the. vicinity. of the Property that have a rational nexus to the. Property. Such funds shall be: paid at the time of building °permit issuance for each of the permitted. residential units. 15,3 Notwithstanding any other provisions of these proffers, the, Applicant shall construct Coverstone Drive as a full four -lane section as, required in Proffer 15..2 from Millwood Pike to Prince Frederick `Drive prior to November 1, 2025. A median break and eastbound left turn lane shall be constructed 'at the exi.stingt Millwood Pike and Inverlee intersection prior to .November .l ,, 2015. P4 soft3 1 • 0 15.4 The Applicant shall design and construct Tazewell Road as. shown. on the MAP as a minimum two lane roadway within a variable width right .of way with ,a maximum right of way' width of 60' to provide access to residential uses within Land of l and other commercial areas of Land Hay 2. Said 60' right of way width shall be required for Tazewell Road between ,Coverstone Drive and Pendleton Drive.. The right of -way and road width shall decrease for the remaining portions of Tazewell Road. Said - roadway shall be constructed 'in phases as needed for future subdivision plans. Furthermore, no -certificate of .occupancy for any residential dwelling. that is served by Tazewell Road, excluding model homes, shall be issued until such time that access to Land Hay 1 from Millwood Pike Wprovided`via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County the amount of $75,000 for signalization or other road. improvements' at the intersection of Millwood Pike '(US 'Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land `Hay 1. 15.6 The Appli cants. shall pay to the 'County the, amount of,,,$I75,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. `Such funds shall be paid within sixty (60)' days of receiving written request 'from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 153 Access- to Millwood `Pike shall be limited to Covcrstonc Drive as shown on the MDP -with the exception of the private driveway currently serving TM 64- A =x3B. The Applicant shall close said °driveway once access is provided to TM 64!A-83B via the internal residential street network as depicted _on the'MDP. Additionally, the:Applicant shall close the existing crossover previously used for access to the .golf course concurrent with Phase I improvements as provided by Proffer 15.2. 15.18 All public right -of- -ways shall`be dedicated to Frederick 'County as part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public :streets and roads shall be designed in accordance with` the Virginia; Aepartment of Transportation specifications, subject to _review and- approyal-by Frederick County and VDQT. 15,1.0 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards; and -as may be modified by the County, and shall be owned and,.maintained by the: Property Owners Association served'by such streets or�roads. Polo 9 of 15 • 0 15.11 The design of off' -site road improvements shall 'be in general conformance with the plan.entitled "Governors Hill Road:Irimprovements" Sheets .1 2, as prepared by Patton Harris Rust and Associates, dated October. 30, 2005, Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing ,completed portion of Coverstone Drive, offi;site .improvements shall. be constructed in three phases as depicted.on the.aforementioned.plans as follows: Phase, A: Phase A improvements shall ,consist of improvements at the Intersection of Millwood Pike/Inverlce Way /Coverstone .Drive and shall be completed,. coincident with Phase 1 Coverstone Drive construction per;"Proffer '1 -5.2.. Phase B; Phase B improvements shall consist of :improvements at the intersections of Millwood -PikOrince Frederick Drive and Prince.Froderick Drive /Costello Drive. Phase.B improvements shall be completed coincident with. Phase..2. Coverstone Drive construction per Profi'er 15.2, PhaseC: Phase C improvements :shall consist of improvements at the intersection of Millwood Pike /Sulphur Spring Road. Phase ,C improvements shall be completed coincident with Phase 3 Coverstone Drive construction_ per, Proffer 15.2. 15.1'2 The Applicant shall make good faith efforts, to obtain ,any off-site right of way' needed to complete any proffered'. off-site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the - County and/or'State of Virginia da:not obtain the necessary, right of way, in lieu of constructing the road'improvemen4 the Applicant shall' provide a monetary contribution to Frederick County that Is equivalent to the estimated construction cost of those road improvements that could not be implemented. The -construction cost estimate shall be subject to review and approval by VDQT. The monetary contribution shall coincide 'with _the commercial -area threshold that triggers the off-site roadimprovement as identified.inProfer 15.11.. 15,13 Any :future transportation analyses which may be required for the Property,. shall utilise Code 820 "Retail" per 'the f,T'E� Trip Generation Manu " '7 `h Fdition.forany commercial, use other than office.use. Pop to of 15 13.14 In the eventany proffered.off_site road improvements are constructed by others, the Applicant shall provide a monetary .contribution to Frederick County that is equivalent to the estimated construction costs of those -,proffered road improvements not, installed 'by the. Applicant, The construction cost estimate: shall be subject to review and approval by VDOT. The monetary- contribution shall coincide with the commercial area threshold that "triggers the off: site road improvements as identified in Proffer 15.11. 16. 'CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted a 'Phase I Archaeological Investigation of the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase 11 and III investigations thereof as may be demonstrated to be necessary by the Phase I. study. 17..ESCALATOR.CLAUSE 17:1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Hoard County Supervisors ("Board') within 30' months of October 12,1005, as. applied for. by the Applicant, said contributions shall be in the amounts as.stated herein. Any monetary contributions.set forth in the Proffer Statement:which are paid'to the Board after 30, months following October 12, 2005 shall be adjusted in accordance with the Urban. Consumer Price Index,( "CPI -U'l published by the. United States Department of Labor, such that at.the time contributions are-,paid, they shall be adjusted'by the percentage change in the CPI -U from that date 30 months after October 12, '2005 to the most recently available CPI -U to the date the contributions are paid, subject to a cap of 5%o per year, non- compounded. SIGNATURES APPEAR ON THE FOLLOWING PACES Pap 11 of 15 rvfs:cacp : Vnll6y Inv-6tor's-J.A.C., MiAP ffta-"'ng Meniber 13y; Miller 'S d I , A Ch,I irles- , P 'St ar, t p ji-o nags r S`FATE, OF'VIRGINTA A.I. IAPRGE ri,,'AIRFA--X,.,CO UNTY 'f6jepill, 41 . kn - ledge -cl bcfcirc�,tnc this; clay"'Of 4�,ip t,�mlent.,w as ac w '2013, my Commission expl;cl, N66FY,Public 6hrad -AlOrARVjU8L Ic. cOfpftfcniibaiw:OfvjeOt V:co, !�Qjmmigs ' I - vp&,,a or is G: ni(mtjl l,C. pois Valley Ve 1�fo Ry:: NS :By.. Mik-f and Smkhjhc.,:Mdfth9 r T, . F. cllilrlcb R. stu art - jjr'jV,kanag.-'- Fr �`I'A IE-Qf, Vl .. RGIN A 'I .L lRGE, FART X COUNTY, "Ibi-wit; tit wat;, clay 2013; by My cp.mmissiomvxpiic8 N6tary-l"N al John T; Conrad ps NCYrARY PUBLIC commonwealth of VirGinl$ Commission '.. Ex p I res I — I. b I - I iffis -�39; Pag; 1.3,vr,is C;E�virnc+�t:'! lily L�lvsag�g�,.lu l..;C;. 13y:; N's carlier� 1!Yllcy.[rivt ie ,1.,.1,. ,,,M tia ;inR.M:ember , Li R ..j C tearless F _anagex I +I�ttll��1Y��,C)IJIV`1'Y, _l'� wie: mot. C'l�t��'t�jcctn,isjteumcnt w n�ltx��wlc� cci',bc�Ec�re rrie this 20 13, ?vly cgnlmn 8s 1011 :expq �N�ta�y hi1laliL, Sohn T.,Conred RQURY- PUBLIC Commonwealth ofmrgg!ran '� IReg. #7163164.„ ' My Commisslon Ezpplt6o Septot�bor 80, 1016', Nine is of 4i 0 'MS Carp} --rs Valley, Inves-Ofs'I'l.c. ;!"Sy: m. clip rs,,Vipllcy J vCq,tors,,j.,,L.0 Managiiia Member FIWI "OF 'VIRGIN L,A,,, Al"FlOARGIR, F-ARIP-AXCOU 'IY, I -Mi: fb'doro-ne thls;13-aLd a V, f 2013. by nrad► AFIV'PUBLIC 631-84- c PROFFER STATEMENT REZONING: RZ: #710 -08: R4 and RA to R4 PROPERTY: 278.0 Acres Tax Map & Parcels 64 -A -83; 83A, 84, 85, 86, and 87 (the "Property ") RECORD OWNER: Carpers Valley Development; LLC and Governors Hill LLC ° APPLICANT: Carpers Valley Development, LLC and Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE OF PROFFERS: March 24,2008 REVISION'.DATE: September 2, 2008; October 31, 2008;, December, 8, 2008; January 9, 2.009; May 1,:2013; June 17, 2013,, July 23, 201 '3; August 15, 2013 The undersigned owners hereby proffer that, the use and development of the subject' property ( "Property "), as described above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant; (`Applicant "), these proffers shall be deemed withdrawn and shall be null; and void Further; these proffers are contingent upon final rezoning of the Property with "Final Rezoning" defined as that rezoning that °is in effect on the dayt upon. the. Frederick. County Board of County Supervisors (the `Board. ") grants the rezoning. The headings of the proffers set forth below have been prepared for convenience or reference only and , shall, not control. or affect the meaning 'or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time of development of that portion of the Property adjacent to or including the improvement or other: proffered requirement, unless ;otherwise specified Herein. The :term "Applicant" as .referenced herein shall include within its meaning all future owndrs,..assigns, and :successors in interest. When used in these proffers, the "Master, Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill ",prepared by Patton Harris Rust & Associates, (the "MDP ") dated. March 2008 revised January 9, 2009. L LAND.USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial /employment Land Bays in general conformance with the MDP, and as is specifically set forth in these proffers subject to minor modifications as necessary upon final engineering including but not limited to intersection, alignments. Page 1 of 15 L2 All.' development, including street landscaping, shall be accomplished in general conformance with the "Governors Hill, Design. and Development Standards ", prepared by PHR &A attached hereto and incorporated herein by reference (the "Design and Development Standards"). -1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MD.P. Furthermore, Land Bay 2 shall be restricted to those uses permitted. in. the General Business (13-2) zoning district as specified in; the Frederick. County Code Article X, §165-8213(l). L4 Except as modified Herein, areas of residential. development on the Property' shall be limited 'to Land Bay 1 and shall be developed in conformance with the regulations of the Residential Planned Community ( "R4") zoning district, including permissible housing types .set forth in the Frederick; County Code Article VI;I, §,165 -67 through § 165 -72, as, cross- referenced to Article Vl, §1- 65 -58, through §.165 -66. Unit types and lot layouts within residential Land' Bays may compri se any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the R4 district, and these Proffers: 1.5 Residential',development on the Property shall not exceed 5.50 dwelling units; with : a, mix, of ",housing types permitted in the R4 district: Multi- family units as defined by the Design and,Development Standards, shall. not exceed .50% o of the total number of dwelling_ units developed in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway. 1.6 Prior to the Property exceeding 1,285;0.00 square feet of commercial building floor area, the Applicant shall submit to the County a .revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial building .floor area may increase provided that the Applicant completes a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45;815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT.' 2. CONSTRUCTION OF. A UNIFIED DEVELOPMENT 2:1 Thel Property shall be developed as one single and unified development . in accordance,, with applicable ordinances and regulations for the R4 zoningg district, the MDP as approved by the Board, and this Proffer Statement. Page lof 15 3::; ACCESS" TO,ARMORY PARCEL 3.1 The Applicant has designed and constructed a• two lane public roadway, identified on the MOP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site (TM 64= A -82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with`Tazewell Road. 4. PHASING OF RESIDENTIAL DEVELOPMENT _4.1 Building, . permits for Land Bay 1 of the Prop_ erty shall' be issued on the following phasing schedule; Year 1 (Months. l -1`2): 140 building permits Year 2 (Months 13-24)- 140 buildinng permits ! Year 3 (Months 25 -36): 140 building permits Year 4 (Months 37=48): 130 building permits The above; identified, phasing schedule is taken from the Date; of Final Rezoning- (DFR). Any building permits. -not issued:witl in any given year may be carried over to the following year, however -the Applicant shall not make application for more than 200 residential building permits in any given year.. 4.2 Commercial and employment uses may be constructed at any time. 4.3 Improvements including a 3,000 square foot community center, 3,500 square feet 'of neighborhood swimming pools, and a dog park shall. be constructed in conjunction with residential development, in Land Bay 1 and the land therefor shall be dedicated upon. completion of the improvements: to the Property Owners Association. The 'location thereof shall be depicted on- final subdivision plans for. such residential development. These recreational amenities shall serve to meet the requirement of 1 ,recreation unit per 30 dwellings. These improvements, shall be completed prior to the issuance of the 281st residential building permit. 5, ARCHITECTURE, SIGNAGE, AND LANDSCAPING- 5. 1 All; buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish one or more Architectural Review Boards through the required Property, Owner Association to be created to enforce and administer a unified development plan in.general conformity with the Design and Development Standards. Page 3 of 15 5.2 All signage within the Property shall be in substantial conformity with a comprehensive. sign plan that meets the requirements of the Zoning Ordinance for signage, which ,shall be submitted in conjunction with the first final site or subdivision plan for the Property. 6. PEDESTRIAN TRAIL SYSTEM' AND RECREATION AREAS 6.J The Applicant: shall design and build a public pedestrian- bicycle trail. system .to. Virginia Department of Transportation standards that links residential' and commercial, areas within the development. Said trails shall be in-the :locations generally depicted on the MDP. To the extent that such trails are not depicted on the MDP At the time of Final Rezoning, such trails shall be connected with or linked to the internal street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards, and a minimum of four -foot sidewalks shall be constructed on private streets.. All combined pedestrian/bicycling - trails shall be 10 feet wide, and shall have an asphalt surface. 7. FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sum of 5422 per, dwelling. unit for fire and'rescue purposes, payable upon the issuance of a building permit for each dwelling unit.. „ 7.2 Following Final Rezoning, the Master POA to be. created in accordance herewith shall contribute annually, on or befaren July t st of each year, the sum of :$'100. per constructed residential unit, ,and $100 per 1000 square feet of constructed commercial (not including any land in public use), to the fire and rescue company providing first response service to the Property, Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary , contribution shall cease at such; time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue services. 8. SCHOOLS: 8.1 The Applicant shall- contribute to. the Board the sum of $1,714 per dwelling unit, for educational purposes; payable upon the issuance of a building permit for each dwelling unit. Page 4 of 15 9. PARKS & OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per.dwelling unit for recreational, purposes, payable upon the issuance of a building permit, for each dwelling unit. 10. LIBRARIES: 10.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the' issuance of a building permit for each dwelling .unit., 11. ADMINISTRATION BUILDING: I I J, The .Applicant shall contribute to the Board the sum of $79 per dwelling unit upon; issuance 'of a building permit for. each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION': 12.1 The Master Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final 'site or subdivision plan submitted:for the Property,. 12.2 The Applicant shall establish a Master Property Owners" Association (hereinafter, ".Master POA ") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, landscape maintenance, and. similar matters. Any homeowners' or property owners' associations created for commercial or, residential uses individually shall act as a subset of the Master POA. 12.3' The residential. portion of the development shall'be made subject to one or more Property' Owners' Association(s) (hereinafter "Residential POA ") that shall be responsible for the ownership,, maintenance and repair of the community center; walking trails. in Land Bay 1, swimming pools, all co_'mmon areas, including any conservation areas; that •may be established in accordance herewith not dedicated to the County or others,- and stormwater management: facilities not dedicated to public use in Land Bay 1, for each area subject to their jurisdiction, and shall be provided such, other responsibilities, duties, and powers as are customary for such associations or as may be required for such Residential POA herein. 12.4: In addition to such, other duties and responsibilities as may be assigned, a Residenfial'-POA shall have title to and responsibility for the- following in 'Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who: Are members of such Page 5 of 15 association; (iv) common solid waste disposal and "recycling programs, including curbside- pick -up of. refuse by a private .refuse collection company, and (v) responsibility for the perpetual maintenance of any street; perimeter, or road buffer areas;, all of which buffer areas shall be located `within easements to be granted to the Residential POA if platted within residential or other lots, or otherwise granted to the Residential POA by appropriate: instrument. 12.5 'The Residential. POA shall be so established that it possesses all necessary powers to 'set, and revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded` creating such. Association. In addition, upon any conveyance of A residential unit from the builder thereof to a home purchaser, there shall. be a fee paid by, the home purchaser to the Residential POA in an amount equal toethree times the then - current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development '(with the exception of any property owned or leased by the United States, or Frederick County) shall be made subject to one or more Property Owners' Association(s) (hereinafter "Commercial PDX'). Such Commercial POA(s) shall be responsible for the ownership, maintenance and repair of all common areas in -Land. Bay 2, including any conservation areas that may be established iri'accordance herewith. not dedicated to the County or others,, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction,, and shall be provided such other responsibilities, duties, and .powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such-:.other duties and, responsibilities as may be assigned, a Comrrierciaf POA, in Land Bay 2, shall have title. to and responsibility for (i) all common; open space areas not otherwise dedicated to public use, (ii) common., ` buffer, areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter; or road buffer areas, all of which buffer areas shall be located within easements -to be granted to the Commercial POA 'if platted within commercial or other lots, or parcels, or otherwise: granted to the Commercial 'POA by appropriate instrument. 13. WATER;& SEWER: Q.1 The Applicant shall be responsible for connecting the Property to public water and sewer. It shall further be responsible for constructing all facilities-required for such connection at the Property boundary. All, water and 7sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 6 of 15 14. ENVIRONMENT: 14.1 Stormwater management 'and' Best Management Practices (BMP) for the Property shall be provided in' accordance with the Virginia Stormwater Management.Regulations, First Ed. 199%`Chapter "2, Table 2 -3. 14.2 The Applicant shall provide notice in all sales literature; in covenants, conditions and restrictions for any Property ``Owners' Associations, of the adjacency of the Winchester Regional Airport. ' The .Applicant shall provide noise attenuation treatment for all'iesidential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed -in the locations depicted on the MDP,' with reasonable adjustments permitted for .final engineering. 15.2 Excluding 200;000:square feet of office,.uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, the Applicant shall design and construct Coverstone Drive as a full section with raised medians on a minimum 90' right -of way, utilizing the following phasing schedule: PHASE 1: `Phase 1 shall consist of the full four lane section including a ten -foot trail from Millwood Pike to the first intersection on Coverstone. Drive as depicted. on. the MDP from. Point A to Point B. Said roadway shall ,be: ,constructed to base asphalt prior 'to issuance of a -certificate of' occupancy for any commercial building for the Property, and /or prior to issuance of a building permit for any residential, units, excluding model homes, located in Land Bay 1 Phase 1, improvements shall consist- of all necessary, improvements; including signalization when warranted by VDOT, to create ;a four way 'intersection at the existing,intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 of -15 PHASE 2: Phase 2 shall consist of construction of a two lane section of Coverstone Drive from .Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed pnor-to issuance of a certificate of occupancy for any use that would cause the Property to exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of the, remaining two lane section, of Coverstone: Drive from Point B to, Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any, `use. that would cause, thei Property to exceed 800,000 square feet of commercial building area. - 1 PHASE 4: The Applicant shall design Coverstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route'522 as depicted from Point D .to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right, of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the - alignment .for relocated Route 522 has not been determined or if the right of way for Coverstone Drive 'Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements within the, vicinity of the Property in lieu of designing said .portion. of Coverstone Drive. The Applicant shall further pay to the County $'1;00.0 for each permitted residential unit as a contribution towards the future construction of Coverstone ,Drive Extended, but if the conditions above have not been -met by June, 30, 2018 then . these funds may be used .for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be paid :at the time of building permit issuance for each of the permitted residential units. . 15.3 Notwithstanding any other provisions of these proffers, the Applicant shall' construct Coverstone Drive as a full four -lane section as required in Proffer 15.2. from Millwood Pike to Prince Frederick Drive. prior to November 1, 2025 except as provided in 15,3A below. Page 8 "of'15 .1 . 1.5.41 The Applicant shall design and construct Tazewell Road as. shown on ,the MDP as a minimum two lane roadway within a variable` width right of way with a maximum right of way' width of 60' to provide access to residential uses within Land Bay 'l and other commercial areas of Land Bay 2 Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton. Drive. The right of way and road width: shall' decrease for the remaining portions of Tazewell Road. 'Said roadway shall be constructed in phases as needed for future subdivision plans. Furthermore; no certificate 'of occupancy for any residential dwelling that is served by Tazewell Road, excluding .model homes, .shall be issued until such time .that access to Land Bay, 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 'The Applicants shall pay to the County the amount of $75,000 for signalization or other. road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall be paid within, sixty (�60.) days. of the issuance of the first residential building permit in Land, Bay 1 115.6 The Applicants shall pay to the County the amount. of $175,000 for signalization or .other road improvements at the intersection of Costello Drive and. Prince Frederick Drive: Such funds shall be paid within sixty (60) days of receiving written request from. the County and VDOT after acceptance of "Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone. Drive as shown. od the MDP with 'the exception of the private. driveway currently serving TM 64- A -83`B. 'The Applicant shall close said driveway once access is provided to TM 64 -A -83B via the internal residential street network as depicted on;the; MDP., Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase l improvements as provided by Proffer 15.2. 15.8. All public right; of -ways shall be dedicated to Frederick County as .part of the subdivision approval process, consistent with applicable Virginia law. 15.9 All public streets and roads shall be designed in. accordance with the Virginia Department of Transportation specifications, subject to review and approval by "Frederick County and VDOT. 15..10 All private, ;streets and roads shall be constructed in accordance . with the current Virginia Department; of Transportation structural standards, and as may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 d 1'5' l 5.1 f The design of off -site road; improvements shall be in general conformance with the. plan entitled "Goyernors Hill Road Improvements" Sheets 1 -2,; as .prepared by Patton Harris :Rust and Associates, dated October, 30, 2008. Excluding 200,000 square feet of office uses which may be developed at any time utilizing access to the existing completed portion of Coverstone Drive, off- --site improvements shall be constructed in three phases as depicted on the aforementioned plans as follows:.. Phase A Phase,. A :improvements shall consist of improvements at the intersection. of Millwood Pike/Inverlee Way /Coverstone Drive and shall. be completed coincident with Phase 1, Coverstone ,Drive construction per Proffer 15.2. Phase B: Phase B improvements shall consist of improvements at the 'intersections,. of Millwood Pike /Prince Frederick Drive and Prince Frederick Drive /Costello Drive.. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per.Proffer 15.2. Phase C:' Phase .0 improvements shall consist of improvements at the intersection of Millwood Pike /Sulphur Spring Road. Phase C improvements shall be completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the.Applicant shall provide a. monetary contribution to Frederick County "that is equivalent to the estimated construction cost of 'those road improvements that could not. be implemented. The construction cost . estimate shall be subject to review arid. approval by VDOT.. The monetary contribution shall .coincide with the commercial. area threshold that triggers the off -`site road improvement: as identified in Proffer 15.11. 15.13 Any future transportation analyses which may be required for the Property, shall utilize Code '820 "Retail" per the I.T.E.. Trip Generation Manual. 7 "' Edition for any commercial use other than office use. Page 10 of 15 15.14 In the event any proffered off - -site road improvements are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that, is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT: The monetary contribution shall coincide with the commercial area threshold that triggers the off-site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause to be conducted. a Phase l ,Archaeological, Investigation of .the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall, complete Phase IT and III investigations thereof as may be demonstrated to: be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are -paid to tthe Frederick' County Board County Supervisors ( "Board ") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall'be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following October I2,. 2005 shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ".) published by the United States Department of Labor, such that at. the time contributions are paid, they shall be adjusted by the percentage change in the CPI -U from that date 30 months after October '1:2, 2005 to the most recently available CPI -U to the date the contributions are paid, subject to a cap of. 5 % per year; non- compounded. SIGNATURES' APPEAR ON THE FOLLOWING PAGES Page 1.1 of 15 Governors Hill, L.L.C. By: _NIS Carpets Valley Investors, L.L.C., Managing Member By: Miller and Smith'Inc., Manager Charles F. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FAIRFAX .COUNTY, To -wit: The foregoing instrument was acknowledged, before me this day of , 2013, by ' My commission expire's Notary Public Page 12:of 15 C.arpers ValleyDevelopment, L.L.C. By: MS Carpets Valley Investors, L.L.C., Managing Member By: Miller and Smith Ir c., Manager Charles F. Sfuart; Jr.,.'Manager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY, To -wit: The, foregoing:instrument -was acknowledged before me this day of 2013, by My commission expires Notary Public Page 13 of 15 Governors. Hill., Investors', L.L.C. By: MS Carpers Valley Inves'toxs, L.L.C.,`Managing'Member Charles F. Stuart, Jr.; Manager STATE OF VIRGINIA, AT',LARGE FARIFAX COUNTY, To -wit: The foregoing instrument was acknowledged before me this day of _ 2013, by My commission expires, Notary "Public Page 14 of 15 .MS Carpets Valley Investors, L.L.C. By: MS' Carpers Valley Investors, L.L.G., Managing Member Charles F. Stuart, jr.j Manager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY, To =wit: The foregoing instrument was . acknowledged before me this day of 2013,, by The undersigned owners hereby proffer that the use :and development of the subject property, ("Property"),, as* described above, shall be 'in conformance with the following conditions, which shall sup ersede all other proffers th at may have been made prior hereto. In the event that the above referenced rezoning, is, not granted as applied for by the .Applicant ( "Applicant "), these proffers shall be deerried withdrawn and shall be null and void. Further, these proffers are contingent upon, final rezoning of the.Property with "Final Rezoning" defined as that rezoning that is, in effect on the day upon which the Frederick County Board ':of "County Supervisors '(the "Board ")-grants, the rezoning. The headings of the proffers set forth below have been prepared for convenience Or reference only nand, shall riot control or affect the meaning or• be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at; the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein., The term "Applicant" as :referenced herein shall include within.-its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development- Plan" shall refer to the plan entitled "Master. Development Plan, Governors Hill'-prepared by Patton Harris Rust, & Associates, (the "MDP') dated March 2008 revised January-9, 2009. 1.. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial /employment Land Bays in general, conformance with the -MDP, and as 'is specifically set forth in these proffers subject to minor modifications as necessary upon final engineering including but not,limited to intersection alignments: Page 1- of 15 PROFFER STATEMENT REZONING: RZ. # 10 -08: R4 and RA. to R4 PROPERTY: 278.0 Acres T.ax. Map & Parcels 64 -A -83 83A, 84, 85, 86, and 87 (the "Property") RECORD OWNER: Carpers Valley Development, LLC and Gov_ ernor_s Hill LLC APPLICANT: Carpers` Valley Development, LLC and Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE _ 'OF PROFFERS: March 24, 2008 REVISION DATE: September 2,,2008; October 31, 2008; December 8,.2008; January 9, 2009; May- 1 June 1`7, 2013, July 23, 2013,; August 15, 2013 The undersigned owners hereby proffer that the use :and development of the subject property, ("Property"),, as* described above, shall be 'in conformance with the following conditions, which shall sup ersede all other proffers th at may have been made prior hereto. In the event that the above referenced rezoning, is, not granted as applied for by the .Applicant ( "Applicant "), these proffers shall be deerried withdrawn and shall be null and void. Further, these proffers are contingent upon, final rezoning of the.Property with "Final Rezoning" defined as that rezoning that is, in effect on the day upon which the Frederick County Board ':of "County Supervisors '(the "Board ")-grants, the rezoning. The headings of the proffers set forth below have been prepared for convenience Or reference only nand, shall riot control or affect the meaning or• be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at; the time of development of that portion of the Property adjacent to or including the improvement or other proffered requirement, unless otherwise specified herein., The term "Applicant" as :referenced herein shall include within.-its meaning all future owners, assigns, and successors in interest. When used in these proffers, the "Master Development- Plan" shall refer to the plan entitled "Master. Development Plan, Governors Hill'-prepared by Patton Harris Rust, & Associates, (the "MDP') dated March 2008 revised January-9, 2009. 1.. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial /employment Land Bays in general, conformance with the -MDP, and as 'is specifically set forth in these proffers subject to minor modifications as necessary upon final engineering including but not,limited to intersection alignments: Page 1- of 15 1.2, All development, including street landscaping, .shall be accomplished in .general conformance with the "Governors Hill'; Design and Development Standards ", prepared by PHR &A attached hereto and incorporated 'herein by reference (the "Design and Development Standards "). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on: the k P. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the General Business (B -2) zoning district as specified in the Frederick County Code Article X, §I65- 8213(1). A Except as modified herein, areas, of :residential' development on the Property shall be limited to Land Bay 1 and shall be developed in conformance'with the regulations of the Residential Planned Community ( "R4 ") zoning district, including permissible housing, types set forth in the Frederick County Code Article VII, §165r67 through ,§ 165 -725 as cross - referenced to Article VI, §165-58, through §165-66. Unit types and -1,ot layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development , Standards, and authorized for the R4 district, and these 'Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with a ;mix of housing types permitted :in the R4 district. Multi- family units; as.defined by the Design and Development Standards, shall not exceed 50% of the total number of dwelling units, developed in the project: No residential structures shall,be closer than 2000 feet from the centerline of the: existing Winchester Airport runway. 1.6 Prior to the, Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall 'submit to the County a revised Traffic 'Impact Analysis (TIA) for the Property. The total permitted commercial building floor area.may increase provided that the Applicant completes° a revised' traffic impact analysis which identi'fi'es the impacts' of tri ps for commercial development in excess of 45,815 Average Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the. Applicant in a form that is acceptable to the County and VDOT. 2. CONSTRUCTION OF,A UNIFIED DEVELOPMENT 2..1, The Property shall be developed as one single and unified development iii accordance with applicable ordinances and regulations for the R4 zoning district, the MDP as approved by the Board,, and this "Proffer Sfatement. Paget of IS 3. ACCESS TO ARMORY PARCEL ,3.1 The Applicant has designed and constructed ,a two lane public roadway, identified on the MDP as Pendleton Drive, from Arbor Court to the entrance of the Armory Site JM 64- A -82). At such time that Tazewell Road is constructed as depicted on the MDP, the Applicant shall extend Pendleton Drive to connect with. Tazewell Road. 4. PHASING OFRESIDENTIAL,DEVELOPMENT- 4.1 Building permits for Land Bay '1 of the Property shall be issued on the following "phasing schedule: Year 1 (Months 1,42): 140 building permits Year .2 (Months 13 -24): 140 building permits Year 3 (Months 25 -3 6) 140 buildingapermits Year 4 (Months 37 -48): 1.30, building permits The above identified phasing :schedule is taken from the Date of Final' Rezoning - (DFR). Any building permits not issued within any given year may be carried over to the following year, howeyer,the Applicant shall not make application for more; than 200 residential building permits in. any given year. 4.2 Commercial and employment uses may be constructed at any time 4.3 Improvements. including a 3,000 square foot community center, 3,500 square feet of neighborhood .swimming' pools, and a dog park shall be constructed in conjunction with residential development 'in Land Bay 1 and the land therefor shall be dedicated upon completion of the improvements to the Property Owners Association. The location thereof shall be" depicted on final subdivision plans for such residential development. These recreational amenities shall serve to meet the requirement of 1 recreation unit per 30 dwellings. These improvements .shall be completed prior to the issuance of the 281st residential building permit. 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 5.1 All buildings on the Property shall be constructed using compatible architectural styles. The Applicant shall establish' one or `more Architectural Review Boards "through the required Property Owner .Association to be created to enforce and administer a unified development plan in general conformity with the Design and Development Standards. Page`3 of'15 5.2 All ' signage within the Property shall be in substantial conformity with a comprehensive :sign plan that meets the. requirements of the Zoning Ordinance for signage, which shall be submitted in conjunction with. the first final site or subdivision plan-for the Property. 6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 6.1 'The Applicant shall design and build a public pedestrian- bicycle trail system to Virginia Department of Transportation standards that links residential and .commercial areas within: the development. Said trails -shall, be in the: locations generally depicted on the MDP. To the extent that such, trails are not depicted on the MDP at the time of Final Rezoning, such trails shall be connected with or linked to the internal. street and sidewalk network. Sidewalks shall be constructed on public streets to VDOT standards,. and a. minimum of four -foot sidewalks shall be constructed on private streets. All combined pedestrian/bicycling .trails shall be 10 feet wide; and shall' have an asphalt surface. 7. 'FIRE & RESCUE: 7.1 The Applicant shall contribute to the Board the sure of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following Final Rezoning, the Master. POA -to be created in accordance herewith ;shall „contribute annually, on or before July Is' of each year, the sum of $100 per constructed .residential unit, and :$100 per 1000 square feet of constructed commercial (not including any land in public use to the fire and rescue company providing first response service to the Property. Such 'contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine necessary. Said monetary' contribution shall cease at such time .that the fire and rescue company providing first response service is no longer, a volunteer operation or should the County adopt a fee for service plan to provide fire and.rescue services. 8'. SCHOOLS: 8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling unit for educational purposes, payable upon the issuance of a building permit for each dwelling unit. Page 4 of 15 9. PARKS & OPEN SPACE: 9A The Applicant shall contribute to the. Board the sum of $343 per dwelling unit for recreational purposes, payable upon the issuance of a building permit for each dwelling unit; 10. LIBRARIES: 10.1 The Applicant. shall contribute to the Board the sum of ,$79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling ;unit. 11. ADMINISTRATION BUILDING: 1 L.1 The .Applicant shall contribute to the Board the sum of $79 per dwelling unit upon issuance of a building permit. for each, dwelling unit to be used for construction of a general governmental administration building. 12: CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master: Property Owners' Association to be created in accordance herewith shall be created contemporaneously with the first final site or subdivision plan submitted for the Property. 12.2 The Applicant shall establish a Master Property Owners' Association (hereinafter "Master POA ") for Governors Hill, in its entirety, that shall, among other things, have responsibility for assuri ng Compliance with design guidelines and standards; signage requirements, landscape maintenance, and similar matters. Any homeowners' or property owners' associations created for commercial or residential uses individually .shall act as a subset of the Master POA. 12.3 The residential.portion of the development. shall be made subject to one or more Property, 'Owners' Association(s) (hereinafter "Residential POA ") that shall be responsible for the ownership, maintenance and repair of "the Community center, walking trails in Land Bay 1, swimming pools, all ,common .areas, 'including any conservation areas that may be, established . in, accordance herewith not dedicated to -the County or others, and: stonnwaier-management facilities .not dedicated to public use in Land: Bay 1, for each area subject to their jurisdiction; and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required:for such Residential POA herein.. 12.4 In addition. to such other duties and responsibilities as may be assigned, a Residential POA shall have title to and responsibility for the following in Land Bay 1: (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located. outside of residential lots; (iii) private .streets serving the residents who are members• of such Page 51 of. 15. association;. (iv) common solid waste disposal and recycling programs, including. - curbside pick -up of refuse °by a private refuse collection co npany, and (v). responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of-which buffer. areas shall be located within.-easements to be granted to the Residential. POA if platted within residential or other -lots, or otherwise granted to the Residential POA by appropriate instrument. 12.5 The Residential, PON shall be so established. `that it possesses all necessary powers, to: set and, revise fees and dues in sufficient sums to perform the responsibilities assigned to it hereunder and under the Declaration to be recorded creating such Association. In addition,. upon any conveyance of a residential unit ,from the builder thereof to a home 'purchaser, there shall be a fee paid by'the-home purchaser to the Residential POA in an amount equal to three times the then - current monthly residential dues applicable to the unit so conveyed. 12.6 Any commercial portion of the development (with the exception of any property owned or leased by the United States, or Frederick County) shall, be made subject to one 'or more Prop_ erty 'Owners' Association(s)' (hereinafter "Commercial PON'). Such Commercial POA(s) shall be responsible for "the ownership, maintenance, and repair of all common areas in Land. Bay 2, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) . not dedicated to public use for each .area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or' as may be required for such .Commoicial. POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a: Commercial POA, in Land Bay 2, 'shall have title to and responsibility 'for (i) all comm'on_open space areas not otherwise dedicated to public use, (ii) common buffer :areas. located outside of ' commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer ,areas ,shall be located within easements. to- .be :granted to the Commercial POA if platted within commercial or other lots, or parcels, or otherwise granted to the Commercial POA by appropriate instrument. 11 WATER & SEWER: 13.1 The Applicant shall be responsible for connecting the Property to public water and, sewer. It shall further be responsible for constructing all facilities required for such connection at the Property boundary. All water and sewer infrastructure shall be constructed in accordance, with the' requirements, of the Frederick County Sanitation Authority. Page 6 of 1'5 14. ENV'IRONMENT:: 14.1 'S"tormwaier management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table 2 -3 14.2 The App- licant shall, provide notice in all sales .literature, in covenants, condition and .restrictions for any Property Owners' Associations, of the adjacency of the Winchester Regional Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15 TRANSPORTATION: 15.1 The major roadways to be constructed on the Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted.for final engineering. 15,2 Excluding 200,000 square feet of office uses which may be developed at anytime utilizing access to the existing completed portion of Coverstone Drive; the Applicant shall design-and construct Coverstone Drive as a full section with raised medians on a minimum 90' right -of way, utilizing the, Tollowirig phasing schedule: PHASE 1 Phase 1. ,shall consist of the full four lane section including a ten400t trail from Millwood. Pike to the first intersection on Coverstone Drive as depicted on the MDP from Point A to Point B. Said roadway shall be constructed to base asphalt prior to issuance of a certificate of occupancy for any commercial building for the Property and /or prior to issuance . of a building permit, for any residential units, excluding model homes; located in Land Bay 1'. Phase- 1. improvements shall consist of all necessary improvements, including signalization when warranted by VDOT, to .create a four way intersection at the existing intersection, of Inverlee Way and Millwood Pike as shown on the MDP. Page;7 of 15 PHASE 2: Phase '2 shall consist of construction of a two lane section of Coverstone Drive from Point, to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would cause the Property to. exceed 400,000 square feet of commercial building area. PHASE 3 'Phase 3 shall consist, of construction of 'the remaining two lane section of Coverstone Drive from Point B to Point. G as depicted on the MDP. Said roadway improvements shall. be completed prior to issuance of" a certificate of occupancy for any use that would cause the Property to exceed, 800,000 square feet of commercial building :area.. PHASE.4: The Applicant shall design Coverstone Drive Extended as a four -lane section from Prince Frederick to Relocated Route 522 as depicted from Point D to Point E or for a maximum distance of 800 feet when the' alignment of Relocated 522 has been determined by VDOT, and the right of way for this segment of Coverstone Drive has been acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the .right of way for Coverstone Drive Extended is not secured by June 30, 20.18 then the Applicant shall pay to the County $20,000 for .transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone. Drive. The Applicant shall further pay to the County $.1,000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such funds shall 'be paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwith "standing any other provisions of these proffers, the - Applicant shall construct Coverstone Drive as a full four -lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1,2025 except as provided in 153A`below Page &of 15` 15:4 "The Appficant shall design and construct Tazewell Road as shown on the MDP ,as a minimum two lane roadway within a variable width right of way with a maximum right of way width of 60" to provide access to residential uses within Land Bay 1 and other commercial areas of Land Bay '2. .Said 60' right of way width shall be required for Tazewell Road between Coverstone Drive and Pendleton. Drive. The right of way and road width shall decrease for the. remaining portions of Tazewell Road. Said .roadway shall be constructed in phases as needed for future subdivision. plans. Furthermore, no certificate of occupancy for any residential dwelling that is served b. y. Tazewell Road, excluding model homes, shall be issued until such time that access to Land Bay 1, from Millwcod.Pike,' s:;provided via. Coverstone. Drive and Tazewell. Road.. 15.5 The Applicants shall pay to the County-'the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike .(US. Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay •to the County, the, amount of 5175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days of receiving written. request from the County 'and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2 into the State highway system. 15.7 Access to Millwood. Pike shall be limited. to Coverstone Drive as shown on the MDP with the exception of the private driveway currently serving TM 64- A -83B. The Applicant shall close said driveway once access is provided to TM. 64 -A -838 via. the ,internal residential, network', as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 'improvements as provided by Proffer 1. S..2. 15.8 All 'public right =of ways shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 1:5.9 All public streets and roads shall be designed in .accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural standards, and us, may be modified by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 iof 15 15.11 The design of off-'site road improvements -shall be in general conformance with the plan.einttled "Governors Hill Road Improvements" Sheets 1 -2, as prepared by Patton Harris Rust and -Associates, dated October 30, 2008. Excluding 200,000 square feet, of office uses which may be developed at any time utilizing access to the existing. completed portion of Coverstone Drive, off -site, improvements shall be constructed in three phases as depicted on the aforementioned plans as follows: Phase A Phase A .improvements shall consist of improvements at the intersection of Millwood Pike/Inverlee 'Way / Coverstone Drive ,and' ,shall be completed coincident with Phase 1 Coverstone Drive construction per Proffer 15.2. Phase B:. Phase B improvements. shall consist, of improvements at the intersections of Millwood Pike /Prince Frederick Drive and Prince Frederick Drive /Costello .Drive. Phase B improvements shall be completed coincident with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of .'improvements at the intersection- of Millwood Pike /Sulphur Spring Road. Phase C improvements shall be completed coincident. with Phase 3 Coverstone Drive construction per Proffer'15.2. 15.12 The Applicant shall make good faith efforts to obtain any' off -site right of way needed to complete any proffered off -site transportation improvements. In the event that the Applicant is not able to obtain the right of way and, further, the County and/or State of Virginia do not obtain the necessary , right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimated construction cost, of those road improvements that could not be implemented. The construction cost estimate shall'be subjectA0 review and approval by VDOT. The monetary contribution shall coincide with the commercial- area threshold. that triggers the off -site road improvement as identified in Proffer 15..11. 1:5,.13 Any future transportation analyses which may be required, for the Property, shall utilize Code 8,20 "Retail" per the I.T.E. Trip .Generation Manual 7th Edition for.any commercial use other than office use. Page 10 of 15 15.14 I"n -the event any proffered off -site road - improvements are constructed by others, the Applicant shall provide a monetary contribution -to Frederick County that is equivalent to the estimated construction costs of those proffered road improvements not installed by the Applicant. The construction cost estimate shall be subject to review and approval by VDOT. The. monetary 'contribution shall coincide with the commercial area threshold that triggers the off - site road improvements as identified in Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION The Applicant shall conduct or cause. to be conducted a .Phase I Archaeological Investigation of. -the Property, prior to the approval of the first final site or subdivision plan for the Property, and shall complete Phase II and III investigations "thereof as may be demonstrated to- be necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1. In the event any monetary contributions set_ forth in the Proffer Statement are paid to the .Frederiek County Board County Supervisors ( "Board ") within '30 months of October 12, 2005, as applied' for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary .contributions_ set forth in the Proffer Statement °which:are paid to the Board after 30 months following. October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ")' published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI -U from. that date .30 months after October 12, 2005 to the most recently available CPI -U to` the date the contributions are paid, subject to a cap of 5% per year, non =compounded. 'SIGNATURES APPEAR ON THE'FOLLOWING PAGES Page I I of 15 Governors Hill, L.L.C. By: MS Carpers Valley Investors, L.L.C., Managing Member' By Miller and; Sfnith Inc., Manager Charles F.'Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FAIRFAX COUNTY, To -wit: The foregoing instrument was. acknowledged before me this day of , 2013, by My commission expires Notary Public Page,l2.of 15: Carpers Valley Development; L.L.C. By: MS Careers Valley Investors, L.L.C., Managing, Member By Miller and Smith Inc:, Manager Charles F. Stuart;, Jr.,, Manager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY, To -wit: The :foregoing instrument was acknowledged, before; me, this day of , 2013, by My commission .expires Notary Public Governors Hill Investors, L.L.C. By: MS Carpers Valley Investors, L.L.C.; Managin .Member' Charles F. Stuart, Jr., Manager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY, To -wit: 'The. foregoing, mstrunientwas acknowledged before me this day of ; 2013, by My commission expires Notary Public Page 14 of 1'5 . = f MS Carpers Valley Investors, L.L;C. By: MS Carpets -Valley Investo "rs, L.L:G;:Manang Member Charles F. Stuart, Jr:; Manager STATE OF VIRGINIA, AT LARGE FARIFAX COUNTY; To- w.i`t:, The foregoing instrument;was acknowledged before me this day of , 2013; by Page.] 5 . of 15`