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Home My WebLink About03-14 Applicationt 14 o 1 Y COUNTY of FREDERICK pepar`,tnient of Planning and' Development 540/665 =5651 FAX-: 540/665,6395 Mr: Mark;Dyck William. H: Gordon Associates. 301 North Mildred Street Charles Town, WV 25414` RE::.. .REZONING: #03 -14 GOVERNORS HILL PIN: 64- A- 86'and 644487 Dear Mf. Dyck -, This letter serves to confirm action taken by the, Frederick County Board "of Supervisors at their meeting on I October 8 -2014 ' The above referenced application RZ #03 l.4 was approved to revise proffers associated with Rezoning #05 -13. This: revision related to the Transportation section of the proffers. The, proffer revision applie "s only to the parcels owned by JGR Three; L.L.C'. (64 -A -86 and 64 =A -87, as described m Exhibit." A , of the'supplement do Rezoning application) and does not:impactother properties identified under.the'- Governors Hill Proffer Statement. These:modifications includethe increase from 200,000 to 300,000aquare feet of office floor space „which may be developed utifizing,aecess from the - completed portion ofCoverstone Drive. This ' p located in Sections `15.2 arid 15.1'1;of the proffer :statement. The properties are -. located approximately °one mile ,east °of Interstate 81 on the'south side.of the .Millwood Pike (Route 50 East)',. increase `am. oor space 'is across 'from Sulphur Springs Road (Route 655) and the Ravens' subdivision in the Shawnee Magisterial District. i The proffer "statement, originally.datedSeptember 2, 2008, withfinal "revision dateof September 1 8, 2014 "that was approved asA part of this rezoning application is unique to'the above'referenced,properties and is binding regardless of ownership. Enelosed.is a copyofthe adopted pro ffer-state ertfo_r.your records. Pursuant to §165.102.06E, the County,Attorney will'presen`t the written proffer'to:fhe Frederick County Clerk of .:. - Circuit Codrt:foe recordation: Please do not hesitate to- contactthis °office.`if you have any questions, regarding the approval-,of this rezoning application: Sinceiely„ Michael T:'Ruddy_ A1CP t Deputy Director MTR/pd Aftachme'nt cc: Genie Fisher, Supervisor Shawnee,District H: PaJge'1Vlanuel "and'Lawrence R Amtirogi District,Planning Commissioners Jane Anderson, Real Estate j Ellen Murphy, Commissioner of Revenue Rod Williams, CountyAttoineyw/N ff_erand'Resolution I JGRThree L.L.C., 1407 GordonPlace,'Winchester, VA 22'60.1_ 107 North Kent Street, Suife 201 Winchester,. Virginia "2260.1 -5000 _ f 1 AGENDA.- REGULAR MEETING FREDERICK COUNTY BOARD OF SUPERVISORS` WEDNESDAY, OCTOBER; 8, 2014 PAGE 3 _ in Conviction: The Proposed Fee would b•e, Retained Locally to tPay for the Costs of Implementation and Maintenance of;an Electronic Summons ___ ________ _ _�.M. S ystem. (See Attached) - GAL -C 3. An Ordinance ,to,Amend the, Frederick County Code, Chapter 1.55, Taxation, Article VI Probate of Wills,; Grants of Administration, Section 155 -29 Tax Imposed This Proposed Amendment would Add a New Subsection B to Perrriit'the Imposition of a:$25 .Fee by the Clerk of the. Circuit Court for Each.%L st of Heirs or Affidavit "Relating "to Real Estate Filed in Probate Cases'in which the Decedent did not•Leave:a Will: This.. .Proposed Amendment- Represents an Effort to Treat Estates with Wlls and Those. Without More I E q uitabl See Attached - - -- L. Planning C'omniission,Business: 1 Rezoning #03 =14 _ Governors Hill'- �rta .Proffer Revision. (See Attached) - ----- K 1 }p P Tt4U: t ncot r4l" r Q ] C ec C-)-,o) 2 Black Diamond Warehouse Site Plan (.Stonewall Industrial Park). See ,A ttadhedl - — . _ .. Board Liaison Reports. (If `Any) Citien Comments Board, of" Supervisors.Comrnents Adjourn 7g •REZONING APPLICATI0N; #03' 14 L (J C.) GO,VE'RNO'RS HIL GR Three LL 4 : ' Staff,Reporf,for ihe.Board of Supe "rvisors! Prepared October 02 2;014 Staff Contact; Michael T ;, Ruddy; AICP, Deputy Director Reviewed Action VI ammpg:Commission 1 °Ol01/1 4 _ Recommended Approval Board ofSupervisors: 10/08%14 Pending - PROPOS'AL. To revise proffers',assoeiated with Rezoning #qs 13, This,revison relates specifically to the Transportation section' o_ f the proffers' and applies only to parcels owned:by JGR Three,L L -,C. "within the Governors° Hill Project` (64 A =8`6 and 64- A -87). LOCATION,: The properties -are located p- --- imat ' iy oherm le east of Interstate.81 onahe south side of the Millwood Pike,(�Route5'0 East), across from Sulphur Springs Road (Route,6:55) and The Ravens ' subdivision. EXECUTIVE SUIV MARY .& PC J&COMMENDATION FOR THE 10 /08/14 BOARD OF The, .applicanf,swekng approval of a.minor proffer revision. The�proposed profferxeuision specifically changes the amount •of° office space that; may be developed ;on the propert y utilizing access, to the existing,compl'eted portion of C.overstone Drive. The current' „amount is.200,000,square feet of office p pp r e this tof300,000 square�feetofoffce space. The improvement- s ace..The a 1'canf isAseekingto inereas tliaf,'is triggered by thrssfigure/benchmark is .the design. and cgnstruction ofPhase a. ofCouerstone Drive, from `Route 5,0, lood Pike, into; °the property; Point - A"to :Point. B as depicted on'the 1VID'P. Notwithstanding; the ';above;, triggers remain to ensure the; ultimate extension, and completion, of Coverstone Dnve, generally consistent with the original proffer. statement: Proffer 15.2 sand .15..11 are the:;modfied proffers,�New proffer `.1:8 states tliat�this;re�ison.apples, only to theIproperties, owned,by ,J;GR Tliree.L.L:C (64 A -86and :64= A =87); and does, not; impact other• properties :ident�f ed under, the • .Governors H11 Proffer 'Statement,(RZ #0'5: -13), . Previously, the Governors Hill proffer statement was; changed under. re zoning .R!Z #OS` =•13 to remove items tlia "t ,had alreadybeen dealt with or were proposed,.to be dealt with by otherS;:arid. changed'theadafe of perfoririance provision for road .improvements, from 20.15 to 202 -5. _ Executed'proffers are •provid'ed along with. a redline ver" "sign to make clear; where=cllariges have;been made: The Plarinmg,�Commssion recommended approval of the minor proffer rey " I i isiori. i f Rezoning #03214 6overiiors.H.11 October 2, 2014 Page 2 j 'This report, is prepared by the Frederick ' County Planning Staff to provide information to the Plana zg. "Conmlission aiid the Board qf Supervisor's to assist them in making a decision :on this application: •It may'also ;bee useful to ethers interested 'in this -zoning matter. Unresoh�ed Issues concerniizg:.tliis application.,are'ttoted by_staff.inhere relevant- tlirouglzout this staff repot. Reviewed ' Action PlanningCommissiow 10/01/44 Recommended Approval Roar'd ervisor . of 'Su p - s: .10/08/14 Pending' PROPOSAL: To revise proffers:associated with Rezoning #OS -13. t'his:revision,relates specifically�to the Transportation'section ofthe proffers'.and applies,orily to` cels Owned by JGR Three L.L.C. within the Governors Hill Project (64 -A =8;6 and 64- A47)". LOCATIONi: The properties areaocated:approximaMy one mile east of Interstate 81 on the south side of Millwood Pike (Route 50 East); across from Sulphur Springs Road (Route' 655), and The Ravens subdivision, MAGISTERIAL DISTRICT:. Shawnee PROPERTY MNUMBERS. 64-A -86; 64 -A =87 PROPERTY ZONING R4 (Residential Planned Commuri_ity) District PRESENT USE': UndevelopedNacant ADJOINING PROPERTY ZONING & PRESENT USE:. North. RP (Residential Performance) Use. Single Family Residential South, RA (Rural :Areas) Use: Regional Airport East: M 1" (Lighfindustrial) U se:' Industrial arid' Residential MN I (Mobile Home. Community) West: RA (Rural Areas), Use:; Regional Airport and Office, B2 (Business General) Rez6ning 03 -14 — Governors Hill October 2, 20.14 Page 3' REVIEW EVALUATIONS: Planning.& Zoning: 1) Site History The original Frederick'Countyzoning map (U.S.G.S. Winchester Quadrangle) identifies the•subject parcels' as`being zoned R=1, (Residential Limited). The,parcels,werere- mapped from.R -1 to A =2 (A'gricultural General) pursuant to the County's comprehensive downzonng;ntative (Zoning Am_ endnaent Petition #01'1= ;80)', which was adopfed.on October 8,1980. The County's agricultural zoning disfricts were subsequently-combined to form, the RA'(Rural.Areas) District upon adoption 'of 'an amendment to the. Frederick County'Zoning°'Ordinanceon May, 10, 1989. The:correspondng revision of the zoning mapresulted :in,the °re- mappingaof the:subj'ect properties and all other A -.1 ,and. A- 2,zoned land to the RA District. On October 12, 2005 the Board of Supervisors approved Rezoning #11 -0'5 which rezoned'parcels 64: =A,82, 647A-813., 64- A -83'A, 64 7A -$6; 64- A- 87,.64 -A -87A to the R4 District with proffers. —On January 29, 2009, Rezoning 41.0 -08 to R4 with proffers wast approved by the Board of _Supervisors. The January 28, 2009 updated transportation. and land use layouts. Most significant of the transportation changes; was. the severing of a ;planned connection 'to Route. 50 at the location of Sulphur Springs Road and the focusing oftraffic flow to.Route 50 at'Inverlee Drive. On-November 13, 2013, Rez6ning' #05 =13 was approved by, the,B'oard :of Supervisors; This amendment to the, p eady been dealt with or were proposed to be dealt with by others roffers removed item's that. had,alr and changed the date of performance.provision for road mprovements from 2015 to 2025. 2) Comprehensive Pohey Plan 'The 2030'Compreh0sive Plan is Frederick County's official public document that serves as the community's guide for making decisions regarding development, preservation, public facilities and other key components of community life. The primary.goal of this -plan is to protect and improve the living, environment within Frederick County. It is;in essence composition ofpolicies used to plan for the future physical development of Frederick. County. Land Use A portion. of the site 'is located. within 'the Urban :Development Area ,(UDA); specifically the residential;:portion. of the development is within the 'UDA. Thee 2030' Comprehensive Plan envisions the area comprised, bythe ,subj'ect parcels as developing with- business/Office land use. The existing and proposed R4 zoning is generally consistent with tliisr plan as it relates to this area. The subject parcels are also located within the boundaries of the Airport Support. Area `that surrounds; the Winchester' Regional Airport. Business and industrial uses should be the primary uses in the airport support area. 3) Proffer-Statement The proposed proffer revision_specifically changes the amount ofoffice space that may be developed on P P the)property utiliz>ng'aecess'to the existing completed portion of.Coverstone Drive,-The current amount is 200,000 squarefeet of office space. The applicant is seeking to increase this.to 300,000 square feet of office space 'The improvement that -is diggeredby this figure/benchmark is'the designand'construction of'1'hase .l of Coverstone Drive- from,Route 50, Millwood.Pike; into the property; Point A to:Point B as depicted on the MDP. Proffer, 15.2 and 15.11 are the,iriodi f ed proffers New proffer-l<S states that thisrevision;apples only to the properties owned by JGR ,Three:L- .L.C. (64 -A -86 -and' 64= A- 'O);and does not impact othefproperties identified under the Governors 14-ill Proffer-Statement. (R 405 -13). STAFF CONCLUSIONS FOR WE .10101114, PLANNING. COMMISSION MEETING: The applicant is seeking,approval ofaFmirior proffer revision. The - proposed proffevrevision specifically changes the 'dmourit of office space that may be developed on the property utilizing access to the existing c ".ompleted portion; of Coversfone Drive. The current amount is 200; "000 square feet of office ,space. The applicant is seekng;to increase this to 300,000 square feet:ofofficespace. The improvement that is triggered by this figure/benchmarkis the-design and coiistruction;of Phase 1 of Coyerstone:Drive from Route 50, Millwood Pike; into the,property; Point, A to`Poi'nt B as depicted on ,the MDP. Notwithstanding the above, triggers remain 'to ensure the ultimate extension and completion of Coverstone Drive, generally consistent with the origi "nal'proffer'statement. PLANNING COMMISSION SUMMARY & ACTION OF'THE,10 /01 /14..MEETING:. 'Staff pre sented an overview'of the applicant's request ofla minor proffer revision. The stafFhoted that the proposed proffer revision specifically changes the amount;of office spaceahat maybe developed on the property utilizing access to the existing completed portion -of Coverstone Drive. The applicant is ,seekinticreae of wspg acethat may use,exist'irig Coverstone Drive from 200,00,0 square feet >to. 300,000 square feet. Staff reiterated that the�revision applied only to ;parcels 64 -A -86 and 64- A -87.. No coininen_'t5 were made from the Commission or the applicant concerning this`revision. A motion was made, seconded, and unanimoudy-passed to recommend approval of this Rezoning Application: #0344;:Governors Hill (JGR Three L.L,C.). (Note: Commissioners Mohn and Kenney were absent from, the meeting) Followhm.the reauired nuhlic hearitw. a. decision regarding this i'ez'oninQ annlieation bv•the Board of Supervisors would. be appropriate. The app'licani should be,prepared t6�ddeguaiely address all concerns raised by the Board of Supervisors.. 4 3 35"3'37. `2 42 2!132� ?, [64A' 1 041+'z '^� 5146 - T`l 11 '7 V °� � 54 1087 6T85�6 }74 X28 64A 3 A 1F 0;45' `J.. , ��^ • 64G 2 �.� 64G 2 • 3 I33 64Gt1 4 er�„•V 64A�2�I5� 64At1 OIINN �64A 2 h7�2 109 ,f�;,•j' •► ♦'� / 64 A 120 V,1 4 . n ♦ • 21121 64G�2 3:'I55� 64G�3 5 3 135 64G 3 6 �G'3 64G 3 64G 3 2167, �♦ � 64� }21 • 3148{ �ila1 •, aigs� �''s q�111 683 biz 6730 R EZ # 03-14 � � 6dG 2 2107•• � 64G'2 1 � ' � ; , 64G 3 !A 10 1 ' 2�9�� 64GJ21 6iG 2 3 186A ` 6dG 3 t" any 2 118 64G.2 64G 2 ♦ SZI t3 187 �, ar � ♦ 6 80 64G 3 1 `iw a ._rl 21905 � � ✓!s I64A ' •1132 118{ w 1� � G4� 10 6dyj10 • 64G 2 .A 2• � ♦ �i t64G 3 6`G'3,64G 3 6 �./6 34 Governors Hill L1159 �ii8t• •64G 2 2.28 t ' i 1 511119 64G'33 wj r,� � ISH40 • IO7A A 101 �/ • 64G 2 1.91A ^•t � 64G 2 t �• 6.37 64A'5 64G'2 •� t P�Ns: f %`' A • 21831 • �'� L� c139 64G2t 46�4G35 147 a •*2 1.9 177 pl �� 64G 2t r ! f'�125 65 A 2 64 -A - 86,64 -A - 87 `.. 1 64A 6 64GT2 , IG 4 18' 64A 10 6 4191A w ai71 < ; ♦ 64G'3 5 64 A 119 Rezoning Proffer Revision ,q,,;vr I B 64A�6 64Ar6 64Ar6A , L 5133 ♦3� ! 64M4 20 2 7 2 11' S607,11 •64G1� •64G!2fg N � � '� 64A 6 t slfr22, k �1 5 64G•2 64 10 1 • 64 A 100 :q'A 93 64A A 13 64A 6. 64GT2 T,y49D 64Gf2�h3 r4 d 6•Tt «'tail 64 A I b7 IOOA 64 19, �64G`2 "V, 64A 7,7�j qw.y..�. 1'55,52A • 64 >A ♦ 64 A 91, ��[6�A 7F� w6��4•Gr 2 • "° 1008 � 64 I O 5 '; _ / r �r12A 1 59 64 7t1�6'47 2 64 10 2 � •� 64A 129 64104 64103 64A89 �..y64A 116 ��: e 2 ! 1 22A • �y,I - yr 6 64.A 85 s 64 A 85 • • 64'A�122 i; � 64 A 898 64 A 64 A 88 64A 87 64 A 83A ,. L24A O 64 A 87 64A 123`; � 64 A 127 �I 64 A 83A 6d A 124 O 64 A 84 6a A --64'A A'126 64 A 83B - 123A , 25,.', 64 A 87A � • X64 A 84 64'A ,. ... - - -• , . "'. -�;., 64 A 132 64 A 130 64 A 134 64 6 Y 3 A A � 64'A 136 64 A . ...: __. ,: .. .. - •. . ' ' 140 V � 64 A 13864 A TA"V59A,, 64 A 83 `iAi145 is w� HE (Higher Education District) TX% �N Aj M1 (industrial, Light District) to M2 (Industrial, General District) MH1 (Mobile Home Community District) - MS (Medical Support District) OM (Office - Manufacturing Park) R4 (Residential Planned Community District) R5 (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance District) Note: Frederick County Dept of REZ # 03 - 14 Planning & Development 107 N Kent St Governor's Hill Site 202 PINs: Winchester, VA 22601 64 - A - 86, 64 - A - 87 540 - 665 - 5651 Rezoning Proffer Revision Map Created: September 18, 2014 Staff: mruddy A CGII + 1 M 5 7M va.t GOVERNORS r i Subdivision 'y A I•� y cam cam 6 JA" 645 i lJ:lr.J :rte' rWINCHESTER e,� - • Oy pip I :00 REGIONAOAIRPORT M•.• Yi. o % 6451 _ _ " Sutidivisiont ;. , - J1C LTD . Subdivision �z 8 Proposed Rezoning ` epi�tzoo�% Current Rezoning Parcels >� 44�� Building Footprints H� 131 (Business, Neighborhood District) O B2 (Business, General Distrist) 4W B3 (Business, Industrial Transition District) 4W EM (Extractive Manufacturing District) 645 is w� HE (Higher Education District) TX% �N Aj M1 (industrial, Light District) to M2 (Industrial, General District) MH1 (Mobile Home Community District) - MS (Medical Support District) OM (Office - Manufacturing Park) R4 (Residential Planned Community District) R5 (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance District) Note: Frederick County Dept of REZ # 03 - 14 Planning & Development 107 N Kent St Governor's Hill Site 202 PINs: Winchester, VA 22601 64 - A - 86, 64 - A - 87 540 - 665 - 5651 Rezoning Proffer Revision Map Created: September 18, 2014 Staff: mruddy A CGII + 1 M 5 7M va.t a r R, PRO.FFE STATEMENT • • - REZONING:. RZ.. #1 0 -� iR4 a' AAA<to R4 . PROPERTY:, 2x180 Acres. +1 Tax -1Vlap & Parcels 64 -A =83, OA, 84,,-85j,$6, and 87 (the "Property"),' RECORD OWNER: Careers Valley Development,. -LLC ;and Governors Hill LL' C' APPLICANT: Carpers Valley Development, LLC and 'Governors Hill y L L C PROJECTWNAME ' _ Governors Hill w ORIGINALMATE' QF' - PROFFERS: March 24;, 2008 REV °ISION DATE:,_ September -;2, 2008; O,etobei, 31 2008; December 8, 2:008;;` January. ,% 2009; :May 1, 201F3; June '17,2013, July _23,, 201'3'; August 15, _2013, September 6; 2013; 'September; 26; , 2013; September 18,•201'4 r The undersigned owners hereby ptoffer that the use and development `of the subject property ( Property ,) as d'escnbed abou,.e, shall be in conforrance _ With the f6if6w,ii g 'conditions„ ,'which° _shall supersede all other proffers 'that may have been made prior i, hereto In''the event that�`the above °.refereh ced. iezon;ing is not grzf.pied as :applied .for. ;by the Applicant ( "App ' licarit `) „'these' proffers shallbe deemed. withdrawn arid. Ball be null acid yoid., Further„ tliese'proffers are' contingent upon'• final,, rezoning-' of the Property wit h, "Final R&oiiing - -' defined as` ;that rezoning'. that is. m effect on' the day upon wli c_h_ the Freder`'ick County Board; of County Supervisors (Elie "'Board') gi =ants the +rezoning; The he of the•proffem set.Torth. below have,b.een` prepared for convenience or, reference only and ,shall not „control, or affect' the"° meaning. or' 5 taken` as an ii ferpretaiion•iof ,any pr6,6: JJ n: of the proffers Tl e improvements proffered herein shall' be,prouided at 'the ytime, of: devOl ” nent of that-; portion' of the; Property adjacent `fo or ' including th e Q rnprovement or` other. proffered.:requireinent„ unless. otherwise specified herein. ` 'The "term "'AppI".' ant" as referenced. herein 'shall °include within its' meaning alf j future, owners, assigns;,. and successors: in interest.: When .used :.in these, proffers; the 1Vl49ter 'Development Plan" shall refer to the .p- an entitled "Master Development Plan, Governors HAP' prepared by,Patton Harris Rust• Associates, .(tfie "MDP ")� dated Mareh. i 2008 _revisedJanuary 9; ,20,0;9: b LAN=D USE. . 1 1 .The project shall be designed ,fo establish iritercorinected mixed' -use, residential -;and " commercial /emplo,ymerit Land -Bays., _ `in general conformance with. tlre. MDP' and as is spee fimlly. set',for,.'th 'in `thes;e Pagel of 12'. i pfldMrs'su upon finial .,. � dttonnte sectionealiaryP en but�;nomoni _..� g _ _.._ g , -._ . .- - gnments. All development;, including; streetaandscapmg„ shall be accomplished, in 11 general conformance with lie "G;overno "rs .Hill; Design arid, Devel "opment, Standards ", prepared, by PHR &A. ,attached hereto and incorporated. herein by reference (Ole "Design" wand' Development Standards 13 Residential, uses . sliall be prohibited jn `the area ,_identif ed as Land Bay .2 on -,lie MDP. Furthermore; Land 'Bay, 2 shall',be restricted to those uses permitted ihi the General Business '(B72) zoning district as specified in the Frederick County Code, Article)( §165 1.4 Except as modified herein, areas •of, resideri'tW development _on the -shall. be limited to, 'Land Bay- 1 and :shall be developed iri confor nanc°e with the regulations of the ResidenfT I 'Planned' Comtnu»ity zoning district, including permissible° Housing types, 'set forth in the Frederick. County Code Article' Vii,; ; §,165 -_67 - .,through, §1,65' =72, as cross- referenced to Aificte VI;,' §:165- 58.;..through . §465 -66'. Unit ,`types ' and lot layouts wiil in residential �� Land Bays, inay comprise any of the permitted', unit types . as` = set, °forth in.' the ,D "e,sign and ,D`evelop,inent Standards;� :and ,authori'zed for'the*R4 district„'and'these Proffers. 1.5 ?R'esidenhal development on` the - Property shall' ,not 'exceed 550 dwelling .units, wit'- 'a mix of housing types permitted_ n the.R4 district. Multi- family units; as defined by the 'Design; and.D eve lopment Standards, shall not exceed 50% of the ,total number .of. idwelling units developed in the project'. Nonresidential structures 'shall be closer than 200.0 feet from the centerline of the existing Winchester Airport runway: 1.6 Prior to the `Property ;exceeding; 1,285 000.:squam feet ,of commercial, building floor? area, tlie' Applicant shall submit fw -flie County �a revised Traffic Impact .Analysis (TIA) ,for: the, Property. Tlie total permitted commercial building ,floor area may-;increase provided ,that the Applicant completes a'. revi's_ed traffic impact analysis which °identifi'es the impacts of trips for',commereial' development m excess ''of 45;8''15 Average `Daily, Tnps:, ('ADT) and r6itigiftibii, if necessary" _for .said impacts is. provided b:y ;the.Applcant in a, form that is• acceptable to the County and VDOT., '2., CONSTRUCTION', F A VNIF;IE'D DEVELOPMENT 2.:1' Th e:.P'roperty -shall be developed, as one :single ;and ;uniffed::developp4en. , m accordance with' applicable .ordinances 'and, for. the R4 zoning district, the MDP as approved, by the. Board; and' ;thisi. Proffer `St`afement. Page,2 of 12' 3: ACCESS TO ARMORY PARCEL -. _The Applicant .has ,designed : ;an`d constructed a_w•o lane public roadway,. d'entiiied on the ' M'OP ;a"s Pendleton Dhve;: from_ Arbor Court to the entrance: o"f 'the Arinony Site .(TM ..64 A -kZ. At such tirnel that Tazewell.' `Applicant Road constructed as depicted .on the MDP, the' shall extend Pendleton Di we; t- coupe A with Tazewel.i Road " 4. .PHA'S]NG °•OF "RESIDENTIAL DEVEL'O WENT ' 4 1 $qi_ ing'pernu s for Land Bay I of the Property shall .be- issued on the following p hasing schedule: _ Y° ^ear I `(*fiths,-1 12�);: 140 building; �perihi�ts Yeai 2l(1Vlontls, 13-24'): 140 �bu�lding permits Year!-3 (Montt s 25 36) 140. building'�permitss - Year ,-4 (MoniB, 3748,): 130, building per=mits The ;above identified; phasing „schedu'l'e is taken fi=om the'.D'ate ,of Eiiaal. ” Rezoning (DER). • Any building permits :riot. issued wfithin any given, ,year., may be'.carried,aover to 'the following year,°Uwevei the Appl cant ,shall not .c. - make application ,for mo e than 200 ;residential bu'ildmg; permits in any given year:; 4.2 Conuneicial, and employment -uses may be constructed atphy lime: k 4:3 Iinproy rnents: including, a 3,000-!square foot 'community cen"t'er, 3,500 :square` feet. 'of, ` neighborhood; swimming; ' pools, and a. dog park shall be constructed in' r conjtincfion. wrtli i "esidential ,de"velopment in Land Bay, 1 _ and, t•he land therefor shall be ,dedicated upon completion of the rnpro.vem6nts fo the Property Owners +...Association. The location. thereof -shall .'be ,dep`cted on Tina °1 ..subdivision ;plans .for such residential development; , ' These recreational' amenities shall serve, to ,meet t he - requirement of '1 recreation'unrt per 30 dwellings - These improveinenis shdll' be: completed prior 'to the :is "suancei `of the 28,1'st residential building • `permit. - � , 5 ARCHITECTURE;, SIGN -AGE„ AND L•ANDSC'APING�; '. - 5.1 All buildings on the Property shall,- be, constructed using compatible architectural styles. The Applicant shall establish one, or more Archiiectur._al.:. `Reu;iew Boards through the 'required Property, Owner ,Association to be; _ -, created to enforce •and udm rii'`ster ,a unified deu,elopriient plan, ,in -general ' conformity with'the Design 'and Development Standards; ' i Pa& 3 of 12' 5.1 Ali, s�gnage :wit "IT' the Properfy shall be ;in substantial ,conformity, Fwith �a comptens�ue sign plan' that insets the requierrienfs of the Zoning e_h Ordinance for signage, which .sha_ll 'be,'submifted in conjunction, with the fir`st fnal site:,or subdivision plan for the P'ropeity, 6. PEDESTRIAN TRAIL SYSTEM AND RECREATION .AR'E'AS' 'The A-poli" - an t - shall design arid. build. a, public pedestrian- >jicycle trail, i systern ,t0",.,- irgini'a Department of Transportation standards- that finks residential and conunei cial areas within the development. S' aid trails; shall " 1 be; in the locations eneeally depicted on the MDR To the extent that such • g l trails ai_e _not;, depicted on the MOP at tl e° t�,ine; <of- Final Rezoning; such .. trails - shall ".he connected with or linked to, the internal .street and :sidewalk network,; Sidewalks' shall ;be constructed Rn `public streets to 'VDOT' standards, and a:'numinum of four =foot sidewalks shall bet constructed on private ,stiee'ts. All,comb'ine.d pedestrian/bic',cl ng trails shall be; 10 feet f wide; and shall haue,ari asphalt surfaces 7. FIRE & RESCUE: 7.1 The Applicant, shall contribute to the' Board the sum, of $422' 'per dwel.lirig unit ;for f re, and rescue purposes, payable- upon, the issuance, of a bui'ldin'g permit` for each, dwelling;.unit., 1 7.2 'Following Final Rezoning, the 'IVlaster POA. to- be.,cr&ted in :accordance; lierewitl'.shall contribute annually, on or, before „July 1st' of'each °year, the S u n of :$1:00,_per-�consiructed residential ;unit; and $,1'00; per, 100R, square feet ,of eonsfru cted commercial. (not including any land; in „pub is use), to the fre aild rescue company prov�d�ng t,Tst = response seruice to` the Pro pert. , Sueh contribution shall be ,monitored' and, .enforced' by, the i master ;POA; and the Board may requwe .an: accounting. of such payments C. at such times and upon such conditions; -as rt inay' d"etermii e - necessary:, Said monetary contribution shall cease, at'such time "that the firei and _rescue company providing first response service- `is; no longer a volunteer, operarion• or should_ the County adopt a fee for service- plan to "provide. fire and rescue services. 8:1 The Applicant shall Zontribute,to the Board the sum, of $1,714 per dwelling! . umt for educat'ional' purposes, payable uporithe: - issuance of a, building ,permit, fo "r e,ach` dwelling unit; Page 4 > >of;f2 9 PARKS ,41 OPEN S PA'C; E;:. 9.1 T -.;he -a phcantl. shall° contribute to -the; Board the! suin °of $ ^343 per d- welling unit, ,-for recreational t,purposes,, payable :upon: the :issuance of a building •permit :for each, :dwetli lg unit. .}0. LIBRARIES: 1',0.1 The App'hcant shall contribute to "the Board the;'suri"s. of $7�9 oot d' iiing unit, for - Ii .r-a- purposes, payable upon the issuance of a building } grunt for each dwelling unit: l L ADIY1INISTRATIQN BUILDING 1 The Applicant; °shall contribute to the Board the sum of." $79 per dwelling �urirt upon issuance of a buil'ding permit, for each :dwelling, unit to belused 11 foi construction of a general:. govertiiaiental adinmistration' building. P2.:CREATION.`OF PROPERTY OWNERS' AS;SO,C°IATION: 12 1 The Master P crify Owners Association to 'be created in accord'iic °e .herewith shall be created "contemporaneously with the first final. ;site, or'. , subdivision plan subniitted.for•the Property. _ll L2.2 The Applicant shall establish a'.,Masier Property Owners.' Association (tiereidafter "Master POA" );.for `Governors Hill; in itst entirety, that. shall, among;,, -other $hmgs, 'have; r.espons`ibility, •foi',• ,assuring 'compliance with design, guidelines and standards, signage.::requirei ienis ,landscape maintenance, `and similar inatters. An— lionieowne1 s' of p- ogjp ty owners' a ss ocikibfis created f6r 'coininercial or resid`enti aI uses individually. shallA ct asIa,.subset of''th6,Masier POA.. 12,3 Thel residential portion, of`the„ development. shall 'be made; subject to-one or more Property Owners'' Assoeiatign(s) (herciftafter '-'Residential POA" ) that shall be'.responsille for 'the ownership; inainteriarice and repair of the community. center, .walking 'trails. in Land Bay 1., swimming pools; all, comrnon areas,, including any. ,conservation areas 'that" array° be 'established' in;' accordance `herewith not dedicated to the+. County or_ ,others; sand stormwater mana °gement faci'li'ties not dedicated 'tospublie `use in Land Bay-, l,;,for each area subject to their Juri'sdi'ction, and shall. b, . provided, such other re §ponsbihties; duties; and powers as: 'are customary 'for such associations or as may be required .for such Resi'deri W PO A herein: I14 In, addition ta.such other, duties and responsibilities as 'may be asstgrie'd a: Residential PQA shal'1 have fitle to and• responsibility for the following,. i "n. Land Bay, 1 (i);, all' common.' open ;space areas not otherwise ,d'edicafed' to , public;. use, (ii) comffidh 'l u ffer. areas. 10 died. outside of residential lots;., (iii) private streets serving: the residents whv, are members- of -such, association, _ (iv) cormnon isolid. waste' d'isposaf and recycling programs, includin' curbside, " ick =u" of refuse- �by a private refuse collection g p. p company, and, (,v) responsibility' ;for the ,perpefuaf maintenance of any street, perimeter;, or 'road buffer areas,' all, of wlch- buffer areas shall, be located ' within. easements to be granted 'to the Residential POA if platted within residential of other lots', or otherwise: granted:. to the Residential' POA by•app- ropriate -instrument: 12:5, Tlie Residential POA shall, tie s'o established that 'it possesses) all necessary powersto set and revise fees and dues in. sufficient sums 'fo- perform the ,responsibilities assigned ,to it hereunder and under the, Declaration to, be recorded, creating such _Association:. Jn addition,, upon any conveyance: of a residen'tial,- ;unit,•froin. they bL lder thered6o a', "home purchaser, there• shall 'be a, fee- paid 'bythe "home purchaser, to :the Resident °.al' PGA ,'in, an_ainouiit equal to three `tunes the then = current ,monthly, i esidential dues = applicable to the unit so conveyed: 12 6 Any .coinmeicial, portion of ithe development, (;with the; exception of any property owned; of leased 'by•ihe Unifed.States, or Frederick County) shall be ;made -,subject to one ,or- more Property Owners.` Association(s) (heremaftei "Commercial POA " °), Such Conin eicial POA(s) shall be responsible .for the ownership, iiiairitenanceE and ,repair- of all, common areas 'in, -Land `Ray 2, `including zany, "conservation :areas that may be established in accordance 'her,ewrthv not dedicated to the County or others, and stormwa e-f management I facilities (under common . (open 's pace). ownership)` not dedicated, to, public Use 'for, each area subject to their jurisdicfion,, and shall be provided such, ,other xesponsibilities, duties, and .powers; as are.customary for- such associations Or as may be',required, for such Commercial POA herein.. 12.7 In,addition,�to, smh; other duties and, responsibilities as may be assigned,,. a Commercial .POA, 'in Land Bay 2, shall liaye title: to and, responsibility, for W 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 Abe 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:FOA by appropriate "instrument; 11 WATER& �SEWtR' :. 01 -1 T1 e Applicant shall be responsible for connecting the _Proper'.ty to public water:'.'an'd sie ch. It shall °further -be responsible .'for 'constructing all. facilities= required for such connection at the Property 'boundary. ' ,All water', and sewer infrastructure sliall be constructed; in accordance with, ,the requirements: of the Frederick Coon Sanitation' Authority, Page 6'of 12 1.4 EN,VIRONIVIENT; „ Stonnwater management an d Best, "Mandgeuient' Practices (B1VIP) 'for; the Property. sha 1, be prov>ded in accordance with the Virginia :Storinwater; Man a`geinent..Regulati'o`ns; 'First E -'d, 1999, Chaptei` 2- ,'Table'2 -3_ 1,4.2 The Applicant, 'shall ;provide n: ot ce in all sales hteiature, in covenants;_ conditions` and' restrictions ;for any :Proper. -y Owners' Associations, of the iaiijacency `-;of iher "'Winchesfer Regional' Aiiport. 'The.App "licant shal�l; :prouide' noise ,attenuation treatment. for# a1T,'residetal, units. 1,5 'TRANS'PORTATION: ' 15.'1 The major road'w_ ways, to be eonstructed on'`the Propei ty shall 'be �eonstrtiicted in the locations' depicted on -lie 1VIDP, With reasonable adjust ifients'pennitte' for - fihal_engineer-ing. I&! Excluding 'X 440300'600 _ square" feet= of offce uses which may b'e. ., d'eveloped.at any, time utilizing access to .the existing completed:portion .of - C;overstone Drivel 'the Applicant: shall. design .and .,construct Covefstone Dr ve:;as a full section with :iaised, medians ,on, a -ininifiiuin 90' right, -of- 'wary; " utilizing, the foll _w_i phasing schedule: PHASE �h: Rhdsei '1. 'shall consist,, of the. full four: "lane section; including ±a, ten 'foot trail from 1Vliflwood Pike to the, `first intersection on Couerstone, Drive as depicted „ on the GMDP from, ;Point •A to N Point B.. Said' roadway °:shall 6e coristructed� -to _.;base asphalt: - prior `fo issuance. of -'a certificate of; pceupancy for any . commercial :building for the Property- and/or prior'`to issuance= : - ' - "' al units, excluding, model . of �a building permit for � any residents_ homes; " located in Land Bay 1 Phase mprovementssliall consist df` ll :necessary, improvements, including sign, iza_ +: when warranted` by VDOT, to create a four way intersection at G " �. intersection' of Inverlee Way and Millwood "Pike as shown on;the'MDP. Page 7 of412 PIT AS E 2: P 2'slall consist of construction of °'two lane section of . Coveisfori_e Drive `fitorri'• -Point `B to Point C` as depicted :on the - MDP Said roadway° improvements shall.'be; completed' pri "or. 't`o issuance of, a c 'ftihcat& of occupancy for ai y use that would cause the Prop -erty tq exceed :40.0,000 square feet: of comrriercial 'building area. PHASE 3.; Phase 3 shall consist of construction of the�reinaining two lane. secti'bn, of Coversfone� Drive 'fr•om `P--,oint 'B 'to. ;Point •C as _ depicted on ,the .MDP. Said, roadway provements shall 'be completed prior- to issuance of'.a certificate: of occupancy for any 'use that would cause the Property to .exceed 80'0;000; square feet of cornmerc a_1 ,building area; PHRASE 4;:; The ,Applicant shall design Coverstorie`;Drive, Exten_ded,as •a :four -. - ;: tanei,section., from .Prince;- Frederick. "to. Relocated Route 522, as, depicted, fiof,POint D fo��Poiht `E or "for, a ma- xifnurn dMa`nc, 800. feet when the. ali'gm-popt of, .Relocafed 522 has been, s, - Aeferrmned.15 VDOT,'and the right- of'way for this segment !of C,overstorie; Drive has, been acquired. by VD OT or Frederick N County,. Iii the. event that he alaigmrient' for relocated Route; 5,22 has not; been determined, or if the right 'of way for Coverstone Drive Extended is, 'not secured by June, .30; 201''& 'then 411 ,. App_'licanf `shall pay to the County $2;O;OOQ' for transportation u improvements within' the vicinity of, -the Property in lieu, of designing said ',portion of Coverston&- Drive. The Appl'i'cant shall fiirther 'pay to the County 1 000 'for each permitted . resi'dentral• unit as a contribution towards the,- 'fut'ure, :construction of Coverstone ` :Drive :Extended;. bi "t if ;the. . coiditiors, above have; ` ;nof been _met' by June 30;, 20;18 then these funds;'_may be used; for other projects in the vicinity of the, Property That' have �a rational 'nexus to:theProperty. 'iSuch.�funds. shall be paid at-the time -of buitdmg, permit °issuance !fo'r each of ihe, p _ , ited reside ntral unifs, 15.3 Notw,ithstaiiding any other p`rovrsions of these, proffers; :the. Applicant° shall ^construcf Coverstone. Drive: as ,a full" four- - lane section as; required, i'm,Pi, 1er� 15 2'. from, 1Vlillwood. Pik_e;, to `Prince Frederick °Drive ;prior totNoverriber 1, 2025: A :median break and eastbound left. turn Pane- shalt. be Mlwo ,Pod ike a le nd -Invere' constructed at, the ex_istrng, il n intersection .pri'or-to.�November, '1; 2015. Page 8 of12 J5.4 The; Applicant: 'shall= design diand consti uct Tazewell. Road, •as ;shown',Aon ,ah'e 1V1DP ;as a mirirnum two:;;lane roadway., .within. a variable, width, right :of • ' ' . w � ` - g _ y width of '60'' .to •provid.e access to �a with a iinaxrrnum r� ht of wa Y .'.residential uses within -Land Bay J, and : oilier 'coinmercial areas of Land. Bay12. Said '601 right of way width shall b,c regurred> for Tazewell' ;Road between; Coverstone; Drive and-, Pendleton, Drive: The right of way and road width shall decrease for, the, remaining poitions� '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;= sha11'bt, issued -until such- time that access to;.Land Bay I 'fr.om. Millwood Nkels provided, via Coverstoile; Drive and-, Tazewell Road: t5.5 " The,' Applicants, Shall 'pay `to, "the' County the ;amount of $75;00.0; for . s gnA, t"' or`.otli'er road if provemerts� at the intersection 'of Milawood Pike (.US Route 50.) and' V cfor.y Road (`Route 728). S_ uch' funds shall be • paid within sixty (60,) days of the issuance of tlie; first residential building, pennrt i�nxLa,,d'Bay 1 +5`.6 The Applicants, �sha11 pay' to the County: the amount of $`1`75,000' for _ s gnalization or:• other load inprovemenfs' at the intersection of Costello Drive.,and Prince Frederick'.`)rrve. -'Such :funds; shall, 'be paid within ;sixty {60) days of° receiving written request from the, county, and. VDOT' after ' acceptance of Phase 2_ 'Coverstorie,.,Drrve .lmprouernents per Proffer 1;5:2 into the State:_ highway system. _ cess `fo Mill.wood;'P ke shall be :limited:. to •C66rsw e Drive as -,shown on ahe MDP: with the;: exception of the pfi'vate driveway currently 'serving; TM, '64 -A 838: The Applicant shall- 'cl'ose said, driveway, •once access is provided to. TM 64-A =8343' pia ahe internal residential street ,network as. : depicted on the MDP Addit_ionally;, the Applicant shall close he existing. crossover previously, used for access to ahe golf course concurrent, with Phase 1 improvements, ;as pi ovrded by Proffer 15.2:,. ' 15.8 All public 'right- of,-ways shall be 'd`edicated to .-Fre'd'erick :'County, =as part of •. j• the subdivision approval p "roces"s,, consistent with applicable Virginia, law: l 5.9 -All public. streets • 'and ,roads:. sha1T be designed, in accordance w-it h° the, : Virginia, Department of Transportation specifications, ;subject ' to' review _'and approval• by.,Frederick County, and VD;OT,: 1'5 W All private streets: and roads, shall''be,�constructed; in ;accordance wjth the : =, e° oTrnsptation . str uctucurrent; Virginia Depart ral ;standards, and as ray be.nodif'ed by the County; acid shall be owned and: maintained by' the Property ;Owners Association ser-vO'by such streets or• roads,, : Page 9, of 12 15 11 3T!h e des_ ign o,f, off srte_ road' irnp ,,Qye nfs'shall `be p7 general: confor- riiance „ with the plan, entitled "Governors Hill Road hnprovemert`s "'Sheets l =2, as prefoudin 200:0003W'660 arms Rust and 'Associates, dated October 30, - 2008. re ared, b Patton _ g • square; feet: of office uses, which may be _.Y. g developed at:an dine util" access to the existing completed portion of U0,V6rstone Drive, off-site iirnprouements - shall. be, 'constructed in three phase's, as depicted onrthc afotementioned plans,:a "s, follows: " Phase A.:.,' Phase A improvements. shall consist of :provements at the' m :e in "tersect On of 1V1�illw.00d Pike,4nverlee -Way /Coverstorie� Drive arid, shall be completed, coincident with Phase- l Coverstone _ Drive coifstructionTer-`Proffer 151. Phase,R, Pliase B improvements shall';consisf of improvements at "the: mtersectiors 'of Millwood Pike/PrniceF,rederick Drive', and, Prince Frederick Drive /Costellg, Drive'.. Phase .B improvements ' t. shall be •cm nt with. Phase '2 Coverstone Drrvej construction per'•Profferl5 2'. Phase,C Phase C :improvements, shah-.consist. of `improvements af..the: intersection of; Millwogd,'P A e /Sulphur Spring. Road. ;Pllasc C. 1111&dyen tints shall be comp,lefed co nc�denf`wrth;Phase: 3 Couerstorie;Dri've construcfion.;per Proffer `1S2.F -r 15.`12' The Appphcant; =shall': make ;good faith efforts W obtain any off- :site Tight; of way" needed; to, ';complete` .any proffered off =site t'r_ansportation iriprovemenfs : In, the event .that `the Applicant pis _not; able - =.t'o obtain' the ` right of.way and, further, t11e County and %orState'of Virginia do not. obtain. ,. ' the necessary ,ri "ght of `way;, in lieu;;of° °constructing the 'road' improvement; i the Applicant shall pfovide,a monetary`:coutribufion fq Frederick County that is, .equivalent to; the estimated :construction cost ;of those; .road r improvement's that coul& not be implemented. The- construction cost estimate'shall be'subject to tev�ew' and approval .by UDOT. The motiefaty :. contribution shall:' coincide ,wi'th the ,commercial. area threshold .that triggers;fhe off site road improvement as; idenhf ed' mProffer - 15:1;1.. 1`5..13 Any future; 'transportation.. analyses which :may. be ,required for the ` Property"; shall. utilize Code '820 "'Retail "'.per•the I -T E. Trip.Generation " • 1Vlanual'7th Ed'itiowfor-any comrnercial:usc.other than office use.. Page 10,6f12 ` 15 "14", in, the ',event°; ny proffered '.off site; road''improuernents 'are, constructed; by ;others, Ahe .Apphcant;' shall provide '•a 'monetary contribution, to Frederick `County "that is equivalent. to they "estunafed, con§tf6bti6n costs of those r proffered road'.. ' nprouements not installed by the, Applicant; The construction cost estiinate,- shall. be 'subject to, .review and approval by VDOT The ii?onetdf contribution ,shall ;comci de wrtl , the' conimerci.dt,area ''- thnsllold�. that; triggers the off site road., improvements as ,identif'ed in Proffer '15..1;1; 1;6. CULTURAL RESOOURCES INVESTIGATION AND=PRESERUATION, The Appl>cant s- -a �il conduct ,oi 7caus.e fo be conducted ,a Phase; I • Art haeological lnvesriga60n of the° .Property, pri" . to the approval of tlie' f rst- `final site or subdivision. plan for the-; :Property, and, -shall, connplefe 'Phas'e ' -I1" and III investigations; thereof as may .be deinorist'rated 'to be necessary by the Phase I study, 1'T.. ESCALATOR CLAUSE: ..` 17.1 lrr the event any monetary, contnbuutions set forth ;in the' Proffer, Statement: are paid` to the; Frederick County Board 'Count -y Supervisors' ( "Board.") within 30 months of October •12; '2005.;' as applied for.':by the; Applicant; s "aid contribution`s ;shall be *in the••amounts, as - stated hererir Any monetary contributions set forth 'in the Proffer Statement which,•are,,p Jd•�i- the Board; after 30; months 'following October L2, 2005" shall be adjusted in accordance with. the 'U_rban Consumer Price Index (" CPI -U" )' •puMi -shed :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 j �. :from than date'30 �rii'onths after �Qetober ]2, 2:005, io `the,,,' most; recently mailable CPl -U` to tlei date `the coritributoii , ares;paid, subject to a, cap of 5:% per •year, non compounded; ' L8. SEF,TEIVIBER 18; 2014 PROFFER REVISION - , . ° ' 18 1 _ The reyi "sions: dated "S.eptember 18; 2014 apply only to tax parcels 6;4: A =86 ;and•'64 -A -8.7 .and• :do !not g ly�.fo: the other properties ;subject to the Proffer Statement 'dated,'Se `tember• 2�6; '2013•. These �m ' ,.. p 'odifica`tiors'iricrease'_fr'om •200,,OW. Ito 3.0.0';000 the s'quarc; footage of officel.floor space which maw developed on any o "r. all of the properfies_lsubJect to the `Proffer Statement dated September 26 ..2013 utthziiig access from, the• som lep ted portion of Cover "stone Drive°., This increase in: floor- space° is indicated :in' Sections -15.2. =and t -S.1 =1 �ofthis:Proffer.'Statement:. e SIGNATURES APPEAR ON THE EOL OWING . PEIGES' ' . ' Page 11 of'12 f G� O w 'RE`SOLVTION '('- - - Action_' PLANNING COMMISSION': October 1,:201,4 - Recommend'edyA:pproval 'BOARD OF SUPERVISORS:: ,, , ' October 8, 201'4- D APPROVED ❑ _DENIED` AN ORD:I VANCE AMENDING °THE. ZONING DISTRICT .MAP' REZON:IN °G' #0344 MINOR PROFFER REVISION. OF GOVE'RN''ORS;-HILL . Go donRAssocaRtesOtone #oe t eprofferPassoeraRted lw th Rezoning #1,0:'08land #OSfted by Wilham'H-.'- g 13 relating to `Trans ortahori" p 4 ,ers was con °sidered. The. y fdr revision, originally proffer'staiemerit dated Se tember. 2 2008 with a fin section of the tuff p al revision :dated 'September 1.8; 2014' .applies only to "the properties owned byJGR'Three L L C (:64 ,A -8,6 and 6'4 A87)._and doesnot`impact o'th`er prop, identified under, th_e: Dovernors •Hill:Proffer;Statemen "t These; - odificat Ens include the,increase from,20.0,000 to 3.001000' 1. { square feet' of office floori "space which may lie »developed util`izmg- access `from the completed portion of Coverstone Drive This increase 'iii floor- space is located 'in . Secti'ons `1.5.2 and 1.5'.11 of the proffer i statement WHEREAS the Pl`arimng;Cmm'`ssionheld a;public;meetirg ori'`this rezoning on October 1.; 2014; and -- forwarded a recommendationiof approval; and. WHEREAS ; the Board of;Superu sors,held apizblicmeetingjon this- rezoning,on October 8, 2014, and �?VHEREAS, ;the Fr'ederick',C,ouiityBgard of S:uperuisors finds the approval of this rezoning, `to 6 c in " the: best, interest of .the' public healeth, safety; welfare„ `and in. conformance with the Comprehensive Policy Plan' NOW .THEREFORE, B IT'R »ESOLV`ED by th6Frederick County'Board,ofaSupd `isots -that Chapter 1'65 of 'the Frederfek'Couhity Code; Zoning; is, amended to, revise-the proffers associated with Rezoning,41.0 -08 and ,,,#Q5 1,3,'re1ating.to `the "Transportation" °section of the proffers.. 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ES r - �t t'� l/ �/ry��{ Va tt Xa 4 R - t & A i- i t E• f1V PROVEMENTS E g S yo Pin l tlscOp A 5 t,,. ' C9C CRFiIiWAY ENG c . D wiE ,G9C AUGUST 29 -2008 � � + � _ _- CMC ED,y RO T PLAN_ ' C enl'ey VP 20151 -18.9 _ --•.�. -' fCE ADa.. G 0.!SMEEf !91AW11�EyYM757E011 d577�i$'y T'•TOJ 9fi100 ' -��. OVERALL a � mpres.,a i' N q v ; /o m t _ C •^ r � 111 , �' � S , xz IC's+ ItD !F.` ' Z, . r •: W>1aDDtDBDR Dt➢QDY tQOD06' •.6t. 83 - _ - • ES SWAY v2U,ELE' � ,t,RE: .. .. - _ _. 04C "(RID�YLIY ;ENG .. _ ' P a t t N R t d A i ' C ORiE� i POVER RS HILL ...•' . E fJ $txvC) PI s l C OP A h t t ; CSK AUGUSTi 29 2008 a2 ROAD.IMPROVEMENTS` INTERSECTIONS C EC E SULE + RAN'. 1 a7�• 13 . - slfE*> 9UBITHI)tNG61EfiML "`061WCI9 1 HL OS na 6)00 iJii7 -1-8 !G10051fr - .2 Of 2 FRmEmCR,tWNO`..VRtaG.` - °G" . PROFFER STATEMENT REZONING: RZ. #10 -08: R4 and RA to R4 PROPERTY: 278.0 Acres + / -: Tax Map & Parcels 64 -A -83, 83A, 84, 85, 86, and 87 (the "Property ") RECORD OWNER: Carpers Valley Development, LLC and Governors Hill :LLC APPLICANT: Carpers Valley Development, LLC and Governors Hill LLC PROJECT NAME: Governors Hill ORIGINAL DATE OF PROFFERS: March 24, 2008 REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008; January 9, '2009;: May 1, 261`3; June 17, 2013, July 23, 2013; August 15, 2013; September 6, 2013; September 26, 201`3; September 18, 20'14 The undersigned owners hereby proffer that the use and development of the subject property ( "Property" ), as described, above, shall be in conformance with the following conditions, which shall supersede all other proffers that may have been made prior hereto. In the event that the above referenced rezoning is not granted as applied for by the Applicant Applicant" ), these proffers shall be deemed withdrawn and shall be null and void. Further, these proffers are contingent upon final rezoning of the Property with "Final Rezoning" 'defined as that rezoning that is in effect on the day upon which the Frederick County Board of. County Supervisors (the "Board ") grants the rezoning. The headings, of the proffers set forth below have been prepared for convenience or reference only' and shall not control or affect the meaning or be taken as an interpretation of any provision of the proffers. The improvements proffered herein shall be provided at the time, of development of that portion of the Property adjacent to or including the improvement' or other proffered requirement, unless otherwise specified herein.. The term "Applicant as referenced herein shall include within its meaning all future owners, assigns; and successors in interest. When used in these, proffers, the "Master Development Plan" shall refer to the plan entitled "Master Development Plan, Governors Hill" prepared by Patton Harris .Rust & Associates, (the "MDP ") dated March 2008 revised January 9; 2009. 1. LAND USE 1.1 The project shall be designed to establish interconnected mixed -use residential and commercial /employment Land Bays in general conformance with the MDP, and as is specifically set forth in these Page 'l of 12 • 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- "Design and Development Standards"). 1,3 Residential uses; shall be prohibited in the area identified as Land Bay 2 on the .MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted; `in the General Business (B -2) zoning district as specified in the Frederick County Code Article X, §165- 82B(1). 1.4 Except a_ s modified herein, areas of residential development on the Property shall be limited to Land Bay I and shall be developed in conformannce with the regulations of the Residential Planned Community (R4 ") zoning district, including permissible housing types set forth in the Frederick County Code Article VII, §165-67 through §,165 -72, as cross- referenced to Article VI, §165-58, through §-165-66. Unit types. and lot' layouts within residential Land Bays may comprise any of the permitted unit types as set forth in the Design and Development Standards, and authorized for the 'R4 district, and these Proffers. 1.5 Residential development on the Property shall not exceed 550 dwelling units, with, a :mix of housing. types permitted.;in the R4 district. Multi- family units, as defined by the Design. and .Development Standards, shall not exceed 50% 0 of the total number of dwelling units developed' in the project. No residential structures shall be closer than 2000 feet from the centerline of the existing Winchester Airport runway: 1.6 Prior to the Property exceeding 1,285,000 square feet of commercial building floor area, the Applicant shall submit to the County a revised Traffic .Impact Analysis (TIA) for the Property. The total permitted commercial building floor area may 'increase provided that the Applicant completes .a revised traffic impact analysis which identifies the impacts of trips for commercial development in excess of 45,815 Average ,Daily Trips (ADT) and mitigation, if necessary for said impacts is provided by the Applicant in a form that is acceptable to the County and VDOT': 2. CONSTRUCTION OF A UNIFIED DEVELOPMENT 2.1 The Property shall be developed as one single and unified development, in accordance with, applicable ordinances and regulations for the R4 coning district, thel MDP as approved by the Board, and this Proffer Statement. Page 2of12 1 3. ACCESS TO ARMORY PARCEL 3.11: 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 I of the Property shall be issued on the following phasing, schedule: Year 1 (Months 1 -12): Year 2 ,(Months 13 -24): Year 3 (Months 25 -36); Year 4 (Months 37 -48): 140 building permits 140 building permits 140 building permits 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 3,090, 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 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 architectu"a_'l 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 12 • '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 MOP. 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 VDO.T standards; and a minimum of four -foot sidewalks shall be constructed on private streets: All combined pedestrian/bicycling trails% shall he 10 feet wide, and shall have an asphalt surface. 7.. FIRE & RESCUE: '7.1 The Applicant shall. contribute to the Board the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for each dwelling unit. 7.2 Following ,Final Rezoning, the Master POA to be created in .accordance herewith shall contribute annually, on or before July 1st of each year, the sum of $100 per constructed residential unit, and $100 per 1000 square feet .of .constructed commercial (not including any land in public use), to the fire and ,rescue company providing first response service to the Property: Such contribution shall be monitored and enforced by the master POA, and the Board may require an accounting of such payments at such times and upon such conditions as it may determine .necessary. Said. monetary, contribution shall cease at such time that the fire and rescue company providing first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide fire and rescue- services.. 8. SCHOOLS: 8;,1 The Applicant shall contribute'to the Board the sum of S11714 per dwelling unitfor edueational purposes, payable upon the issuance of a building permit for each, dwelling unit. Page 4-of 12 • • 9. PARKS & 'OPEN SPACE: 9.1 The Applicant shall contribute to the Board the sum of $343 per dwelling unit 'for recreational purposes, payable upon the issuance of a building permit for each dwelling unit: 10. LIBRARIES: 10.1 The Applicant: shall contribute to the Board the sum of $79 per dwelling unit for library purposes, payable upon the issuance of a building permit for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling unit upon 'issuance of .a building permit for each dwelling unit to be used for construction of a general governmental administration building. 12. CREATION OF PROPERTY OWNERS' ASSOCIATION: 12.1 The Master Property Owners As 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, swimming pools, all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others', and stormwater management facilities not dedicated to public use in ;Land Bay 1, for each area subject to their jurisdiction,- and shall be provided such other responsibilities, duties, and powers as are .customary for such associations or as may be required for such Residential POA 'herein. 12.4 In:. addition, to such other .duties and responsibilities �as may be assigned', a Residential. POA shall have title to and responsibility for the following in Land Bay 1: (i) all, common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 of 12 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. 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 in accordance herewith not dedicated to the County or others, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for each area subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to such other duties and responsibilities as may be assigned, a Commercial ;POA, in Land Bay 2; shall have. title to and responsibility -for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer, areas located outside of commercial lots; (iii) responsibility for the perpetual ,maintenance of any street, perimeter, or road buffer areas, all of which buffer areas .shall be located within easements to be granted to the Commercial POA .if platted within commercial or other lots, or parcels, or otherwise granted 'to the Commercial POA by appropriate instrument. 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 12 14. ENVIRONMENT: 1.4.1 Stormwater, management and Best Management Practices (BMP) for the Property shall be provided in accordance with the Virginia Stormwater Management Regulations, First Ed. 1999, Chapter 2, Table .2-3. 14.2 The Applicant: shall provide notice in all sales literature, in covenants, conditions and. restrictions for any Property Owners' Associations,. of the adjacency of the Winchester Regional ,Airport. The Applicant shall provide noise attenuation treatment for all residential units. 15. TRANSPORTATION: 15.1 The major roadways to be constructed on the, Property shall be constructed in the locations depicted on the MDP, with reasonable adjustments permitted for- final engineering. 15.2 Excluding 280;909300,000 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 fulLsection 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 m Land Bay 1. Phase 1 improvements shall consist of all necessary improvements; including signalization when warranted by VDOT, to create. a four way intersection at the existing; intersection of Inverlee Way and Millwood Pike as shown on the MDP. Page 7 of 12 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 Point B to Point C as depicted on the MDP. Said roadway improvements shall be — completed prior 'to issuance of a certificate of occupancy for any use that would cause the .Property to exceed 800,000 square feet of commercial building area. PHASE 4: The Applicant shall design .Coverstone Drive Extended as a four - lane section fi-om Prince Frederick to Relocated Route 522 as depicted from. Point D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined 'by VDOT, and the right of way for this segment of Coverstone Drive has been .acquired by VDOT or Frederick County. In the event that the alignment for relocated Route 522 has not been determined or if the right of way for Coverstone Drive Extended is not secured by June 30, 2018 then the Applicant shall pay to the County $20,000 for transportation improvements: within the 'vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County $1;000 for each permitted residential unit as a contribution towards the future construction of Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then these funds may be used for other projects in the vicinity of the Property that have a rational nexus to the Property. Such 'funds shall be paid at the time of building permit issuance for, each of the permitted residential units. 15.3 Notwithstanding any other provisions of these proffers, the .Applicant shall construct Coverstone Drive as a full four - lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior to November 1, 2025. A median break and eastbound 'left turn lane shall be constructed at the existing Millwood Pike and Inverlee intersection prior to November 1, 2015. Page $ of 12, 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' 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 l from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 15.5 The Applicants shall pay to the County 'the amount of $75,000 for signalization or other road improvements at the intersection of Millwood Pike (US Route 50) and Victory Road (Route 728). Such funds shall be paid within sixty (60) days of the issuance of the first residential building permit in Land Bay 1. 15.6 The Applicants shall pay to the County the amount of $175,000 for signalization or other road improvements at the intersection of Costello Drive and Prince Frederick Drive: Such funds shall be paid within sixty (60) days of receiving written, request from the County and VDOT after acceptance of Phase 2 Coverstone Drive Improvements per Proffer' 15.2 into the State highway' system: 15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown on the MDP with the exception of the ,private driveway currently serving TM 64- A-83B. The Applicant shall close said-driveway once access is provided to TM. 64=A -83B via the internal :residential street network as depicted on the MDP. Additionally, the Applicant shall close the existing crossover previously used for access to the golf course concurrent with Phase 1 improvements as provided by Proffer 15.2. 15.8 All 'pub'lic right- o£ways shall be dedicated to Frederick County as part. of the subdivision approval process, consistent with applicable. Virginia law. 15.9 All public streets and roads shall be designed in. accordance with the Virginia Department of Transportation specifications, subject to review and approval by Frederick County and VDOT.. 15.10 All private streets and roads shall be constructed in accordance with the current Virginia Department of Transportation structural. standards, and as may be modified by the County, and shall be owned and:maintained by the Property Owners Association served by such streets or roads. Page 9'�of 12 15-A l T he design of-offs-site road improvements shall be in general conformance, with the plan entitled "Governors Hill Road Improvements" Sheets 1 -2, as, prepared by Patton Harris Rust and Assoeiates, dated October 30, 2008. Excluding 2005088300,000, 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: 'Phasei B improvements shall consist of improvements ai the intersections of Millwood Pike /Prince Frederick Drive and Prince Frederick Drive /Costello Drive. 'Phase B improvements ;shall be completed coincident- with Phase 2 Coverstone Drive construction per Proffer 15.2. Phase C: Phase C improvements shall consist of improvements at the intersection of Millwood Pike /Sulphur Spring Road. Phase C improvements shall be: completed coincident with Phase 3 Coverstone Drive construction per Proffer 15.2. 15.12 The Applicant. shall make good faith efforts to obtain any off -site right of way needed to complete any proffered off -site transportation improvements: In the event that the Applicant is not able to obtain the right of way and, further, the County and /or'State of Virginia do not obtain the necessary right of way, in lieu of constructing the road improvement, the Applicant shall provide a monetary contribution. to Frederick County that is equivalent to the estimated construction cost of those road improvements that could not be implemented. The construction cost estimate shall be subject to review and approval by VDOT. The monetary contribution shall coincide with the commercial area threshold that triggers the aff- -.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 LT:E: Trip Generation Manual 7th Edition:for any commercial use other than office use. Page 10 of 12 0 • 15,.14 In the event any proffered off -site road improve_ ments are constructed by others, the Applicant shall provide a monetary contribution to Frederick County that is equivalent to the estimafed. 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 R and III investigations 'thereof as may be demonstrated to be .necessary by the Phase I study. 17. ESCALATOR CLAUSE 17.1 In the event any monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ('Board ") within 30 months of October 12, 2005, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in the Proffer Statement which are paid to the Board after 30 months following. October 12, 2005 shall be adjusted in accordance with the Urban Consumer Price Index ( "CPI -U ") published by the United States Department of Labor, such that at the time contributions are paid, they shall be adjusted by the percentage change in the CPI -U from that, date 30 months after October 12, 2005 to the most recently available CPI =U' to the date the contributions' are paid, subject to a cap of 5 % per year, non- compounded., 18 SEPTEMBER 18 20`14 PROFFER REVISION and 15.11 of this Proffer Statement. SIGNATURES, APPEAR ON THE FOLLOWING PAGES Page 11 of 12 ir, r--. m w To Office of Planning & Development Frederick County, VA ❑County No./ ❑Town No. Date September 29, 2014 Shipped Via Courier Plan Name Governors Hill Project No. 3088 /Phase No. 0101 Subject Proffer Modification From Chad Wallen We are sending you ❑ Print(s) ❑ Correspondence(s) Z Submission ❑ 1S' ❑ 2nd ❑ 3`d F-1 Other ❑Electronic Media 2 Originals Copies Date Description 1 9/29/14 Owners Signature Sheets 1 9/29/14 Revised Redline Copy of Proffer Statement 1FZ09 1 9/29/14 Revised Proffer Statement .240014 These are .transmitted U For your use U'As requested J For approval LJ For review and comment . ❑Other Comments Please contact if there are any questions. Thanks, Chad Wallen INTERNAL PLAN PROCESSING USE ONLY Notes: ,Signature of Receipt cc: GAProjecl\Plann\3088 - Freoerick County,GSA\Documents \2014- 09- 29_Transmittal.doc. Date www:gordon.us.com I PROGRAMMING AND PLANNING DCJS License# Is 11 -7158 CIVIL ENGINEERING LANDSCAPE ARCHITECTURE CHANTILLY: 4501 Daly Drive, Chantilly, VA 20151 — Phone: (703).263 -1900 SURVEY AND MAPPING CHARLES TOWN: 301 N. Mildred St., Suite'1I, Charles`Town, WV 25414 Phone' (304) 725 -8456 SECURITY CONSULTING . u. : REZONING APPLICATION #03 =14, ;GOVERNORS HILL (JGR:Three L:L:C) Staff',Report' for - tke Planning- .commission Prepared: September 8' 20,13 ` Staff Contact:: Michael. T. Ruddy, AICP, Deputy Director Reviewed, Action; Commission: 10 /Ql /14 Pendin Planning , - - _. g Board of Supervisors,: 10/08/14 Pending PROPOSAL To; revise proffers associated with Rezoning #05' 13 'This revision relates specifically to the Transportation section of tlie,proffers and applies.only to parcels owned 'by JGR Three L.L.C. within. the_ Governors Hill Project, (64 A =86' and 64-A-8 7) LOCATION: 'The properties ;are•located;approx.imately onemile east of, Interstate'8l,:on the south;side of=thie Mill "wood.Pike(Route �50'East), across from Sulphur" Spring`s Road (Route 655) and The Ravens subd'ivisi'on. STAFF .CONCLUSION:. FO;R THE 10/01/14 PLANNING `Theapplicant',is seeking ap,- o Y -ofa m_ nor proffer revision: The proposed `profferrevision,specifically changes the :amount of off "ce space that may be developed on the property uftzing: access to the existing, completed portion o;f,Coversione Drive. The current amount"is 200,000 square-feet,ofofffce, space. The applicant is_:;seeking to'increase this to 3;00 01OQ square.fee't.of office space. The improvement . thaf is',t ggered''by thi`s�,figure/benchinark;is the design acid construction,of Phase l 'of Coverstone Drive M. from Route 50,,Millwood Pike, intwthe,proper"ty; Point, A' to'PointB as,depicted on the MDP. Notwithstanding the above, triggers. 'remain to ensure the: ultimate ,extension and compl'et'ion of g y _.. Coverstone Drive , enerall consistent with the original proffer statement: Proffer, 1'5.2 and 15,11 are the modified proffers_:, New proffer l 8 states'that;this revision, applies only toll elproper -ties owned by JAGR Three L L.0 ('64: -A -8'O and '64- A -87,) and does not impact other'properties identified under the Governors Hill Proffer Statement (RZ #05- 13)".. Previously, the Governors, Hill proffer statement- was 'changed-under rezoning RZ405 =13, to, remove items that had alr_eadybeendealt, with. or wereproposed.to.be.dealt with byothers and changed the date Of performance provision for road improvements from 201:5 to 2025 Executed proffers are provided along with_ a redline version to' make clear, where changes have been .made. :raised ,bv the Plannink.' Commission: Rezoning #03 1., _: _gyemo'ts Hill ." Septemberl_8, 2014 _ 'Page. 2' This ,repprt',is prepared by. the Frederick 'County Planning,Staff to provide nforniation to the - f Coiiiii?issioiz and; alie: Boar of Supervisors to assist' lliept iii making a decision' oil this applacai on: It may also be useful to others interested in this, zoning pyiden" Vitresolved issues concerning this, application ar a %noted by;staff wliere relevant iliroughoui this staff report.. Reviewed.: Action, Planning, .commission: 10 /01 /14 Pending Boord,of Superyisors Pending PROPOSAL.'To revise proffers associated with Rezoning;, #OS -13.. This revision;rel'ates:specifically to the Transportat onsect on ofthe proffers and :applies only toppareels owned:b.y JGR Three L.L.C. within_ u. the Governofs,Hill Ptoject 04 7A,786 and 64-A787). LOCATION The properties are located,approx mately one'mile east of'Interstate 8.:1 on, the south side of Millwood Pike? (R'oute 50' East); across from Sulphur - Springs Road. (Route 6'5'5), and The Ravens Sub-division.. MAGISTERIAL 'DISTRICT:, Shawnee PROPERTY 1D-NUMBERS:--:64-.A7,8.6, 64 -A787 t ' PROPERTY ZONING R4 {Residential Planned Community),D''stnet, PRESENT USE`Urid`eveloped/Uacant - n n ADJO NING PROPERTY, ZONING & PRESENT USE:, I North RPr (Residental Performance) Use: Single Family Residential, R South: RA, (Rural Areas) ` Use: 'Regional Airport East: M`1 (Lightjndustrial). Use: Ii dusfrial and Residential 1VIH1(1Vlobile Home,Community) 1. West: .RA (Ri:ira1, Area §) Use Regional Airport and Office B2 ,(Bus�Oss :General) s Rezoning, 403 14 -Zj- err grsEill' . September T8,,2414 Page:3 REVIEW' EVALUATIONS: Planning & Zoning: - ' n ' •The.origrnaf Frede rick :Count zoriin ma '(U;S.G:S'. Winchester` = .uadran le ) identifies the,sirb`eef arcels `as'bein zoned R �'1 Res denti "al Limited) , The ,parcels were re= mapped from -R -..1 to A -2' . p g. (Agricultural General),' pursuant to the "County's comprehensive downzoning initiative (Zoning Amendment'P iijon #0'11, 8,0)x. which was adopted' on October 8 ..198Q The County agricultural `zoning districts were subsequeritly combined °to form the RA (Rural Areas) Di "s'trict upon adoption Of an'amendment to the Frederick,County Zoning•Ordinarice on.Nlay 10, 1989. The_correspondi'ng revision of the zonnginap resulted in there- mapping of the sirbecf propertiesandall other A -.l and A 2 n he R DtrA .sict; On.Oetober l`.2, 2005 the Board- of Supervisors approved Rezoning, #:1';1 -05 which rezoned parcels 64 -A -82, 64 -A- 83;;•64- A -83A, .64 A= ,8;6;•.64 =A -87, 64 A �8,7A to the R4 District with proffers. On January 28; 2gW,'Rezon rigR #10..08 to 94 with proffers�was ,,approved by the Board of Supervisors: The January 28, '2009 updated transportation •arid: land -use payouts': 'Most significant of the transportation changes was the severing of,a planned oonnection to Route 50 at the'location of Sulphur Springs Road and the f©cusing:of traffic flow to Route. 50-at Inverpee Drive., On November I3; 20.13`, :Rezoning #OS "`13; was - approved by "the Byoard, of Supervisors. This amendment to the - proffersfre-moved_items that had already been dealt.withor were proposed.to bedealt with by others and "changed ihe,d'atetof;perforinance provision for =road`improvements from 2015 to 2025',, 2) Comprehensive Policy� P..1'an. The 2030 Comprehensive Plan -is Frederick County 's.offi'eial'publio,dociument that serves as the commnity's:- guide' for rndkrrig decisions regarding development; preservation, public.facifi•ties and other key °,components of coinmunity�life: The primary',goal,of This Sh,is to protect and improve the liuing,environment within Frederick County .lt:.is ih.essence -a con position ofpolicies'used to plan for the future�physrcal development of�Fredefck.County, Laiid Use A portion of the site is located within. the Urban Development Area (UDA), specifically the, residential -portion ;of ,the development .is within the, UDA The, 2030 ,Comprehensive- Plan. envrsi'ons the area comprised by the „subJect parcels as, developi -with- business /office land use. The existmg'ancL.proposed.R4 zoning'is generally consistent with,thik,plan asdt.relates t6lihfs,area. The subJect; parcel`s, are also located within the boundaries” of the Airport:, Support Area that surrounds 'the Wr'riehester Regional Airport.. Business and industrial' uses ,should be the ,primary uses `in. the aiMM "support area Rezonmg #03 14 GbVei rs Hill. September l8, 201 -.4 _ NO 4 3) " .: Proffer Stafemeni The °proposedproffer revision;specifically changes;the amountof office space that may be,develope- on the; ro ert utilizin° a p p ' y g ccess to the, existing completed portion of Couerstone Drive. The'eurrent amount is 200,004 square feet of office space.`The applicant'isrseeking,toincreas itl is to3 00, W square'feetof offices :ace The improve. inent that is -trig ered p gg_ by.this fi'gure/benchmark is the designand'construction of:Phase.1 of Coverstone.D'n' ve from Route 5,0, Millwood Pike,, into,the, property;.Po nt A to Point Ras depicted on the M'DP. e e modedrofers. Nproffer l8.st is-revision I S.l.l ar , w v applies.only to the5prop"e "sties owned b'y JGR,Three L L C. ,(64 =A -.86' and, 64:A -87) and does not impact other properties identified under the Governors,:Hill'Proffer Statement (RZ #05 -13 ): COLUIONS H0 /16`/1'3 PLANN-ING `COMM.ISSION MEETING: STAFF The;appl cant is seeking approval;of a minor proffer revision._ The proposcAproffer revision specifically changes the amount of offic& pace; that,may be developed on ilierproperty utilizing access to the ex�isting� completed porfioIT of:Coverstone'Drive`; Theeurrent amount is 200;000 square: feet of office space Tfie applcant;is, seeking to increase °this to 300,0;Q:0asquare feet of office space.The?mprovement thatJs triggered, y g hmark� s =thedesign.and „construction of Phase 1 of Coverstone Drive b. this fi' ure/li'enc, from Route 5,Qj Millwood Pike.mfo Oho property- Point A to Point B ,as depicted on- the MDP. Notwithstanding the above; triggers remain, to ensure the ultimate extension, and completion of Coverstone Dri rigin �e,.,generallyconsistent with the oft proffer statement. Executed proffers are"prodded along with a,redl'ine version to make clear where changes have been made concerns rais, 'PlanningXomm fission. �2 167, ♦ t.. 64G�21 3 148' { t� aa-+-y: *- J 'J�f• _5 111 6183 - -- - ea•a -a �.�� R EZ # 03 . 1457 �M� <7 6 77 6730 y . 640 640'2 fA 10� "2r9 l 640121 6�G 2 rT �� 6403 �' 1 •may � 2 148 3 186A $40.2 640 � * 51113 187 05 ` ; a . rl� 2i 1 • � Yy y � 64� � • 132 if � �S 64Gt3� 6 34 Governor's Hill 1064Ajib 6402 ♦�a (6403 6407A 11159 �1i8�! •640 2 2 ..2,�81 q 21 '. f / r 5itp 9 � 151140 107A � A,10 �1 64f 2 191A L641A b b4G�2 6 l•2 t+ . t 6 37 PINs. C147 / a� • 21851 • x-.219 1�77a 1 64021 �6�4G35 64 -A -86, 64 -A - 87 �� ' ' ` ��^ 640 2,1 • �"12s 65 A 2 r � . 64A 6 64012 i Qii 1��2 * i *4 18r 64A 10 2� 91A yy� {1751 4 �� 640'3 5 64 A 119 Rezoning Proffer Revision �41,;rr 1 B 64A•6 64A/6 64Ar•6A ; �64,G,�31 129 r 2 7 �+. 640 2� ♦ t 51133 64�A 4 20 2 11 41 7,11 a64G•Si •64G,�2,7 r 6�4.A�9�5 64A6 •1 {22 IY8 2 " � �6'4� 2 9 i � 1640 2♦ 1 5 64 f 2 64 10 1 O 64 A 100 64A A 13 bqq 6 y 640 ^2 ?1i49 • 64012 •li3 � r' ?f4 • .1 67� V 1 1 � 64 A 11'7 89A 7 � 64A A 12 t r♦. • r • 640 64A 1 ;64• 64G12� 21 � � •+ 64A,7. 1 �w 1�>. 52A _i 100A 64 A 9246�4 %� 1 2 �l%��3A• ` 1 55 • 100 64•A 64 10 5 � • ��12A 1 59 64 7 164'9 Z 64 10 4 64 10 2 64 A 89 •' �� •�' 64 A L29 64 10 3 64 A•li6 TTT 64.7364A • �.... 14`2�A 64A 85 ', °' 64 A 85 64'A•122 0 •� 64 A 64 A 89B 64 A 88 64 A 83A F24A 64 A 87 • 64 A 87 64 A res .. „r' ♦ -. 64 A 127 " -: �I 64 A 83A 64.A 12d • 3_: 123A _. •,,,..k;64 A 126 64 A 836 125.. ;� • 64 A 87A • X64 A 84 64!A 838 4 "§ 64 A 87A 64 A 86 64 A 132 64 gy130 64 A 13- 4�64'bY s36 A `� 3A 1 64 A,136 140' 6a A 138 64 A 64'AA�139� 8 A 51''64rAl1 ♦45 A 59A s 6 64 A 1 59 64 A 63 �` • • - _ 64 A 81 64 A i Yv - 64A62.64A66 "r 64A 64" 8 1 -� •• • 64A81B 1'56 64•A64 64 A'•6 14 'A 70 'f w p 64 A 52 LL 644A 501 64 A 81A 64A 72 45M 64 A 49 ` 64'A'74 • yr: _64 A`•47,� 64 A 82 .164 A 80L ; 4 A 45G 64 0G 7W4 5�1 64 A 40C�1� 6;'A 4�H 64 A 82 64 A80K • 64 a 64 A 64 A 79 40AA • 64 A 80F 4517 45P 64 A 80S 64 A i A 451 _ " \ Bo` • - • • 64 A 408 • • • 64 4 �5, 64 A SOH , AWMJJ�4 A 40K 64 A 80D - - Y.,1.64A80M •t� M2 (industrial, General District) 40jo MH1 (Mobile Home Community District) 40 MS (Medical Support District) arill .. • • . sago:.: ,►,��, , � •• . (Office R4 (Residential Planned Community District) R5 (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance District) Note: Frederick County Dept of REZ # 03 - 14 Planning & Development 107 N Kent St e Governor's Hill suite 202 PINS: Winchester, VA 22601 64- A- 86,64 -A -87 540 -665 -5651 Rezoning Proffer Revision Map Created: September 18, 2014 Staff: mruddy n ccn rn ') orn cem PROFFER STATEMENT REZONING; RZ,#t0-- 08 R4 and RA;ta R4 - PROPERTY 278.0 Acres +/, Tax Map & Parcels 64, -A 83, 83A, 84; 85;j,96,, and 87 e th (.._ 'Property") RECORD OUVNER: Careers Valley Deueloemenf; L -LC and Governors ;Hill LLC APPLICAN.T,:. 6 . Careers Valley ;Development, LLC and Governors 'Hill LLC =PROJECT NAME., Governors: Hill ORIGINAL 'D'ATE OF PROFFERS: _ 'March24, 2008 REYJSION'DATE: 'September, 2 2008- October .3`,1, 2008` •December, 8 2008 , January 9; 2009; May 1, 2013;; June 17, 20,j3' 23; ,., 2013; August 15' 20,13; September .6, 2013; September 26, 2013; September 1;8,,;,2 014 The uridersi ned owners hereby coffer that the use d development of the g Y P an subject proper, y '(" 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 al Rezoning" defined as that rezoning that. is in c"ffect 00 the .;day upon. which the Frederick County'Boa'rd 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., shah "not: coiitrbl or affect the meaning or, be taken as. an ,interpretation of any pro,vi`s.`ion of the proffers. The improvements ,. proffered herein shall be provided atj the {tune 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 ishalf include witfim, its meaning ,all future owners, assigns, ;and successors in interest.,." W1ien" used in` °these': proffers; the "Master Development • P -lan" shall refer to the plan entitled ' "Masten Development 'Plan.. ernors 'Hill'�I prepa<ed by Patton. Harris •Rust & Associates;, (.the. "MOP ") dated Marche 200'8. °revised January 9 2-009., _.. l i . L A_ ND . `USE'r• _ L-4, I The project shall 'be designed to establish, :interconnected, mixed; use I and rmand• ..Bays in genera, conformance With. the MOP; and "as is specifically l' . set; fortha in these Page I of!12' lid : II . ' la .proffers subJect to minor modifications as necessary , upon final �! engineering i but not lunited to intersection :alignments. ncluding 1;2 general conformance street landscaping; shall, be accomplished in All development. with the "Governors: Hill Design and Development Standards `, prepared by PHR &A attached 'hereto and incorporated: herein by reference 6fic "Design and Development Standards!'). 1.3 Residential uses. shall be prohibited. in'the area "identified as Land Bay 2 on the' -MDP., Furthermore, Land Bay 2 shall be, restricted to those uses permitted in the General Business, (B -2) zoning di'stiic' as specified in R = the Frederick County Code Article X, , §165- 82B( =1);; 1.4: Except as inodifi'ed, herein, areas of residential: development on the nformance shall h tlimited "to Land Bay 1. and shall be developed in Property-, co _ he regulations= of the- Residential Planned Community "R4 ") zoning district, including. permissible `housing' types set °forth in :the 'Frederick° County Code Article . V'TI, § 165 =6,7 through §,W-12, as, cross referenced "to :Article Vl, §1.65-5$; through §165 -66:, Unit types and,-lot layouts within residential. Land. Bays 'may comp "rise any of the: permitted;. unit types `in the: Design and De�eloprnent. as set forth Standards, arid authorized.,for the R4 'district-, and1hese Proffers. 1;-5- Residential. development on 'the� Property .,shall `not exceed 550: dwelling units, with a mix of housing types pe_rrpitted;ixr he R4 district. Mulfi family units,, as defined by the Design and Development Standards, .shalt .not exceed 5,0% of the, total number of dwelling units "developed 'in' the project. No residential structures shall. be closer than 2000 feet- frorn the i+ centerline of`the existing- Winchester Airport runway.. 1.6 Prior to: the 'Property, exceeding 1,285;000 square "feet of commercial building.' floor urea; the Applicant shall submit to the County :a: revised Trafc` 4mpaet .Analysis .(TIA) for the; Property. T -he total permitted 'commercial building floor area .may increase provided that the Applicant completes d`Tevised traffic impact analysis which, identifies' the impacts of trips, for commercial .development in excess of 4T5,815 Average Daily Trips (ADT) land mitigation, if necessary for ,said - "impacts 'i's provided by AI the Applicant, in a "form that is acceptable ao the °County 'arid VDO,T. 2. _ CONST'RUCTION.bF A UNIFlED DEVELOPMENT' 2 1 'The Property Ish It be; developed' as one single and unified ed development ' {' tin accordance "with- applicable :ordinances +and regulations, 'for the 'R4 j *zoning' ,district, the :MDP'. as approved by -the Board, and this, Proffer '' Statement. Page 2 of 12 3., ACCESS TO ARMORY PARCEL I� has designed' and constructed a two `lane public roadway, 3..:1 The A hcant t id'enthfied on he MDP as Pendleton .Dn�e; :from ,Arbor Court to the entrance:'of .fhe� Armory Site (T1VI :64 A 782).- At such time that Tazewell { Road 'is constructed As depicted on the 1VIDP , the Applicant shall extend P en dleton Drive t o connect with Tazewell Road. 4., PHAS1NGj OF RESIDENTIAL DEVELORMENT 4:;1 {{ Building permits for Land' Bay. I of the 'Property shall be .issued on the- following phasing scheduler Year f, 1 -1.2) 140 'builddng: permits Year 2 (Months: 13 ,24): 140: building permits Year 3 �(Nlonths - 25' -36): 140 build' ' ' Perri I., Year 4 (Months 37 -48); 110 'b'u'ildiing� permits The above i'identifi "ed. phasing, schedule is taken ` from the Date of Final ,. �Rezoning.`(DFR). Any building permits -riot issued within any given year, iay be carried..over, to the following year, however the Applicant shall not niake �application,f6r.more than 200,teWOitial 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 I and, ibo, 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 dev„ „elopmen"t... 'These: recreational” amenities shall serve to meet the requirement ,of '1 recreation unit per 30 dwellirigs,.' . These improvements shall be :completed prior t_ o 'the issuance of the 28 "lat residential building pemt 5. ARCHITECTURE, 'SIGNAGE, AND LANDSCAPING; -.5'.1 All' buildings on the 'Property shah be constructed : using; compatibfe ;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 ufufied development plan, in general. conformity with ,the Design; and Development- 'Standards. i I a Page 3 of'12 - •. 1. .. , - 5 2. All signage; 'within the Property shall be4.,in siYstarifial ,conformity° with a t comprehensive "sign plan. 'that ,meets the requirements of the 'Zoning - O`rdmance for signage, which shall' be submitted .in conjunction with ilie. 41 first final..site'or subdivision, lan for•the Property _ _ 6 'PEDES,T", TRAIL SYSTEM AND RECREATION AREAS- 6.1 The Applicant shall'; design and build ;a public, pedestrian= bicycle trail system. `to Virginia, Department' .of Transpor-ta,'tion "standards that links residential and- :commercial'• areas within the. development. Said trails "shall be,'in the locations, generally depicted on, the: NIDP. To the extent that such trails, are -- 'not : depicted, on the 1VIDP at the time; _of Final Rezoning; suc h trails, shall be vconnected with or linked to the internal street and sidewalk network.; Sidewalks' sha1L 'be 'constructed on ;public streets to. VDOT standards; and a minimum of four =foot sidewalks. shall, be constructed on _ ;p- •. streets. Al conibiried •pedestrianlbicycling trails shall be 1'0 feet; ri ate; "wide, and shall have an aspha'lf surface. .7 (FIRE & RES' E s 7 °l. The .Applicant ashalI contribute to f ib Board the• sum -.of $422_ per dwelling unit Ffor „f`re and' rescue purposes, payable' upon' the `issuance of a 'building: permit'for each d'welfing unit:, .7 .2 llowing° Final, .Rezoning, the Master POA to; be created in accordance her ewtth, shall contribute annually,,,'. on or •bcf6re',Juiy `ist of .each year, the sum of $:109 per constructed residential unit; -and' $.1:00 'per 4000. square feet of constructed commercial (not includiri any. land -in public use), to ° th& fire 'and, .rescue company - ,providing first. 'response: service to the - - P roperty.. =Such contribution shall_ be ;monitored and enforced :by • the master .POA, and the Board- may require: an' accounting' of.such payments at such times Rand .upon such conditions. 'as ';it:" may, determine °nec'essa Y. Said, monetary contributiorn shall, cease at` such. t me;,that the, fire•,and rescue company' `. providing first response i§erviOe `:is :no, . longer a volunteer operation, or` sli -ould, the County' adopt a' fee for-,service plan 'to provide fire: and rescu",e services r :7,8 SC '00B:! 8.4 The; Applicant ` hal�l contribute to; the Board the sum .of, '$1,714 per dw.ellin u it for educational u oses a "able upon "the :issuance;' of :a g" p?P' pY p bulding:permit, for each dwelling unit. Papa 4 of 12 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 Tor each dwelling unit. H. 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. 1,2. 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. 1`2.2 The Applicant shall 'establish a. Master Property Owners' Association (hereinafter "Master POA ") for Governors Hill, 'iii 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. 123 The residential portion of they development shall be'made subject to one or more Property Owners' Association(s) (hereinafter "Residential PDX ") that, - shall. bq responsible for the ownership,, maintenance and repair of the eomtriuiiity .center; walking trails in Land Bay 'L, swimming pools, all common,. areas, including any conservation areas that may be established, in accordance herewith not dedicated, to the County or others, and stormwater management, facilities not dedicated .to public use in Land 'Bay 1,, for each area subject to ,their. jurisdiction; and shall be provided such other responsibilities, duties, and powers as are customary . for such associations or as may. be required for such Residential POA herein. '12.4 In addition. to, such other duties and responsibilities as may be assigned; a Residential VOA :shall have title to and responsib'il'ity for. the'following 'in Land ,Bay 1: (i,) all common, open, space areas not otherwise: dedicated' to ` public -use, (ii) common. buffer areas located outside `of residential lots; (iii) private streets serving the residents who are members of such. Page 5 of 12 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 POA if platted within, residential or other lots, or otherwise granted to the Residential POA by appropriate instrument. 12''.5 The Resident al 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 man amount equal, 1to_ 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 pro perfy owned or leased by the United States, or Frederick County) shall be made, subject to one or more . Property Owners' Association(s) (hereinafter "Commercial POA "). Such Commercial POA(s) shall be responsible for, the, ownership,, maintenance and repair of all common areas in Land Bay 2, including. any conservation areas that may be established in accordance herewith. not dedicated to the County or others,, and stormwater management facilities (under common (open space) ownership) not dedicated to public use for' each area subject to their jurisdiction, and shall, be.provided such other responsibilities, duties, and. powers as are customary for such associations or as, may be required for such 'Commercial POA herein. 12.7 In addition .to such other .duties Nand responsibilities as may be assigned, a Commercial POA,, in Land Bay 2, shall ,have`title to. and responsibility for (i) all common open space areas not otherwise dedicated to public use, (ii) common buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, perimeter, or road.: buffer areas, all of which buffer areas shall be located within easements to be granted to the. Commercial POA If platted within commercial or other lots, or, parcels, or otherwise granted to the. Commercial POA by appropriate instrument. 13. WATER& 'SEWER: 13.1 'The, Applicant shall be responsible for connecting 'the Property "to public water and sewer. It shall further 'be responsible for constructing all facilities required, for such connection at the Property boundary. All water and sewer, infrastructure shall be constructed in accordance, with the requirements of the Frederick County Sanitation Authority., Page 6 of 12 W. ENVIRONMENT! u, 14.:1 Stormwater. management .and, Best Management Practices (BMPj for the Property shall be provided in accoi%dance with the 'Virginia Stormwater .. Manage"ment 'Regulations; First Ed. 1`999, Chapter 2, Table 2 -3. 14:2 The Applicant shall provide notice in all sales literature, i.n. 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. 1`5.; TRANSPORTATION: 15.1 The major roadways, to be constructed on the Property shall be constructed in the ' locations depicted on the MOP, with. reasonable adjustments permitted for.final ;engineering, 15.2 Excluding 300;0`00''square feet of office uses; which may be developed at any `tune 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 L. Phase' 1 improvements: shall consist of all necessary improvements; including signalization when warranted by VDOT, to create ,a four way intersection at the existing intersection of Inverlee Way and Millwood Pike as' shown on the MDP. Page'7 of 12 PHASE 2: Phase, .1 shall consist of construction of a two lane section of Coverstone Drive from Point B to Point;. C'as depicted. on the MOP. Said roadway 'improvements shall be completed prior to issuance of a 'certifica'te 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, pf Coverstone. Drive from ;Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a .certificate of occupancy for any use that would cause the. Property to exceed_ 800,000 square feet of commercial building area., PHASE '4: The Applicant shall design Coverstone Drive Extended as a four- lane section from Prince Frederick to Relocated Route 522 as depicted from Point. D to Point E or for a maximum distance of 800 feet when the alignment of Relocated 522 has been determined by VDOT, and the right ,of way for this segment of Coverstone ,Drive has been acquired by VDOT or Frederick County: In the event'that the alignment for relocated Route 522 has not been determined or if the `right of way for Coverstone Drive Extended is. not secured by. June 30, 2018 then the Applicant shall pay, to the County $20,000 for transportation improvements within the vicinity of the Property in lieu of designing said portion of Coverstone Drive. The Applicant shall further pay to the County Sf ,000 for each permitted . residential unit as a contribution towards, the future construction of Coverstone Drive, Extended; but if the. conditions above have not been met by June 30, 2018 then these funds may be'used for other projects 'in the vicinity of the Property that have a rational nexus to the Property. Such funds shall be' paid at the time of building permit issuance for each of the permitted residential units. 15.3 Notwithstanding any other _provisions of -these proffers, the Applicant shall construct Coverstone Drive as .a. fill' four- lane section, as; required in Proffer 15:2 from Millwood Pike to .Prince Frederick Drive prior to.- November 1, :2.025.. A median break and, eastbound left turn lane- shall be constructed at the existing 'Millwood Pike and Inverlee intersection- prior to November 1, 2015. Page '8 of 12 15:4 The Applicant shall design and construct Tazewell, Road as shown on the MOP 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 ' bc, 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 (00) days of the issuance of the ;first residential building permit `in,Land Bay 1.. 15.6 The Applicants shall pay, to the County the amount of $175,000 for signal'ization 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 1.5.2 into the State highway system. 15.7 Access ''to Millwood Pike shall bel limited to Coverstone Drive as., shown on the `MOP' with; the exception of the: private driveway currently serving TM 64 =A -838. 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 MOP. Additionally, the Applicant .shall close 'the existing crossover previously used for access to the; golf course concurrent with Phase ',1 improvements as provided' by Proffer 15_ -2. 15.8 All„ public. right,of -ways. shall be dedicated to Frederick County as part of the subdivision approval process, consistent with applicable Virginia law. 15-9 All ,public streets and roads .shall be designed _ in accordance with the Virginia Department of Transportation specifications,: subject to review and approval. by Frederick County and, VDOT. 15.,16 'All'. private streets and goads shall be constructed in accordance'. with the current Virginia Department of Transportation structural standards,* and as may, be ,modified by the County, and shall be owned and maintained by ,the Property Owners .Association served by such. streets or roads. Page 9 of 12 1.5.11 -.3 he design .of off, -site, road - improvements shall be in general conformance with tfie-plan entitled" "Governors Hill. Road Improvements" Sheets .1 =2; as prepared' by Patton. Harris Rust and Associates, dated- October 30, 2008., Excluding 300;000 square feet of office uses which may be developed at any time utilizing.- access to., the 'existing° completed portion of Coverstone . Drive, off-site improvements shall ,be constructed in three phases as depicted 'on "the aforementioned plans as follows: Phase A_ Phase A improvements shall - consist of improvements at the intersection of Millwood Pike %Inverlee Way /Coverstone Drive and: shall be completed coincident- with Phase 1 Coverstore Drive construction per Proffer 1'`5.2, ;Phase B Phase B improvements, shall' consist of irnprovenients at the ;intersections of Millwood. Yike/Prince Frederick Drive and Prince Frederick Drive /Costello Drive:; 'Phase B improvements shall be completed coincident with Phase 2 -Coverstone Drive construct orrper'Proffer '15.2. Phase-C: , Phase C improvements shall consist of improvements at the intersection of . Millwood. Pike /Sulphuf :Spring Road. Phase C improvernents,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 wayand, ;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 conmercial area threshold .that triggers the off- site,road. improvement as identified in - Proffer 15.11. 15.0 Any future transportation analyses which may be required for •the; Property, shall utilize Code .820 "Retail" per the T T.E Trip Generation Manual'7th Edition for, any commercial use ofher� han office-use. Page 10 of 12 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- the off -site, .road 'improvements as identified in .Proffer '15.11. i6. CULTURAL RESOURCES 131VESTIGATION 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 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 ui 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 51/o per year; non-com, pounded. 18. SEPTEMBER 11, 2014 PROFFER REVISION 18.1. The revisions dated September 1813 2014 applies only to the properties owned by JGR Three L.L.C. and. do not; impact other properties identified under, the Governors Hill ;Proffer Statement., These .modifications include the increase from 200,000 to 300,000 square feet of office floor space which may be -devel'oped utilizing; access from the completed portion .'of. Coverstone Drive. This increase in floor -space is located in Sections 15.2 and 15.1 -1 of this document:. SIGNATURES APPEAR ON THE FOLLOWING PAGES Page 11 of 12 PROFFER STATEIVIENT'' REZONING: RZ - #:10 -08 a R4 nd RA "to.:R4: PROPERTY: 27:8:0 Acres +/ Tax Map &- Parcels: 64 A,;833, -83A,, 84 85;'86, and,$7 (the "Property ") 'RECORD "OWNER 'Careers Valley Development; LLC -and Governors: Hill LLC .APPLICANT:. Capers' Valley Development; LLC and Governors Hill LLC PROJECT NAME. Governors,Hill ORIGINAL DATE OF' PROFFERS: M4rcb24, 20.08 ",:VISION DATEi September m2, 2008; October 31 2008; December. 8, 2008;. January 9, =2009; May` ,1,. 201'3,; June `17, 2OI3; July 23,. l 2013; August 15, 2013, September 6, `2013; September 26; 2013; September 1;8. 2014 The undersigned' ` owners hereby proffer. 'that the use and development- of the, subject property' ( "Property ");, :as described above, shall, 'be in conformance with the following :conditions, ,which ;shall supersede All-'Other. proffers; `that ruay, have'been made, Prior hereto., In the event ;that the above referenced .rezoning; is °not granted, as applied ,for ` by .the Applicant, ( "Appl'. cant "),' these proffers shall be deemed withdrawn and'shall' .be.nufl, and void. Further these , roffers are contin ent u on final rezonm of the. Property with p g P g ':Final Rezoning "' defined as that rezoning that is xn effect on 'the day upon which. the Frederick 'County Board Fof County Supervisors (the "Board ") grants the "rezoning,: The headings of,'the proffers set, forth below, have be' n_sprepared for convenience or reference only and ;shall, not :control on .affecf the meaning `or be taken- 'as an. mt p retation of any provision of the proffers, The improvements proffered, herein shall be_ rovided at the time'of e e lopheht ofthat p oftion of-the Property. adjacent: to or i "ncluding.r the improvement or' other .proffered requirerrient, unless otherwise specified herein Th'e term "Applicant" ;as; referencec' t g in shall ihclude within its meaning all future owners„ assigns, and successors; in interest. When' used in these proffer "s the "Master Development .Plan shall, refer ',to the :plan enfitl'ed "Master, Development; :Plan, e ' Governors, Hill" prepared by Patton Farris Rust: & Associates, (the "MOP ") 'dated March 2008 _revised January 91 20,09:. 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 MOP.; and as, is .specifically set forth ,.in. these. Pa ge,l of 12; u• _ proffers subject to minor modifications as, necessary upon final a' .engineering ncludi i ng but not limited- to intersection alignments. 1. "2; All, development; including street landscaping, shall. be accomplished in general conformance with the "Governors Hill, Design and Development Standards' , prepared. by PHR &A attached hereto and ° incorporated herein by reference {the, Design and Development Standards "). 1.3 Residential uses shall be prohibited in the area identified as Land Bay 2 on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses permitted in the 'General Business (13-2) 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 l and shall be developed in conformance with the regulations of the Residential Planned Community ( "R4 ") zoring 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 §465 -66. Unit types and lot layouts within r_ esidential 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. 15. Residential 7development 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 500/6 ,of the total number of dwelling units developed in the project. No residential structures shall. be closer than 2000 .feet from the centerline .of the existing Winchester Airport runway.. 1.6 Prior to . the Property exceeding 1,285;000 square feet of commercial building floor area, the Applicant shall submit to "the' County a revised Traffic Impact Analysis (TIA) for the Property. The total permitted commercial, :building floor ,area ;may increase provided that the Applicant completes a revised. traffic impact analysis ;which identifies the impacts of trips for; commercial development in excess of 45,815 Average Daily Trips '(ADT) and mitigation, if nec essary 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 singf& and unified. development. in accordance with applicable ordinances and regulations: for the R4 zoning district, the MDP 'as approved by the' Board, and this Proffer " Statement: Page'2;of 12 3;, ACCESS TOARMORY PARCEL 3.1 The Applicant has designed .and constructed . a two ',lane public roadway; identified on .the MDP as Pendleton Drive; from Arbon 'Court to the entrance of the ,Armory Site '(TM 64 A =82) At such tithe that Tazewell .Road is constructed -as depicted on the .MI) ' then Applicant shall extend Pendleton; Drive Ito ;connect with Tazewell Road: „ R 4. :PHASING OF RESIDENTIAL DEVVLOPME °NT 4.1, Building; permits for .Land Bay I of the Property shall' be issued ion, they following phasing schedule:: Year 1.(Months 1 -12); 140 building permi'ts' Year 2 ,(Months 13 -24); 140 'building, permits Year -3 (Months 25 3`6): 140 buiki�ng, pennies, Year 4:,`(Months 3,748): 130 .buildi" "rig permits The above identified. ;phasing schedule is taken from the Date of Final. . _ .Rezoning (DER).. Any 'building permits not issued within any, given "year, may be• carried .,over, to the following year;. however -thc; Applicant _shall not make applicatonfor.more than 200 .;,residential;building.permits in any given, yearn 4;_2 Coinmercial..and erriployment•uses maybe constructed at any time. Improvements ;.including a .3,000 :square; -foot. community center, 3;5:00 o square; feet of'.neighbgrhood swimming pools; and a dog park shall be constructed iii. conjunction with residential development 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 ;ta the i`s`suance; of the 281st •residential building permit. 5.. ARGHITEGTURE SIGNAGE; ,AND LANDSCARINQ ` T 5': I: 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 jn ;general conforrriity, with,the.Design.aridDevelopment Standards. 5.2 All 'sig'nage, within the Property ,shall, be'in' substantial conformity with a- comprehensive sign for sig ageplwl which, shall be- submitted in cons of the "Zoning junction with the first final site or subdivision plan:for•the'Properfy. `PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS . b.l The' Applicant shall design and build '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 ,depieted.,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 1.0 feet wide, and slall' have an asphalt surface. -7. - FIRE & RESCUE 7.1 The Applicant shall..contribute to the Board' the sum of $422 per dwelling unit-16r fire and rescue purposes, payable' upon the issuance of a building permit for.each dwelling unit. 7.2 Following, Final Rezoning, the Master PQA to be created in accordance herewith, shall contribute annually, on or before July ist of each year, the sum of. $100. ,per constructed residential. °z.umt,' and $100 per "11000 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 shal be monitored and enforced by the master POA, and" the Board :may require an' accounting of such payments at such, iirnes and upon such- conditions as & 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- _a nd 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. r 'Page 4 of 12- . ,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. I'l. 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. T2. 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. resporisibi'lity 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`theMaster POA. t2.3 The residential portion of the development; shall be made subject to one or more 'Property Owners' Associations) (hereinafter ."Residential PQA ") that ,shalt 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 he established in accordance ,herewith not ,dedicated to the County or others,;. land storinwater.:management facilities not, dedicated. to public use in Land Bay 1, for each area . subject to their jurisdiction. and shah be. provided such other responsibilities, duties, and powers as are- customary for such associations. ot,as may be required for such Residential, POA herein. 124. In addition to such other duties and responsibilities as may be assigned, a: Residential PQA 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 loutsiW of residential :lots; (iii) private streets serving the residents who: are members of such Page 5 of`12 association (iv) common solid waste, disposal and recycling programs; including curbsi&' .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 PGA 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 PDX'), Such Commercial POA(s) shall be responsible -for, the ownership; maintenance and repair rof all common areas in Land Bay 2, including any conservation areas that may be. established .in accordance herewith not dedicated to the County or others, and: stormwater management facilities (under common (open space) ownership) not . dedicated to public use for each area subject to their jurisdiction; and, shall be provided `such other responsibilities; duties, and powers ;as are customary for such associations or as may be required for such Commercial POA herein. 12.7 In addition to _such other duties and responsibilities as may be assigned, a. Commercial, POA, in Land Bay 2, shall havefitle 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 C"o"mmercial . P.ON if platted within commercial or other lots;, or parcels, or otherwise granted to the Commercial POA by-appropriate instrument., 13; WATERt& SEWER: l'3.1 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 12 7 14. ENVIRONMENT: 14:1 Stormwater management and Best Management Practices (BMP) -for the Property shall be provided in accordance with the' Virginia Stormwater . �Managernent 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. 1,5. 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 200,0 9300,000 square feet of office, uses which may be developed •at any time utilizing' access to: the existing completed portion of Coverstone Drive;' the, Applicant shall design and. construct Coverstone Drive as a full' section with raised medians on a °minimum 90' right -of -way, utilizing the following phasing schedule PHASE -1: Phase I shall consist of the full four lane,-section. including, a ten -foot; trail from Millwood Pike to the . first intersection on Coverstone. Drive as depicted' on, the MOP from Point A to Pomt 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 building permit for any residential ,units, excluding model, homes, located in Land Bay, L 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. Pagel of 12 Page 8 of 12 PHASE 2:' Phase 2 shall consist . of construction of a two lane section of Goyer_stone Drive from ,Point ;B to Point C as depicted on the MOP: Said roadway improvements' shall 'be completed prior to issuance of a• certificate of occupancy for any use that would cause the Property to 'exceed 400,000 square feet of commercial building area. PHASE 3: Phase 3 shall consist of construction of "the remaining two lane section of Coverstone Drive from 'Point B to Point C as depicted on the MDP. Said roadway improvements shall be completed prior to issuance of a certificate of occupancy for any use that would. cause, the Property. 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 odor 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,, securedl 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 $4,000 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, 201.8 then these funds may be used for other projects .ifi,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. 153' Notwithsianding any other provisions of these proffers, the Applicant shall construct Coverstone; Drive :as. a full four- . lane section as required in Proffer 15.2 from Millwood Pike to Prince Frederick Drive prior . to November 1, 2025. A median break and eastbound left , turn `lane shall be constructed, at the existing. Millwood Pike and Inverlee intersection prior, to November 1, 2015. Page 8 of 12 ti 15.4 The Applicant shall design and 'construct Tazewell Road as shown on the MOP 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 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. 1-55 The .Applicants shall pay to the. County. the amount of $75;000 for signalization or ;other. ,road improvements of the intersection of Millwood Pike .(US Route 50)- and Victory Road (Route '728). Such funds shall be paid within sixty (60.) days of the issuance of the first residential building permit 'in Land Bay 1. 15.6 The Applicants shall' pay to the County, the amount of $175,000 for signalization or other road'. improvements. at 'the intersection of Costello Drive and Prince Frederick Drive. Such funds shall be paid within sixty (60) days ;of °receiving written request- from the County` and VDOT after acceptance of Phase. 2 Coverstone Drive ,Improvements per Proffer 15.2 into'the State highway system. 15.7 Access to Millwood Pike shall be limited to Coverstone. Drive as shown on; the MOP with the exception of the private driveway currently serving TM' 64 =A- 83'8. 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 MOP. 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 er 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 specificatio_ns;, subject to review and.approval byFrederick County and VDOT. 15.,10 All private, streets and roads shall be constructed in accordance with the `. current Virginia Department of Transportation ,structural, standards, and as may be modified -by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 of, 12 witlithe lan. "entitled "Governors..Hill Road I�be "�in,general conformance. 15:11 The design of off -site road ' improyements shall p _ mprovements" Sheets 1 -2, as prepared by Patton Harris Rust and Associiates,.ddted October 30, 2008. "Excluding 200;080300'.000 square.; 'feet of .1office 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 /Inverle_e' 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,132. 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, 'notable to obtain the right of way and, "further, the County .an&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 a Wale'' `to the estimated. construction cost of those, road ,q 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. identiiied in.Proffer 15.11. 1°5.,13 Any future transportation analyses which may be: ';required for the Property, shall utilize - Code 820 "Retail" per the "I. -YE. Trip Generation. Manuaf7th.Edition for any_commercial use other than office use. Page 10 of 12, 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 VDQT. The ,monetary contribution -shall coincide with the commercial area threshold, that triggers the off-site road improvements as identified 'in' ,Proffer 15.11. 16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION :The Applicant° shall conduct or cause: to be conducted a Phase ;I Archaeological Investigation of the Property, prior 'to the approval, of the first, final :site or subdivision plan for the Property; and shall complete Phase H and III investigations thereof as may be demonstrated to be .necessary by the Phase I study. 1.7. 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 fort- h 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 CPl -U: to the date the contributions, are paid, subject to a cap of 5 % per year,. non- compounded. 18. SEPTEMBER 11,1014 PROFFER REVISION SIGNATURES APPEAR ON THE FOLLOWING, PAGES Page 11 of 1`2 JGR Three L.L.C. .By: JPG Three L.L.C..Managing Member Richard Dick,'Manager .STATE OF VIRGINIA, AT :LARGE FREDERICK COUNTY, To -wits The foregoing instrument was acknowledged'before:me this day of , 2014, by My commission expires ,Notary Public Page 12 of 12 = REZONING APPLICATION FORM FREDERICK COUNTY,' VIRGINIA To be completed by Planning Staff; 00 Fee Amount Paid.. $_ 0(�� .. Zbning Amendment- :Number �'�' y. Date Received c ft I' PC Hearin Date !,:�?� Iwl. BOS Hearing Date; 1. g 'The following information shall be provided by the applicant All parcel identification numbers, deed book and page numbers may be obtained from the Office of the Commissioner of Revenue, Real Estate. Division, 107 North Kent Street, Winchester. 1. Applicant: Name: William H. Gordon Associates c/o.Mark Dyck Telephone:' (304)725 -8456 Address,- 302'North.:Mildred Street Charles Town, WV 25414 2. Property Owner. (if different; than. above): Name: JGR Three LLC Telephoner Address: 1407 Gordon Place Winchester, VA 22601 3. Contact person if other than above: Name: Mark;: Dyck Telephone: (3.04.)725 -8456 4. Property Information: 64 -A -86 and 64 -A -87' a. Property Identification Number(s): - (I nstrbmeht # 1:40000018 Page 0177) `b" Total acreage to,be rezoned: N/A C.- Total acreage of the-parcel(s) to be rezoned.(if the entirety of the parcels) is not. being. rezoned): N/A d:. .Current.zoningdesignation(s) and acreages) in each designation: R4 (Residential Planned Community) District e. Proposed zoning designation(s) and acreage(s)'in each designation: NA T. Magisterial District(s): Shawnee 12 5. Checklist. ,'Check the.following ;items that have been ineluded.wi'th' this application. Locatiorr map ❑ Agency Comments n Plat Fees — — Deed to. property _ � Impact'Analysis Statement Verification of taxes paid _ _ Proffer Statement _ X _ Plat depicting exact meets:and bounds for the proposed zoning district Digital copies (pdf "s)_of all submitted documents, maps" and exhibits . X -Oj The, .Code of Vir.Eir ia. allows as io request•full disclosure of ownership in relation to -rezoning applications. Please list below all owners .or parties in interest of the land to be rezoned: JGR Three L.L.C. (64 -A -86, 64 -A -87) 7. Adjoining;Yroperty: PARCEL.ID_NUMBER USE ZONING. See Attached 8. Locations. The- property, is located at (give exact location based on nearest road and. distance from nearest 'intersection, using road names and route numbers): Approximately one mile east of Interstate 81. on the south side of, Millwood Pike (Route 50 East)-, across from Sulphur Springs Road (Route 655); and the Ravens subdivision. 13 ,ADJOINING PROPER Y OWNERS �� 2 - '. �wa�i:�n�auxv:"'ivat` s6vhu`aa C mhivmwfCwsswrsi�wiivva`v`v� OWners of,property adjotning'the land will be notified oftheiP l'anning'C_ mO, ission;andthe Board of Supervisors meetings ;For the purpose of "this application; •adjoming property'is any property, abutting the requested prop side or rear or any property directly across a public : . righ "t- of-way., fa private right o - -,way, or a watercourse; from the requested property. The' °appl cant:is required to obtain the'following inforrnation•.on.each adjoining.propprty including '-they parcel identification ;number `which may=be obtained from ;the .office of ,the Carnn issioner of Revenue. 'The ,Commissaoner. ofithe,..,Revenue is located oa the 2nd floorfof the, Frederick C-' .anty ,A'drrrinistrative.Build ng, 1 „07,North Kent'Street Name and 'Property.Identifieatioti N..hm —her Address: Name . Frederick Gounty Virginia ” 10,7 North Kent;Stree-t Winchester, VA22601 -5039 ry. Property, #' ` 64- A'` -87,A Name Prince Frederick.,Group� LC> " - c/o 'James,L McilvainOdr•' 6231 Leesburq f ike, Suite 600 Falls, Church V�A - 22044; =2100 Property,# 64-A BO Name. Frededcktowne ,Group ,LC• c/o° Richard .G D. ic k 1;3Q South Cameron Street Winchesters, VA22601,-4,733, Property,# 64 A -89 Name: Sempelp''s Helen J Trustee° 107 Roszel;'Road Winchester; VA 22601 :383;1 9 Pro perty # 640 -A -12< Naive Kakms John , Christopher Brooks ` e /°,John G Kaknis 656.N. Hayfield Road WinchesterNA,22603 -3428 Property.# 640 -.7 1 :1 „, 640 7 -.1 -2 .Name Rattly Douglas,Allen! 100 Stanley Drive Winchester;, VA 22602=7334 P >r ,petty,,# 64A-7' :1 3, :640 7-1 =4 Naive Cook:Judy Belle c /o, Rodgers' Judy B 178 Grandview- Lane, Clear ,Brook, VA 22624, =1437 Property,# .640 7 1 =5 640 =7 1 6 .64A- 7.,- ;1i -7, 640- 7 -1 -$. Name ; Spence Andrea L 1427 'Millwood Pike 1inchester VA 22602 Property # ;' 64AJ,, = , 640 7 =1. -14 ; Name Lambei36eor e G 9 1411 Millwood Pike Winchester;, VA.22602- 4,3=19 Property' #,640 7 =1 10A,;640= 7"1.- 110,:640- 7- 1 -12A 15 i y 1 . .p Name sand Property Idekf&ationApm'ber Address Name Loy. David W 1441 Millwood Pike "Winch, ester; VA.'2 602- 431'9 Property # 64A 7_ -1 15 . Name Ravewing.Homeownes.Assocatiorr c /o,AllenB '.,Warren, /Ch adWashin,gtom 99.90 'Fairfax Boulevatd ;,Suite 200 Fairfax, 0'2203o_ 1720; h Property # 64. 42 -1,-6. 2i4 _ = Name Fisher Lloyd Est_c /o Mary E Washington 813 North, 1.8th Str,.eet Harrisburg, PA 17103 1508 Property# 64 A.41"6 Name Trustees ofthe,Jarnes Peyton.Dariington'T,rusti " c/o Fred A '"Drunagpl 'P.O. ;Box. 3610 Warrenton, VA 201.88 P ope.rty# ;64-AA 22 Name, $hen andoah'Valley ,.ElectncCooperatiive' P.O' : Box.236 MtCrawford, VA 22841 =0236 Property # 64`A 7 124k Name "Per rY En 9, eering Co., Inc 1945 ;Millwood Pike; . Winchester, -VA 2260-2',4561 Pioperty., # . 64 A=123, MA 1'23A, 64 -A 124' Name Kerman K611y Renee',. 906 Hunting Ridge Road Winchester; `VA 22603 -2938. Property # 64 -A -132 Name Long Raymond &lo-d Tanya C 718 Chelsea Dt ue Winchester, VA 22601 -6379 A =133, 64-A_4`34 Name Winchester Industrial Park, LLG . 1936,Millwood Pike Winchester; VA 22602 = 4558 Property; #° 64-A-81, 64 =A ,8l A, 64 A-,8:1:8' Name R G R LLC` P -O: Box °2600 Winchester, VA 22604s18Q0 Property# 64- A =80L. Name Main of WnchesterrLLC 1936'.Mi11wood= Pike . Winchester,. VA 22602- 4558. Property #< 64 A =:80K. - Name] Blue Ridge Industries P.O. Box 1847 Winchester, VA 22604= 83"-4,7 Property °# . 64- 869, Name+ Campfie_I,d LLC 112 East P ccadilly Street. Winchester,, VA 22601. -5005, Property# 64 =A =80J Name Rederi& County Virgin a` 10T North` Kent,Street" Winchester 'VA 2260.1-,5.09 Property# , 64 A82 16 ' -4- • • r _ u. Name and Pro , eil `Identificafion Number :Address Name Winchester Regional . 491Airport,Road Vllinche -'s VA_22602= 451!7 T _ ,Property`:. #,, 64 A` =79 64.7A 88' ,.. Name Dick Ric,',ard "G' & Diek'Donria'C 1'600• MillWod Pike,, Winchester;- VA 22602,437T' P,`roperty # 64 A`836 alter H,';Aikens- limited Partnershi Name. W p� LLF' - P:O. Box 24681 Winchester, 22604 _ inc ester, `VA '1;668 . 641' Property # 0 -3 Name, Governor's.Hill LLC 8401 Greensboro brave, :Suite�.A50 McLean V' inia _22102 =5126' Property # 64- A- 83.64- A -83A: Nafne Hockman Investments. LLC, - 112,'Easf P.,iccadilly Street; Winchester,; VA 22601 -5005 Property #' 64 A„ 84,& 64 A -85. Name Property <#' v. <Naine . _ • . .. Property ^# E I NaUbp ,Name PrOperty#, - Property`# Nariie 9'. The fohowmg information should beprovded according to tfie type; of rezoning; Numbeuof Units Provos ed Single Familyhomes: Townhome 1V4ulti. =Family: Non- Residential "Lots -; Mobile Home` Hotel`Rooms: Squarefootage of` Proposed Uses Offi ce: Service Station :' Retail:: =_ Manufacturing: Restaurant;. Warehouse:- 4Commercial' Other: ;. 10 ,Signature;,. I (we), the undersigned, do herebyrespectfully make application, and petition the: Frederick County, Board; of Supervisors to amend the {zoning the zoning, ordinance: and to!change -. map .. of Frederick County; Virginia I ;(we) aifthori FjeOeri, k County ofl 'vials to enter the P e rty for site ins ton ro ec, u t oses. T(we) understand that °the,.sign issued when this- applcation'i`s submitted must" be,placedAat th6. front property`line at least seen days prior`to:the Planning Commission pubhc'hearing andathe Board4,of Super sors;public <`hear rig and•mamfamed so as to"be visible froin'tlie road w right 'of way until the he _ I ,we hereb - certi that this a . hcaton and --its accompanying?:materi'als are true and Y PP.. accurate :to the bestof my (our)-knowledge, Applicant(§) Owner(s): Date: Date: 4 Date: Date: Special -Lm ited Power 'of Attorney County of Frederick, "Virginia 'F; r`e.-Aeri ek, Planning Website' WwWx6lred`erick.vA" Department';of'Planning. Development, County'o'f, Frederick; Virginia 1.07 North Kent Street;' Winchester,, Virginia 22601 Phone' :(540)'665 -5651 Faes mile ($46).6-65-63,95 Kriow.All Men' ByThese,Presents: That:I (We)' _ (Name); JGR.Threq L L C.: (Phone)'_ (Ad'dress) 140,7 Gordon- Place,-Winchester, VA;22601 the, owrie "r(s) ,of,all those. -tracts or •parcels of land ( "P,ropert'' conveyed to me: (us),. `by deed recorded iri the Cl'erk's Office, of the Circuit'Court;ofthe County ofFrederick, Virginia, by Instrument No: - 14000001& bon "1 P age 01'77 and igAe- scribed as Parcel -M &,87 Lot:, Block:. &ction Subdivision` do, hereby make; constitute, and appoint; (Name) . William H Gordon Associates (Phone) (304),725 -$4:56 (Address). 301. North °Mil'dred Street; "Char',Ies� Town,. WV' 2541;4 To ;act as my true and lawful attorney ;iii fact' `for and `in m - ,our name lace; and stead with full over and authont , j (we) would have ,if °acting, personally to :file` .planni4g; apphcafi "oris :for my '(our) above described Property;, including: X Rezoning. (including proffers) Coiiditiot►al Use Permit Master Development Plan (Preliminary an. d`Final) Subdivision. Site Plat► Variance: or: pp eal My attorney m fact shall haves thei authoriity to offer proffered conditions 'and ao make 'amendments to: previously approve d-. proffered coriditions.except•as follows; This authorization shall expire one year from the day it s,aigned, or until it, is otherwise e "scmde ortriodified: M11 In witness, there ' (we) ha�e:here'ta set my..(our),hand and seal'this _i 4 -,day of 4j 20A, S "ignature(s) State of Virgin City/Caunty -,of o C�1.¢ To wit; I, f ► 5 1 ' ` IQ Lt� a Notary Public in and for the? jurisdCt" iq;b8s;'•,� cc i that, the ,`versoft(s) , who signed to °the foregoing instrument p rsonally- ap eared b riieNO owled° the sa e be, e me in ,Junsdiction.aforesaid,this (q "a. 0 20y a • Ct(;: • +L �" C ; '138 o SF 1. 1NIy Commission,Expires; 7 jl :. v,_ _ Notary Public . o e 3� REZONING APPLICATION #037174. GOVERNORS HIL--,L-:(JG'R,'Thrie.e L.L.C.) OV E Staff "Rep, ort,for the,,Plannin g,,. Commission , Prepared Sep' t eim 46 r, 1 8j 2013. all ,Staff Michael_ T.' Ruddy; AICP, Deputy Director itGI 1 738 Reviewed Actions' , Phaiai4g Com, - missioM Pending Qq_� Ing, Bo Supervisors I 6/09/A4 Pending. 5 13. "This ision.rolates�specificallyto PROPOSAL 'isc proffers associated With Rezoning ,ypv, PROR 7TOrey _p the Transportation section of the proffers P ' p ie&.0, ytop&Nowned h .MR Three l'LC WIi hin the,,Q,'ov-'e-"mors, Hil (64-A 8h-and 644-,87). _ LOCATION.: The PrQP.,bf-I.t'iie-s°'-ar-e'lo.cali.6d.happroximat-elly1.6ne'm-.i,.Ie east- of Interstate 8lo-n-the south. side : ofthe Mil Od, 'P ike'( kbuto,5OEast),Actoss'from ,SilphLtSprh gs RoAd,(Route655 and'The,'Raverfs subdivision: W I EXECUTIVE SUMMARY & 'STAFF` CONCLUSION FOR' THE IWO A4.. PLANNING COIVIIVIISSION;MEETING Th The, applicant is §Oekifig�,4p.proVdl; of'a,ffi,ii-iot proffer teYlision, The ,Osed,profferrevision:sDeci�icafly chan es th e- amount, of office space that Trt4y, be dev6loped on.th'" g i izin access •to the existing. Q,oft'iletedttiofi'oh.,,Of,Co,vetstbne DrT- ve. The current aT Op bf Ts._2,00,,000 .sqqqref0etoTof fce; DO s improvement. space. The 4p js seekihgjo 'increase this,,to 3,000, � 9 ar&fe _p icanV �Aof office space; The ,improvement I d,,by'-4his'fi"-- /Nnchmarkjstliedes , design and,coiRstr4ptionof - Phase 1, of gme, e from in Route 5 0, M i I I w 0 o d Pike, Iht 6 t h ep - T Q p" e- t, t P0 ift f, A to Point B as dcpic.ted oft, the MOP. NO the above, triggers. ensure ihe,"tiffiffiate, �e'xdension and comnletion. of twithstafidilng, igger& remain Cov,erstOhebfi'vie, generally iconsistent witkthe= bri ginal, proffer staldmenf.Pfoffef 15.2, and 1-5.11 are iie d pr oAf&-s..NeW proffer 18 �tate s Ahat � this; revision ap pI le S o n ly to thepropprie& owned by ihe: m 0 dt JQJR Three, L,,,I'G"('6*A-S6, and,-64-A-:97). and does hot,i-m- pact othe�r properties identified under the IjfII'P-ro'ffe "S atem ent-'W#Q5' _13), Govor�rs' r"' I- Prpvt'CLOsl' the .,,Governors ,' profkr.%staten ent was ch'ai'igedunder ,-t,,ezoliitig,.,R.Z r #Q5 13 1 to. remove iteffs,llhat hadokead `b��en dp�ltwjtbor were proposed to be .dealt 15ybtheff and c--h - d' y ange ihc4ate ceprovisio . nlor�ro-ad improvements from 201 5to, 2025 Q -pedorman Executed proffefs are ,'provided dloffg With ajedhiie version to make.-clear where changes, have been A recommendation - regardinz, this rezogihg application .1he Board of Supervisors would be PIdiiningC6mmisYibn'".. a' i' This, report. is prepared by the Frederick- County . Planning Staff to provide information to the Planning' Commission and the Board' of Supervisors to assist them in making a decision on this application. Il'`may also be useful to others interested in this zoning matter. Unresolved issues concerning this: applicgton are noted by staff where relevant ?throaghoutrthis:staff report: Reviewed Action Planning Commission: 10/01/14 Pending Board, of Supervisors: 10/08/14• Pending PROPOSAL-.'; To revise proffers•associated with Rezoning #05 =13. This revision relates specificallyto the Transportation section of the proffers and':applies only to parcels owned by JGR Three L.L.C. within the Governors Hi11 Project (64-A-86 and 64- A - -87). LO.CATION: The properties are located approximately.one mile:east of Interstate 81 on the south side of ;Millwood Pike (Route 50, ,East), across from Sulphur Springs' Road (Route 655); and The Ravens subdivision. u. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID "NUMBERS 64-A �86 64 -A -87 PROPERTY ZONING; R4 (Residential Planned Community) District PRESENT USE:. UridevelopedNacant ADJOINING PROPERTY`ZONING & PRESENT USE North:. RP (Residential, Performance) = Use: S'outh'-. RA (Rural Areas). Use:'. East: M1 (Light Industrial) Use:- .MH 1 (Mobile -Home Community) West: RA - (Rural Areas) `Use: B2 (Business General) Single Family Residential Regional Airport Industrial and Residential Regional Airport and Office - a Rezoning; #03 14 — <,,Governors. Hill 7. 8" ho f 8,10141 Page.3 y REVIEW EVALUATIONS; 'Planning :&& Zoning:, 1) SiteTHi'story E The original Frederick County zoning rnap'(US.G.S'. WinchesterQuadr" angle) identifies thesubject parcels as bein zoned R „I Residential Limited). The were re'-mapped, from R 1 to A72 g ( ) p (Agricultural ,General) piursuant to the County's comprehensive dowrizo- ing initiative (Zoning ` Amendment Petition #O 1 �- 80),,which,was adopted on October 8;,,1980,: The County's agricultural F. zoning.,districts were subsequently combined to form the RA (Rural Areas) District ",upon adoption of °an;amendrnent,O the Frederick County Zoning Ordinance on May :1 Q, 1.989. The corresponding i revision ofthe zon ,ng'magresu_lted in "these = mapping of the subject properties; and all other-A- 1 and i A '2 zoned land to'the RA District:, On October 1'21,,2'0,'0,5,,ihe Rgatdl,of,SuDervfsor s approved Rezoning #`I 1 -05 wfiich'rezored:parcels 64 A $2, 64 -A 83; `64- A= ;83A,,'64 -A -86, 64- A=87;, 64 A47A to;the,R4 District witth'.proffers. On January28', 2009,,R'ezoning #10.= 08,to. R4 with•proffers�waseapproved by the Board ofSupervisors; t The 7anuary 2 8, 2009 ;iipdated, transportation ;and.land use ,layouts., Most significant of the transportation changes `was the.severing of planned connection to Route` 50 at the "location of Sulphur Spr -ngs Road and the focusing of traffic flow to Route SO.at Inverlee Drive: On November 1,3, 2043,, Rezoning #05. =1;3 was;, approved by,'the Board of. Supervisors. This ,amendment to! the proffers removed i'tems�tliat had already - en.dealt- with,or were proposed to, be dealt ,with.by others and,changed'the date 'of perfoimance provision for road irnpr'ovements from 201'5 to 2025. 2) Comtirehensive P6licy: Plan The 2Q3.0. Comprehensive- -Plan is Frederick County's ,official public document that ,serves as the, community,;, guidefor making decisions regarding developments °preservation, public facilties:and, other key, components of..'community life: The primary goal of this plan' is -to protect and•'irnprove the living en i "ronment within Frederick County. It Jis in,essence a composition,of - licies used to n plan for the future physical development of Frederick County-. .Land Use A portion of the, site. 'is located within the Urban. Development Area (UDA); .,specifically: the. residential portions of the development is: within the UDA: Tlie. 2030 Comprehensive •Plan n - envisions the a rea,00rnprised.by'the subject °parcels as developing with business /office lanjuse. The existing and. ro osed R4 zoning is generalhy consistent wit h 'this plan as it:relates to this area. ' p -`p The subject parcels are, also located within the boundaries of the Airport, Support. Area that ;surrounds -the. Winchester'RegionaF Airport. `Business and industrial uses should be' the primary uses in the airport >support_area. s R6z6riin9; #.03 14 Governors Hill h` Sepfehiber 18, 20,14. ; rl PageA a 3 Proffer S "tAtement; g A. '-1 4. ii ... T, he proposed proffer recision specifically changes the amount =of office space that maybe, veloped.on . --the property utiliizingaccess tofthe.ekistirig completed portion,of Co:verstone`,Drive.'The, current;arh " `is 2QO,000; square feet of office space The applrcant is seeking °;to increase th'is:to'300,`0,0 "O& quaee feetof gffice space The'improvenlerit th'af is trig -gered 1?y this,f gure /henclimarksis the=design'and construction . of Phase f of Coversto_ne Drive from Route 50, Millwood,Pike;.into -,the' "property; Point A to Point l4 d9 R. depicted.on the ,MDP: Proffer:1.5.2' and`15 1'l are the`modifed.proffers..New pr offer '1 :8 states thatahis revision;:applies only to' r .; the'propertes owned'by °JGR Three L L C (64 -A -86 and.64 =A -8Z) and does not impact other"properties � identified:urider "the' Governors. Hill.., Proffer Statement, (:RZ #0:5 -13), STAFF °.CONCI:USIONS FOR THE•: 1. 0 /16 /`IJ PLANNING EOMMISSION MEETING:; The applicant is �seeking.,approual of a minor proffer revision The p�Op osedprtoffetrl eves n specifically 0 changes .the amount of office "space that;tmay be" developed: on prop y "u i tzmg access "to "the "existing completed portion- of -,,Covers The ciftnt moun, is 200,00.0,• squar_:e,feet'of office, space Theapplcant rs seeking to,increase this to;300,00:0 square feetof office space. The iniprou,'ement f that is triggered by this , igui•.e /benchfnar`k is the desig" ,and•construct on of Phase, 1 of Cover"stone Drive fro iii ,Rout "e 50, IYhllwood Pike, into "the property; Point °A -;to Point" =B, as depicted, on the "MDP. N'otwithstandin the" above, jri ers .remain to ensure the; ,ultimate . extension and completion of Coverstone Dng �� gg e, generally consistent with the;origiral proffer statement. t p p g �ith,a redlinen•version,to make clear,'wh "ere changes.have been j Executed. _ roffers are. rovided 'alori ,w l.made.. ,. _ • ° A recommendation+ regarding this rezonirtk application Ito the Board-of Supervisors would be; approtiriafe The applicantshoald °Gerprepared to: adequately -address''iall.coi eern`s�,raised,4111e i; Plann'inz Comm Iission. • it .. h' 3'353'37 2j42 2132 2)23 64A'IlLO41a'� •"�� f146 - r- �° 7 -Y 64A 3 A , V2.25 t ' +^'^ 64G 2 .,-.� 64GT2Y 175 3 133 64GFI, 154 � jib 81� 6 85 6 }74 '64A A10 644'1 pl y 64A 61 2 h7jt'2 109 64G2 C•"� �- 64 A 120 •pA 2 {121 3.15564G�3.5 3' 135 f 64G 3 64G 3 R E Z # 03 14 2 167 64rG�2 3 I48� aI45 Air' S�1 I1 6 83 6 77 �r 6�G;2 2p107 ►'�G 2 64G� 2 �] ♦ 64G�3 � 30 7A 10 1 64G)2 +^ `187 O, �y 2r105Lr `21'18 3 1864 64G 2 64G 2 • 51113 66 803 64G 3 an n r 644. ' .q�32 Ij� � ♦•� • 64A�10 60�j10 6'G'2 •ADZ_ 1� �64G'3 64G,3 64G 3 6 6 34 Governor's Hill 14159 +1181 64G22 281 1511'40 511119 1074 64G3 / 1,91q A,I05 ,+1� 64G 2 644'5 64G'2 PINS: r,a; A� _( X219 1�77� ,;R 6'1 6�4G35 6542 �• 1'1 66 - 64Q�2 64GG I;I2 ♦ x'125 64 -A- 86,64 -A -87 r i. ,;, •, } 'A 64A IO 64G 2 2 6 11�75� ,tit t �4 64 A 119 IA 4 IB+ 2 64G'3 5 Rezoning Proffer Revision `4171 IB 24� +6 64A�664�A'4GZ •Si133♦ 1,9� r 644 4 20 2111 r64G 2 �"/•� 64 95' ♦ �71 2 4 8 2• ��T► � - 64 Z y , •T4G�2 1 5 6'46 2 64 701 • 64 A 100 , �4•A. 93 644 A 13 64A 6 6EG�2 -Ii49D 64G 2�h3 Nq -64 A 64rAr89A ♦ � 644 A 12 64N2 • M`% 64G IOOA '� 64 +A'91��64A►6 }4G'2 64G12� 2 1 O 64 A 92 76�4.4' 90 6 2A 7 ��4�41 63AT 11 5 �s 524 64 A 91X• /644 7i/��`7 - • x008 18 6:A 7�1«T 64 105 • . 412 ` 64 7 1.- 64,72 64 10 4 64 I O 2 64 A 89 t"1� 64 A 129 64 10 3 64 A 1 1 6 64 7 3 64.4 O 1 12 2A 64k - •» r' 64 A 85 • 64'4 122 y y •• 64 A 89B 64 A 244 �`64�A88 64�� _ � 64 A 834` - O 64 A 87 64 A 123 64 A 834 X64 A 124 •64 A I27 O 64 A 84 64 A 64 A 64 A 6� 64 A 83B 1234 125 64A87A �' •64484 644838 64 A 874 64A 132 64 A 130 6 64 A 134 64 1Y v3 g A 3 64'4 136 6440 64 A 138 64 A 8 A'51 _ y 64 A 139 ._.. 64A 145 A 59A - .64 A 83 64 4 63 64 A 59 644 63' �- • • ' 64 A 81 64 A ` ;' '� 64462. 64�A 66 544 L� 64468 64A8!8 156, -, 64 64 A.67 'P6 A 70 - •o4'A 51 64 A 71 _ y 641A 50 64 4`72 64 A 8!A R 64 A 49 64.4 74 ` 5M �64 4'47 64 A 45G 64 64 A 82;, 64 A 80: A 451 64 A 40C 6 �,H 64 A 82' 64 A 80K 64 A 64 4 64 A 79 4517 J(i4 - .R + 64 A • 64 A 80F • SOQ y 64 A 805 64 A A 4 64A 408 4 b'�. 64 A 80H jo 64 A 40K - ,��,��,� 64 A 83D c. 64 A 80M 64 9' , • E 93. District) M2 (industrial, General District) MH1 (Mobile Home Community MS (Medical Support District) • (Office District) R4 (Residential Planned Community District) R5 (Residential Recreational Community District) RA (Rural Area District) RP (Residential Performance Note: Frederick County Dept of RE:Z # 03 - 14 Planning & Development 107 Governor's Hill Suit N Kent St Suite 202 PINS: Winchester, VA 22601 64 - A - 86, 64 - A - 87 540 - 665 - 5651 Re�'oning Proffer Revision Map Created: September 18, 2014 Staff: mruddy 0 550 1,100 2,200 Feet REZONING: PROPERTY: RECORD OWNER:- APPLICANT: PR'OJECT,NAME- ORIGINAL DATE OF PROFFERS: PROFFER STATEMO RZ. W I 0=08, R4' and RA ,278.0, Acres, Tax Map & Parcels 64-�. "Property") Carpers Valley Dev6lo LLC Carpers Valley Develo LLC Governors Hill 1Vlarch'24, 2008 X4 • 83A, 84, 85� 86, and 87 (the LLC and 'Governors Hill rent, LW and Governors Hill REVISIOMDATE: Septeinher 2, 2008;- October 31, 2008, December 8 2008; January 9, 2009.1 May 1 0 13, July, 23, y , 2013,1, Ju.n.e, 17, 2 2013 August 15,-, 2013 - September. 6 20:13; Sep_ tember, 26, 201'3;;Smte er 19, 2414, Thee, undersigned owners 'hereby. proffer !that ttle, use and Aevelopment, of subject property'.("PrqpVrty"); ' as ,described abo,v , e, shall be, in conformance with the fiollowing conditions, which shall supersede :all -other ripffers that, -may have been ,,made. per ., . [I:,- - prior hefeto. , In"the -event- thai,'the d4ove referenced . . . . feienced*rezonnigris not granted, as applied for by the Applicant ("Applicant" .)',4liese prbff6rs siall'be'deemed- withdraiAfn -and shall be null and •void. Fu"ft'her-, these proffer& are tonitingent,upbn final, td-zoriffig of the Property with '.'Findl:Re'zo,nln.g"-!.' defined, ,d-s :that 'rezoning , -that is in effect on the day upon, which the -Frederick County -!Board of'County Superyisbrs '(the. "Board") :grants the rezoning. 'llid"head'ings '6f the Pro 'ffefs get fior• below have 4bee-h. 'prepared for convenience or -reference, .only *.,and, cshall not 'control -or Affect then meaning or be taken as an interpretation of any provision of ,the - proffers. The 'impiovemenis poffered. herein :shall 'dev in be provided - at the 'time 'of*"" . eto�rriefit of the 'Property adjacent to or portion including the improvement. 'or other' proffered r6quirem-,ht- unless otherwise specified herein. The -.term-. "Applicant" as referenced herein, shall include within its meaning all future owners,, assigns'i, and successors in interest. When used in - these Oroff6rs, 'Ahe Master DeVelopment, Plan" shall refer to �thd, plan entitled "Master Development, Plan; Governors. Hill" prepared� by Patton, Harris Rust .& Associa es, 'the "NMP"" dated March 2009 revised January 9, 2609. L LAND USE 1.1 The - project shall be -designed, to establish interconnected mixed=use residential and commercial/employment Land Bays in general conf6rmance' With the MDP, and as is specifically. set forth in these Page, I of 12 • proffers subject to minor modif catio: engineering including but not limited, to 1.2 All °development, including street la general conformance with the Development Standards ", prepared incorporated herein, by reference, Standards "). Residential, uses shall be prohibited in 1 on the MDP.. Furthermore, Land Bay permitted in' the "General Business (B'- the Frederick County Code Article X, §; 1.4 Except as! modified herein, area of Property ,shall be, limited :to Land Ba conformance with thel regulations of the ( "R4 ") zoning` district; including permi the Frederick County Code .Article VI cross- referenced to Article' VI, §165=51 and 'lot layouts, within residential,. Land permitted unit types 'a,. set forth,;, ii Standards; and °authorized for the R4 dist 1.5 Residential 'development on the Proper ,units,, with a mix of-housing types pe 0. family units; as defined by the Design not exceed 50% of the total number project:. No residential structures shall center=line of the existing Winchester N 1.6 Prior to the 'Property exceeding 1;285 building floor area, the Applicant shall, Traffic Impact Analysis (TIA) for the .Commercial building floor area may incj completes ax vis'ed traffic impact anal} of trips for commercial development in Trips (ADTj and mitigation, dnecessar, the,Applicant in a .form. that is acceptable 2. CONSTRUCTION OF'A UNIFIED DEVELO '2.1 The •Property shall be developed as one ih `accordance with, appl icable. ordinanc zoning district, the -MDP as approved Statement. Page 2 of 12 • as necessary upon final rs'ection zal'ignments; ping, shall - be accomplished in ivernors Hill, Design. and PHR &A attached hereto and "Design and Development area `identified as Land Bay 2 shall be restricted to those uses zoning district as specified in 5- 82B(1). - esidential development on the 1 and shall be developed in Residential Planned Community sible housing types set ,forth in §16.5-67 'through '§ 165 -72; as through §16_5_66. Unit types Bays may comprise any of the 'the Design and Development ict, and`these'Proffers. shall not 'exceed 550 dwelling ;fitted _in the R4 district. Multi- id Development Standards, shall dwelling units developed in the closer than 2000 feet from the .x, Ort runway. 10 square feet of commercial bmit to the County 'a revised' Dperty.' The total permitted se provided. that the Applicant which identifies' the impacts ess of 45,815 Average Daily or said impacts, is provided by the 'County and V'DOT. ;ingle _and unified development s. and regulations for the; R4 iy the Board, and this .Proffer • 3. ACCESS TO ARMORY PARCEL 3.1 The-Applicant, has designed and constri identified on the MD as Pendleton ,:entrance of the Armory Site (TM 64 A Road is. constructed as depicted on the Pendleton.•Drive °to connect with Tazewell • icted a two lane public roadway, ,3rive, from Arbor Court to the 32). At such time that Tazewell MDP, the Applicant shall extend Road, . 4. PHASING OF RESIDENTIAL DEVELOPMENT 4.1 Building permits for Land Bay I of the Property shall be issued on the following; phasing schedule: Year l (Months 1 -'12): 140 buriding.,permits Year 2 (Months 13' -24): 140 buildinlg permits Year 3 (Months..25 3A): 140 building Year 4 (Months 37 -4.$): .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 y B e carried over, to the following year111 however the Applicant shall not make, application for more than 200,residential burlding;permits in any given year. N 4.2 Commercial and employment uses may be 4.3 _Improvements including a 3,000, s,quarir square feet of neighbo"rliood swimming constructed in-conjunction With resident: and the land therefor shall . be dedic improvements to the .Property Owners A shall be depicted, on final ,subdivisii development. These recreational air requirement of I recreation unit per 30, shall be completed prior to the ,issuance permit. at any time.. foot .community center, 3,500 fools, and a dog park shall be it .development in Land Bay 1 ited, upon completion of the sociation. The location thereof n plans for such residential ;pities shall serve to meet the wellings;. -These improvements of 'the 2811st residential building 5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:, 5.l All buildings, on the Property shall be"l 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 12 51 '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 Appli'carit ;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`'donnected with or linked io the internal .street and sidewalk' network: ''Sidewalks 'sha11 be constructed on public .streets to VDOT standards; and a minimum of four -foot sidewalks shall be constructed on private Ate_ ts..' All combined pedestrian/bicycling trails shall be 10 feet wide, and'shall have.an asphalt surface. 7. FIRE & RESCUE.' 7.1 The Applicant shall contribute to the Board 'the sum of $422 per dwelling unit for fire and rescue purposes, payable upon the issuance of a building permit for .each ,dwelling unit. 7.2 Following Final Rezoning, the Master POA to be created in accordance herewith shalt contribute':annually, on or- before July lst 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 condition's as it 'may determine necessary. Said monetary :contribution, shall cease at such time that' the fire and rescue company providing ' first response service is no longer a volunteer operation or should the County adopt a fee for service plan to provide, fire and rescue :services. 8. SCHOOLS: 8:1 The Applicant shall contribute to the Board the sum` of $1,714 per dwelling unit`for educational purposes, payable upon the issuance of a building permit for each dwelling unit. ' Page 4 of 12 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 fbf -each dwelling unit.. ,10: LIBRARIES,: 10.1 The Applicant. shall contribute to the Board the sum of $79 per dwelling .unit for library purposes, payable upon the issuance of a building permit 'for each dwelling unit. 11. ADMINISTRATION BUILDING: 11.1 The Applicant :shall, contribute to the Board the surn 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. CREATI,ON 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 .rnade 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 Lando Bay 1i 'swimming pools, all common areas, including any conservation areas that may be established in� accordance" herewith riot dedicated to the County or others, and stormwater management facilities riot 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' 4are, 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 ruse; (ii) common buffer areas located outside of residential lots; (iii) private streets serving the residents who are members of such Page 5 of 12 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 P.OA 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 Prederick" 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 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 'urisdictiori 'and shall be rovided such, other, responsibilities, duties and J p.. _ .p � , 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 P,;QA, in Land Bay 2, shall have title to and responsibility for (i) all common, open space areas not 'otherwise . dedicated to-public. use, (ii) common- -buffer areas located outside of commercial lots; (iii) responsibility for the perpetual maintenance of any street, "perimeter, or road" buffer areas., all :of which buffer areas ;shall be located within easements- 'to be granted to the Commercial 'POA if platted within commercial„ or, other lots, or parcels, or otherwise', ,granted to the Commercial POA by appropriate instrument. 13. WATER& SEWER: 13.1 The. Applicant shall be responsible for connecting the Property to public water and sewer.. It shall further be responsible for constructing all facilities required for such connection at the Property. boundary. All water and 'sewer infrastructure ' shall., be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 6 of 12 r, 14.. ENVIRONMENT: 14.4 Sformwater 'management and Best ;Management 'Practices (BMP) for the Property shall. be provided in accordance with the Virginia Stormwater Management Regulations, .First Ed. 1999, Chapier `2, Table 2 -3. 14:2' The Applicant shall 'provide notice in all sales literature, in covenants, conditioris 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. TRANSPORTATlON 15.1 The major roadways to be constructed on the Property shall be constructed. in the locations de'p'icted on "the MDR, with reasonable adjustments permitted for final engineering. 15,.2 Excluding '00;0 W30 66G, square feet of office uses which may `be developed at -any time utilizing access to 'the existing completed-portion of Coversione D"rive;. the. Applicant shall - design and construct Cove'rsione Drive as a full section with raised medians on 'a minimum 90' right -of= .way;. utilizing ` the' following :phasng: schedule: ' PHASE 1: Phase 1' shall consist of the full :four 'lane section including a ten -foot trail from Millwood 'P..ike to the first intersection on Coverstorie 'Drive as depicted on 'the MDP from Point A to Eoint 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 l omes, located m Land Bay l. `Phase,1' _improvements 'shall consist of all necessary 'improvements; including signalization when wa" w ted by VDOT, to create a four way 'intersection at the existing` intersection of Inverlee Way and Millwood. Pike as shown on the MDP. Page 7 of 12 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 MDR. 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 commerciat'building area. PHASE I 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 MDR. 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 .Dri've Extended as a four - lane section from Prince 'Frederick `t'o Relocated Route 522' as depicted from Point D to Point; E or for a maximum distance of 1800 feei. when the : alignmen_t of Relocated 522 'has "been determined'by VDOT, and the' right of way for this segment of Coverstone Drive. has. been acquired 'by DOT 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 Driye Extended: is not secured, by June 305: 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 $1;000 for each permitted residential unit. as . a contribution towards the future construction.. ,of, Coverstone Drive Extended, but if the conditions above have not been met by June 30, 2018 then ihese',funds maybe used for other, projects :in the vicinity of the, Property that have a rational :nexus to 'the Property. Such funds shall: be paid 'at the time of'building permit issuance .for each of 'the permitted residential units. . 15;.3 Notwithstanding any other provisions of these proffers; . the . Applicant "shall construct. Coverstone Drive as a Mull . four- lane . section as required in Proffer 15.2 from Millwood. Pike to Prince Frederick Drive prior to'November f,.-2025* A median break and eastbound left turn lane shall, be constructed at the existing Millwood -Pike and Inverlee intersection prior to November 1, 2015.. Page 8 of-'12 15.4 The, Applicant shall design and construct Tazewell. Road as shown on the MDP as a rriinimum two lane. roadway, within a variable width iright of way with, a _maximurn right of. way width "of 60" to provide access to residential uses within. Land Bay 1, and other commercial areas of Land Bay .2._ S aid `60' right of way width 'shall. be, required for Tazewell Road between Coverstone Drive and Pendleton ;Drive., The right of way ;and road; width shall decrease for the remaining portions of Tazewell Road. Said roadway shall be .constructed in, phases as needed for future subdivision plans. Furthermore, no certificate. of occupancy for any residential - dwelling that is served by) Tazewell Road, excluding model homes,, shall be issued until, such time that access 'to Land. Bay, 1 from Millwood Pike is provided via Coverstone Drive and Tazewell Road. 1$.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, L -and Bay L. 15.6 The Applicants shall pay to, the County Ithe amount. of. $ 175,000 for signalization or other road improvements at the intersection of Costello Drive and'Prince Frederick Drive: $ucli funds. shall" be paid within sixty (60) days of receiying, 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 ?hall be limited' to Coverstone Drive as shown on the MOP with the exception of the private driveway currently serving TM 64,A-93b. 'The Applicant shall close- said `driveway once access is provided to TM 64;.A -8313 yia..the internal, residential street .network as depicted" on the;MDP. Additionally,, the Applicant. shall close the existing crossover previously used for access to <the' golf..course concurrent with Phase 1, improvements as provided by Proffer 15:2.. 15-.8 All public right -of- -ways shall, be dedicated to Frederick County as part of the subdivision approval process, consistent, with. applicable Virginia law. 15.9 All; 'public. streets and roads shall be designed in, accordance with the Vir inia, Depar'tmei f of Transportation specifications; . subjecf to revi ..- g ew and approval by-Frederick County and VDOT ;1;5.,10 All., private: streets and roads ,shall be constructed: in accordance with the. current Virginia Department 'of Transportation structural standards, and as may be`modi'fred by the County, and shall be owned and maintained by the Property Owners Association served by such streets or roads. Page 9 of 12 1'S 11 Th „e design, of off- site -road° improuements'shaltbe m', general.conformance with the plan.entitled "Governors Hill Road Improuernents” Sheets ,l -2,, as prepared by Patton Harris Rust and Associates, ,dated ;October M. 2008: Excluding 289;A89300 000' square feet 'of office uses which may be developed at,anytime utilizing access f6.1 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 .hall: consisf of improvements at the: ;. Inter "section of Millwood Pike/lnverlee Way / Coverstone 'Drive and: - 'Shall be; completed coincident ' with -Phase 1 Coverstone Drive constructiori per.Proffer`1,- .2,. 6 Phase B': Phase B improvements shall 1consist; of improvements'; at the mtersec6ons of Millwood .P. ke/Prinee. Frederick Drive, and " Prince ,Frederick !Drive /Costello` Drive': Phase B improvements shall bee completed coincident w..'ith Phase 2 'Coverstorie Drive construction per Proffer- 1' -5t2. ;Phase C Phase V improvements. shall .'consisf' of improvements` at "the: _ inter"section of IVl ulphur Spring Road... Phase C Imp rove men- ts shall be completed coi ncidb&with Phase 3 CoverstorieDrive construction pern Proffer 15:2:, '1:5 °.12. The.Applic ant :; shall make good faith. efforts to 6btam.:any off -_site right of way needed, to complete any ,proffered off -site' transportation improve rents;: An, the event that the Applicant .`is, not able °to obtain, the right ;of way arid; further,, the_ County and`7or state• of Virginia do not obtain 'the, necessary right of way ;. ",in lieu, ,of constructing the road improvement,, the Applicant sfiall provide a monetary contribution 'to -Frederick County that A s equivalent` to the estunated construction cost of those road ,improvements -that could `not' be implemented: The;:',construction cost estimate; shall'_bei subiect to review 'and approval by VDOT , The monetary contribution °shall coincide with the. commercial area Threshold that triggers the off= site,road improvement as ident�fed;in Pr6ffer`15.11. 15.:13 Any future transportation analyses which ;may, be irequired for the Pro e shall utilize Code 820 "Retail" per the:' I T E. "Trip .Generation p rty, , IVTanual` 7th' °Edifion for any commercial use „`other Phan office use.•' Page 10 of' 11,2 i 15,..14 In! the, event any proffered ofl :site: ,road' improvements are constructed by others,; the Applicant shall provide: a "monetary contribution .to, ,Frederick Count that is e ui "valent to the estimated construction costs of those: p'roffe'red road improvements not installed., by` then Applicant The' construction :cost estimate shall Abe subject to' review "and ,approval by VDOT.. The monetary contribution shall coincidewith the commercial area threshold that" triggers the off -site road' _improvements as' `identified in Proffer 15.1 L 1.6'., 'CULTURAL RESOURCES 'INVESTIGATION AND'PRESERVATION The Applicant' shall conduct nor cause to, 'be conducted, a..'Phase I .Archaeological Investigation of the' Property, prior to the approval of the first final site Or subdivision" plan for 'the .Property,, and. shall' complete: Phase 'H and, III myestigations° thereof as ,may be demonstrated to be, necessary 'by ° the Phase I study, ._ 17 ESCALATOR CLAUSE 1,7,1 =In,,tbe event any monetary" contributions;' "set; forth in the Proffer Statement 'are-'paid 'to the,. Frederick County Board County' Supevi "sots ( "Board" within 3& 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';Staierrent, which are -paid, to: the 'Board after ,3,0,' :months. following October "1.2, 200-5- be adjusted `in accordance with, the Urban Consumer Price Index', ( "CPI -U ") published by the United States De p artment of ,Labor„ such that; at the= time ,contributions are paid', °they 'shall be adjusted by ;the percentage cRange in the CPI U,. 1. from °that.. date 40 months after October, .',1`2, 2005 to` the most recently available .CPl. U to the date the ,contributions are: paid, subject to a cap of 5% per -car; 1noh compounded. 18. SEPTEMBER 18; 2014-PROFFER REVISION, r SIGNATURES APPEAR ON THE: FOLLOWING PAGES" Page "11 of 112 .PROFFER':STATEMENT REZONING:; RZ. #r10 -08.R4 and RA to R4 'PROPERTY: - 27 &:0 Acres +/- Taxi M'a & Parcels 64 -A -83, 83A, 84;x'85; 86; ,and 81 (the ,Property„ "RECORD OWNER: Carpers Valley 'Development, LLC and .Governors Hill LLC APPIACANT: Careers Valley p'evelo merit LLC and Governors Hill p LLC PROJECT NAME; Governors Hill OkIGINAL DATE 'OF ,PROFFERS_; March 24, 2Q08 REVISIONDATE: September 2,,2008- October 3.1,, 2008; :December 8, 2008;;; January. 9, `2009, 1Vlay :1 201`3;° June ` 1`Z, '201 °3, July 23,. 201,3'; August 15, 2013; September. 6, 2013; September 26„ 2,013; Septeniber,18, 201;4; The und(rsigned- owners hereby proffer that the use and development of the subject property ( "Property ",); as described `above; shall., :be; ;in corif6fthance with the following conditions,. which shall - supersede all other proffers that may have, been made by the AetohcanttheAevent that they above; referenced. _rezoning is not granted as, applied: for- . P ., . pp ( pp cant'); these proffers shall be deemed withdrawn aria shall be null and void. Further, these `proffers ;are: contingent upon final rezoning of ,the Property with "Final Rezoning" defined as flat' rezoning that is in effect on "the day upon• which the Frederick County. Bbard!':of County .Sb0efVisof§ (the; "Board ") :grants the rezoning. The: headings of 4he proffers set forth below have. been prepared. for convenience or reference only and §Ball ;not control or 'affect the meaning: or, be taken as an interpretation of any provision of the' *offers. The improvements' proffered 'herein shall . be; provided at 'the time of development of that portion 'of the, ,Piopefty adjacent to or including 'the 'improvement; or 'other proffered 3reduirement, 'unless: otherwi se' specified herein. The term "Apphcarit" as referenced' herein shall. include within its .meaning all' n. future.ow,.ners; assigns; ,an&,successors in interest. When used in ' 'these proffers, the. "Master. Development Plan "' shall ,refer to the plan entitled "Master ;Development. Plan, Go vernors,Hill," prepared by Patton Harris `Rust & Associates, (the "1Vl'DP ") dated March 2008, }revised January '9,, 200% I. ' LAND }USE' 1,1 The• project shall b'e: designed to establish interconnected mixed '-use residential' and commercial /employment band Bays in general: conformance with the .MDP, and as is specifically, _set: forth 'in these Page I of,12 proffers "subject' to minor modifications: :as. - necessary. `upon final engineering including but not limited to intersection al. gnmerits: ,L2' ,All development;, including street landscaping; shall be- accomplished in general conformance with, the "Governors H'ill,, Design, and 'Devel'opment, Standards prepared by P,1 &A attached hereto and incorporated' herein by reference, (the "Design and Development Standards"). 1,3 Resid- ential uses shall` be prohibited in,'.the. area identified as Land Bay 2 on the', _P.,,;Furthehnote, Land Bay 2 shall `be res-ricted� to those uses permitted in the General Business (B -2) zoning, dist'r-ict, as specified in the Frederick County "Code' Article X, § 165 820( 1'); 1.4 Except as modified: herein, areas of residential' development on the; Propert y shall ,be ,limited. to Land Bay 1 ands^ "shall, be developed in conformance with, the regulations of the: Residential.. Planned' Community _. ( "R4 ")' zomiig district; including permissible housing, aypes; set forth iri the Frederick County Code; Article Vll; § 465',-67 °through §165 -72;- as cross- referenced to Article! VI, § 1:65 -58, through §:1:65' -66. Unit types And lot; layouts within ;residential 'Land. Bays ;may comprise any .of the permitted. unit types ,as, set forth. 'in the Design and Development. Standards; 'and, authorized for - the `R4 district; 'and °these Proffers. 1.5 Residential .develo-'rrient on the Property' _shall not exceed 550 dwelling. units; with a mix of housing, types. permitted in the R4: district. Mblti, -: 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,;rc sfdential structures :shall be closer' than 2000 feet from, the, centerline of the, existing; Winchester Airport runway. . 1.16 Prior, to the _;Property exceeding 1,285;000 square feet of commercial ,building floor urea; the Applicant shall ;submit to the County a revised Trafc Impact. Analysis (T.IA)' for the Property. The total permitted :commercial building floor area may increase 'provided that the Applicant. q. completes a, revised traffic 'impact analysis, which identifies, the impacts of trips for ,commercial development, in excess: of 45;815 Average Daily Trips (AD T) and mitigation, 'if necessary °for said. impacts is,;provided by the ,pplicant I a :form, that is acceptable to the 'County and VD:OT. 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 zomng district;_ the MDP' as approved by the' Board, and 'thi's Proffer Statement. Page 2 of 12 0 3 ACCESS TO.- AR>1VIORY 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, thtrancef of, ' the, Armory Site (TM' 64-A-92)., At such time that Tazewell Road; is constructed „as depicted ;on the DP, the Applicant shall. extend Pendleton Drives to connect with Tazewell. Road. a 4.. 'PHASING OF RESIDENTIAL ?DEVELOPMENT 4:1 Building permits for; Land Bay l of the Property shah;be issued on the following° phasing” schedule - 'Year 1 (Months IA. 1e40 building.;perm is Year 2 (Months ',13 24) 1.40 buldmg' permit"§ Year 3 `(1Vlonihs 25 36): 140 buildin g, permit`s Year 4,(Ivlbnths,37 4'8):. 130 buildmgpermifs The above identified phasing schedule is, taken. on the Date of Final. Rezoging,,(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 2'00 residential building permits in any given, year; 4;2 Commercial and empioyinenVuses maybe= constructed at any time. 43 Improvements; including a 3,000 jsqivare, foot- community center, 3;5,00 square feet -of neighborhood' swimming pools; and -a •dog park shall be construcfed in,',conjunction with residential' development in Land Bay, 1 and, the land. therefor shall ,be dedicated: ;upon completion of they improvements -to "the, Property Owners Association. The location thereof shall - b�ei depicted: on" .final subdwision plans for such residential. development. These recreational.. amenities shall serve to meet the requirement_ of `I recreation,.unit:per 3 10 dwellings These improvements shall be coinpleted prior to the issuance of the; -281st residential 'building permit. 5: .ARCHITECTURE; S_IGNAGE, AND LANDSCAPING: 5.1 All buildings` on the, Property shall be constructed using compatible architecturaF tyles. 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. .Pagel of 12 5.2 All signa_ge within.:the-'Property shall be in substantial - conformity with a _ comprehensive :sign :plan that meets the .requirements of the Zoning, Ordinance for sgnage; which shall be sulimitted 'iri conjunction with the first',final site- or subdivision plan for theTProperty., 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 deyelopmerit. Said trails, shall be in the ,locations; generally, depicted on the MDP'. ToJ41 e extefttl that such trails are not depicted' on the MDP at the time, of dFinal Rezoning-, such trails shall be ,con iected with or .linked to the 'internal street and sidewalk network: Sidewalks- "shall 'be constructed on' public streets to VDOT siandards, and a.�minimum; of four -foot ,s 'dewaIks shall be constructed on private_ streets. All combined pedestrian%bicycl ng trails shall be, 1:0 feet, wide,.,and shall have an asphalt sur66e. 7. 'FIRE & RESCUE'::; 7.1 The Applicant hall' contribute: to the' B'oa'rd the? sum ' of $422 per dwelling unit for fire -and; rescue: puiposes; payable upon the i`ssu_ance of a building permit for each` dwelling 'unit. 7.2 Following, Final. Rezoning, the Master POA to be created in accordance . herewith hall,:coritribu'te annually -, on or before July Yst, of each year', the sum of $il'00 per constructed. residential, urirt, and $1.00 per 1"000 square feet of constructed commercial (not including any land in public use), to the fire arid, - rescue company, providing :first response service to the Property: Such contribution shall, be trionitored and enforced by the master POA, and the ,Board may require an accqunting of such payments at isuch `times arid, upon -such conditions as it :may determine necessary: Said monetary :contribution :shall cease at such.'time that'the fire and rescue company prov,'iding, 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. 81.11 SC COLS :: 8.1 The Applicarit'shall contribute to the Board.. the sum° of $1,744,per dwelling unit° for' educational- purposes,. payable, upon the :issuance; of a building ,permit for each ,dwelling unit. Page,4 of.-12 .9: PARKS; & OPEN °SPACE:' 91 The Applicant shall contribute to the Board they, sum of 043; per dwelling .unit for `recreational purposes, payable upon the issuance of a building permit for each, dwelling unit., 10. LIBRARIES: 10.1 The Applicant shah' contribute to the Board the ;sum of S79 per dwelling unit for library , purposses, payable upon the' 'issuance of a u ilding permit for each - dwelling unit. I L ADMINISTRATION 8ULL-OIN6, 1`-L.1' The Applicant shalt contribute to the, the "gum of $79 per dwelling° unit .upon: °issuance of a building permit for, each A Iling unit to be used' for construction of as general governmental administration building. 12. CREATION.. OF PROPERTY OWNERS' ASSOCIATION, 12-1, The Master ;Property :Owners Association to -be'. created in accordance he "rewith shall: be created contemporaneously with the first final site or subdivision plan submitted for the Property, 12:2 The Applicant, :shall establish a vaster ;Property Owners' Association (hereinafter. "Ma`ster- ROW) for .Governors Hill,. 'i'n its entirety,, that shall; Among other things; have ,responsibility for' a`s`suring ,compliance with design guidelines and standards, sign age 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 resid"e_ntial portion of the development' shall jriade subject to one or more that shall be espons responsible for the ownershiphermaintenan eeandn�eal POA "j pair of the cone - hity, center; -walking tr_"ail's in Land Bay. 1, swimming °pools, all common areas; 'including any -conservation 'areas, that .may' be established in accordance, herewitfi knot dedicated to the; County or others; and stormwater management facilities not dedicated to public use ,in ;Land, Bay 1, ifor each area subject to 'their jurisdiction, and °shall be provided.,such other responsibilities' ;duties; and, powers' as , are customary for such Aassociatioiis 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 PO.A' shall have, title "to and. responsibility for the - following 'in Land ,Bay 1 '(i)' all common open 'space areas not otherwi "se dedicated to; public u"se; (ii) common ',buffer areas located outside ;of residential. ;lots (iii) private streets serving the residents who are :members of such Page 5" of 12 association, (iv) common, solid waste disposal and recycling programs including curbside; pick -up of refuse by a 'private refuse collection -- com an and (y) responsibility for the ,perpetual maintenance. of any p y street; perimeter, or road, buffer .areas, all ;of which buffer areas shall be located within easements to 6e granted to. the Residential POA if platted' within lresid&nfial or other .lots, or otherwise 'granted to, the :Residential POA by,appropriate; instrument:: 12.5 The Resd enti'al POA +shall he so established that ;it possesses all necessary 6,:. powers 'to set and revise :fees and dues 'in sufficient :sums to perform the responsibilities; assigned, to it he reunder and under the Declaration to be: recorded ,creating such Association; In addition, :upon any conveyance of a residenfial unit .from the builder thereof to 'a home purchaser, there. shall be a fe .p e aid bythe home. purchaser to; the Residential POA in an amount, equal .to; three - imes the then- current; morithl'y resi_'dential dues applicable to the unit, so conveyed., 12.6 Any commercial potion of `the development (with the exception of an;y, property ;owned ,or ,leased by 'the' United States, o: Frederick County) shall . be, made subject -to• on:e4 or more Prop_ erty .;Owners' Association(s), (hereinafter, " Commerciah PDX'). Such Commercial 'POA(§), shall" be responsible, for° the ownership, rnairitenan'ce and ;repair of all common areas in ,Land, Bay .2; including any conservation -areas that may, be established, i..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 b;e assigned, a Commercial" POA, in Laid Bay Z, 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 tfie: Commercial POA �by appropriate instrument., 11 WATER&` SEWER: 13.1 The ApplicaritAall be responsibl& for connecting the, Property to public "water and sewer:. It shall further be ,responsible for constructing all fac'ihties required for such connection at the Prop_ erty boundary. All. water _ and 'sewer 'infrastructure shall be constructed . in accordance with the requirements of the Frederick County ;Sanitation Authority: Page 6 of 12 ENUI;RONMEN;T: 14, :1, Stormwater management and Best Management Practices (BMPj for the Property ,shall. be provided, 'in' acc`ordarice With the Virginia, Storrnwate "r Management Regulations, Eirst Ed. 999, Chapter'2, Table 2 =3. M.:2 The Applicant' 'shall_. provide notice in zl.I sales 'literature; in, covenants, conditions 'and, restrictions for any- -Property .Owners,' A "ssociatioris, of the adjacency of the9 .Winchester Regional. Anport; 'The Applicant shall' 'Provide inoise' attenua'ti'on treatment for all .residential units. 15`. TRANSPORTATION; 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, 1`5.Z Excluding 300;000 square 'feet of offce uses which may be •developed at. !any, time utilizing access to the existing; completed portion of" Coverstone Drive, .:th'e Applicant shall design and consirucf Coverstone Drive as a full section 'with raised -medians on a miniri um 90! 'right =of- -way, utilizing the following phasing schedule: PHASE 1:; Phase I shall consist of the7 fill 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 residenfial,- units, excluding model, homes, located yin 'Land Bay. 1. Phase: l improvements shall corisi'st` of all necessary "improvements;, `including signalizati'on when warranted. by VDOT, to create ,a ;four way, intersection at the,iexisfing intersection of:Inverlee Way. and Millwood Pike as shown on the MDP-. Page 7 of 12;, ) 0 # PHASE 2:.,, -, Phase i 2 shall consist -of construction. of 'a two lane a,ection of Coverstone Drive ftoml.Point B to. 'Point'C as depkted on the MDP. Said roadway improvements shall be completed prior to J§`sU-diide of'a, certificatie' of'occupancy for any, user that would .�cause the Property to exceed 400;000 square feet of commercial..buiiding. area. PHASE I "Phase ,3'shall consist of &ohstfuidtion, of the .remaining two lane section. of Coverstone. Drive from Point 'B to Point C as 'degicted on the MDP. Said roadwiy, improvements shall be , completed &Not to issuance of a c a certificate of occupancy c P, -Y fo �any , use tka�i- would cause thel Property to exceed 800,000 squarefeet:of commercial building area., PHASE 4� p 1" shall design Coverstorie Drive Extended as a four� 4ane;'i'gecti6n, from Prince :Frederick to; Relocated ,Route 522 as depicted, from Point D, :to Point int E,-orfor a maximum &tahce of 806 feet, when thei ali'gifindht of R616cated,: 522 has been �&tetmined by VDOT, and the right of way for this segment of Coverstone: Drive fias*, been acquired `by VDOT or Freiderick County. 'In the event, that the .alignment; for relocated Route r52-,2' ,gnffi A... _ - has ffbV beeh. determined, or 'if the ri'khi of Way for Coverstone Drive Extended is., not secured 'by June, 3.0 ", 20:1.8 then the Applicant- shall pay to the County 0;.00-0 for transportation improvements within ',the vicinity- of. -the. Prop_ erty in lieu -of designing said porf-Jorf of 'Goverstone ',Drive: The Applicant gliall 'further pay t W o the County $IjO for each permitted '7 residential unit as, a contribution towards the. future .,construction of Coverstone Drive! "Extended, but if the above 'have nor, heen met .by June '30, 2018 then these funds m'Y a be,.used.for other, projects: in. the vicinity of the ' Propefty that have a rational nexus to the Property. Such funds -shaft be_pAid at, thelime of building p issuance for each of , th&'pefffiftt6d tcsidenhal units.: 15.3. N&twithstanding any other proyi§iorls of these proffers, the Applicant shall construct Coverstone Drive as a ffill four= lane section as required in Proffer roffef 1,5_2 from Millwood, 'Pike]' ,to Prince Frederick D6ve prior to November J, '2025. A :median break and eastbound ''left turn lane shall, 'be, 'constructed at the existing, Millwood Pike and lilve-rTee intersection prior to November 1, 2015. Page;B Of 12 B 4 , The Applicant shall, design and *,constructlazewell ;Road: as ,shown on the 'MDP as a- min fiffUdi two lane: roadway within -a variable, right of - way with a, ,maximum right, of Way' Width of 60' -to provide access to residential. uses within Land Bay I and- other commercial areas; of Land -, :Bay I Said: -60' right of way width shall 'be required for, Tazewell, Road between COV.,eirstone� Drive, and 'Pehdf6t0ff,DfivO;, The right of way and road width. shall decrease for the re 1-44111n. g ppriio ns of Tazewell` Road.. Said roadway shall be constructed, in -phases as needed for future �sub&vl-sfoft_p ans � Furthermore; no ceftificdte of, occupancy for any res- ide.- nI tial.: d:w, el ling 'that 'is served byTazewell Road, e xqtqdihg model' homes, shall , be, until such time that access' to Land Bay -1 from Millwood 'Pike - is provided via Coverstonei Drive,, and Tazewell Road. 15.5 The Applicants -shall pay ;to the: County the amount 'of $75;000 for signal . i I z a tion or. other toad,,impfovemerits at the intersection, of - I Millwood Pike (US Route: E!) : V�cfi ry Road (Route '728). Such ffin& shall be Paid within sixty- (60) 'days of the, issuance, of the first residential building permit -'%inLand Bay '],. 15:.6 The Applicants .shall pay to the County t he! amount of $,175,069 fof signalikati6n or' othef, road improvements at the ' °intefgecfibft of Costell Drive ,and ,Prince. Frederick, Drive. 'Such: funds s11a11 be .paid within sixty (60) days of :receiving written request ftorn, the: County and VWT after acc,eptAnce of Phase 2 Coversione ,Drive Improvements per Proffer 15.2 into the''S'tate highway system; 15.7 Access to Millwood Pike shall be limited to Coverstone.Drive as shown ,on th& MDP VA the exception of t I he priVate driveway currently serving TM .64sA7-'83_B.,, The. Applicant shall close said ;driveway once; access . is provided to TM 64-A-83B via the :internal residential street, network as depict , ed I on. the MDP. Additionally, the Appli6ant shall close the, existing crosso ly used for� a:ccess, to the, g6if course concurrent; with YerI,PTeVIIQ,_s Phase, I q'np-rq- erifs as provided by Proffer 15,.2.. 15.8' All public -. righi7of4ays shall be; 'dedicated, lo Frederick- County as, part of the subdiyisioq,-'qpproval process, consistent with ,applicable Virginia law. f5.9 All &bUc- streets, and toads shall be designed in accordance with, the Vif D ment of' Transportation, specifications, subject tu review' Virginia ppart_ and. approval I by Firiederick Cbunty and V , D OT. 1,5.40 All :private streets and Toads shall' be constructed. in accordance with the. -current Virginia Department of Transportation structural, standards; and as ty, and shall be.owned'and' maintained "by 4he may ;be odified"bythe C'Ou fi Property Owners Association served by such streets, of roads.. Page'I of 12 1.5.11, T'h e design of off -site road `improvements shall be in,_general conformance . with the plan, entitled. "Governors Hill Road Improvements'-' Sheets 1 =2, as prepared: by Patton `H'arris Rust: and' Associates, dated October 30, 2008.; Excluding 300;000 square feet of 'offtce uses which may be developed at any time utilizing; access to. the 'existing completed portion d C-overstone. 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 i nproyen ents at the intersection of Millwood. PiWInverlee Way %Cbverstone Drive and. Aall, be completed ,coincident with Phase, .1 Coverstone� Dr vexonstruction per Proffer "15:2;, Phase R. Phase:.B improvements _shall °consist° of -improvements at the iinfersections bf `Millwood Pike/Prince Frederick Drive and Pr.'ince .Frederick Drive /Costeho` Dnve`: Pbas-ei B improvements sfiall' be completed coincident with' _Phase 2. Coverstone 'Drive construction per Proffer'l S.23. Phas&O: Phase C' 'improvements; shall consist= .df improvements at the intersection of Millwood` Nke /Sulphur-, Spring ;Road. Phase C improvements,sha_ll be completed coincidentw* b Phase 3 "CI,, overstone Drive ..:,constructionper "P,roffer 15 -:2: 1'5.12 The Applicant shall make good faith efforts to obtain any off -a_ite ;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 r'i`ght. of way, in lieu of constructing, the;;road improvement, `the Applicant stall provide `a monetary contribution to Frederick: County that is equivalent to: the estimated. 'construction cost of those road improvements that could not be 'irnpleniented. The construction. cost . estiinate?shall besubject to re view,end approval,by VDOT: The monetary contribution 'shall coincide; with the commerc'_ial area threshold. that triggers'tle off site road irriprovement as :id`entifed in. Proffer 15.11. 15.13 Any future transportation, analyses which may be required' for .the., :_ - Property;. shall .utilize Code 820 "Retail "' per the I.T.E. Trip ;Generation. Manual - 7th Ed' ti'on:for,any commercial use othef than Office use:, Page 10 of',12 1j5.14 In the event any proffered :off =site .road`_ `improvements are constructed by " others, `the Applicant (shall provide a monetary contribution '10 Frederick County that, :is: equivalent to the ,estimated construction .costs of those proffered toad., improvements° not installed by the Applicant. The construction � cost estimate shall, be subject to, ;review and approval, by UDOT. The monetary coirtr buf ori.'shall-coiricide°w.ith the .commercial area threshold "that triggers the, 'off -site road improvements as identified in Proffer I'5 -.1`I 16. CULTURAL RESOURCES INVESTIGATION A1VD PRESERVATION The Applicant shall conduct or cause, to Abe conducted. a Phase I Archaeolo,gicaI Investigation of the Property; prior to the approvaL;,of the! first final sitei or 1. subdivision, plan for the ,Property, ;and shall complete. Phase lI - and III investigations, thereof' as may be demonstrated, to be: necessary, by the Phase 1. study. 17,'.: ESCALATOR CLAUSE 17.1 In the event any moriet'ary contributions set forth in the' Proffer Statement are paid, to the Frederick County, 'Board County Supervisors ( "Board ") within 30° months- of October 12, 2'005, . a"s; applied for by the Applicant, said contributions shall be, n the amounts as,stated herein. Any monetary contr`ibut'ions: ,set forth in the ;Proffer Statement which are `paid to the Board Y after 3'0 months following October. -1-2,,- 200'5 shall' be adjusted' .in } accordance with,-the Urban Con'surner ;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 30i months "after' October f2,,12005 to, the most recently available CPI =U to the date the contributions are paid', subject to a cap of 5 % per year, non- compounded. 1,81. SEPTEMBER ] 8, 2'0,14 PROFFER R'EVISTON ,i8.1 The °recisions dated September 18`, 2014: apply ori_ly °to tax parcels 64: -A -86 and 64- A- 8T.and 'do `;not app'lly. to the other properties subject °to the Proffer Statement, dated September '26, 20'13. These modifications increase from; .200',000 to 3.00;000 the square fgotage of +office flo4f.. space, which may'he developed, on any or all of the properties subject to the Proffer Statement dated 'September 26, 2013, utilizing access from` the completed portion: of Coyerstone, Drive. This incr :ease in floor space, is' indica'ted,in.Sect'ions.l'5_.`2 and 1°5.11 of this, Proffer S'taie _' nt. _ SIGNATURES APPEAR ON THE FOLLOWING: PAGES Page 1'1 of 12: JGRI —e L ,C: - r By: ° JPG'Three _L.L.C, Mana&9l Member- hard Dicj , iV&' 'agef . STATE �O'F VIRGINIA, AT LARGE, i. 5 -wrt� C:- v The fare uig uistrum nt n,,, &q a "adiowledged befoe;me° lus �p/7aYofi+QJ 201`4', by v'c�1L- My co so ires Notary. Public. AR Is. ,Q '• pUBL' IG o '{ MY'COMMisSION Q' p: .. D(FIRE8 L a THISSUPPLEMENTTO REZONING AIPPLI.CXTION, made and, dated this 4Ltay of September, 201,41, by and between JOR THREE, 7,LLC, aVirkinia, limited liability company ,ELLEN, LLC, a Virginia limited liability company; L. -C —RLLC,. a Virginia tlimited.I'iabilityicoinpaiiy,:MDC:THRE-jK,; :LLC'�a Virginia liffifte -.d lia ility - �b company, SUSAN SANDERS. LL C. C. a Virginia, limited lialAitywmpany, LIBERTY HILL L.C., a Virginiajirnitbd'liAiliiy company, ;HOM A& A-R—IC TIMOTH1 J. .DICK and:MICHAEL E. DICK (the 110wners") tand.COUNTY OF"FREDEJOCK. �VIRGINIA:("Ftodi.6ri,ck.C6tin't-%,' REdTALSv A. The, Owners-ed vested with fee simple title to-those -certain parcels of land bein&mpre particulaflyAescrib'dd on Exhibit "A"-.attachedhoreto and incorporated herein by reference as if set Olkin full (thel"PtvP ertyll B. Th6.Own"er,s.'h6ve previously sub rnittedthatcertain.Rezo m Form; that certain revised Pr6ffeti8tAtementand'that, certain Special Limited Power of Attorney to the Frederick, Qounty,Qe pgrtment.cifManning &Development as part of a request to. modify and.�amthd'the ; Proffers 6reviously;a pproved f6rthe.Prqpe Tty (the Rezoning Applica -don"). -C. Through inadvertence, the Rezoning Application i'vas'not signed by' all of the 00.T.elts of the. Property. D. The Owners; intend lo'correct said omission, and hereby ratify , and approve the Rezoning Application.and all documents submitted in connection therewith. NOW, THEREFORE. WITTNESSETH- For'good-:and valuable . consideration, the receiotarid suffi6ency6fwfti&afe hereby acknowledgQd,tihe,pafti6s',her.eb.y agree- as follows: . - 1. RJecita k; . The, Recitals -A made a material part hereof And indbrpbralted herein by I reference as if set-ouvin ftill. 2-. Appro+,afqflftezonifig Application: The Owners hereby ratify, and:. Aj prdve the Rezoning Application, th6t-cei-tAin.ProtTet Staleriientbeariing a revision date ofSeptember IS, 2014, that certain Special Liffiiied'Power of Attorney dated Septernberl%,2,0114,&and all documents submitted Mcorinectibn,;th'erewith, and are bodnd'by'all such docurrients; as evidenced by their eX&uti6nbfthi & Supplement This Supplement To Raoning Application is made,odff of the'Reionin ',Ap !, ., c ai plidAi b n,." .that! ert- ri Proffer Statement bearing a.revision date,.4 Septer-hber 18 2014 lhavcertai'ty-SpeciAl Uffited Power .,Of Attorney dated.Se ternber' 9, 2014, , Atid'a1docurnerits--stiWitted i in connection therewith. WITNESS the,,f6� llbwin gsig'natures, and seals: J6R,*TH'REF,, LLC By Ao � (SEAL) Hlv 1_ _ G. RUSSELL, 111, Manager' ge STATE OF SOUTH CAROL & LAR QE, .CITY1jCOUNT)( OF 4L4:;S to -wit: ' The f6regditig'iri§trument'WECs-ackri6WIedged:befo.re. me-.on theme e day o of 2014, by John G. Russell, 111, who is Manager. of THREE, LLC,;A Virginia' Limited Liability, Company: 7 A- 2 01.7 Myyedftiinissio . n expires NOT PO MC' '� ELLEN, LLC OHN G. RUSSELL,,III; Manager STATE -OF SOUTH CAROLINA, AT'LARGE, CITY/COUNTY OF 3 n to -wit: The foregoing 'instrument was acknowledged before meson the Z4 day of 2014 by John G. Russell,,[ I who is Manager'of ELLEN; 'LLC; a' Virginia Limited Liability Company, C,!., :, ssion ExPhs..Vn , 2 .201,7 My commission expires . TARP PUBLI LCR. LLC (SEAL] LIN C RUSSELL, Nhnager STATE Or SOUTH CAROLINA, AT LARGE, CITYICOUNTY OF x i_/FDA-r- , to -wit: The fore oin instrument was acknowled ed before meson the ' day of 20`T4, b Lmda C.: Russell who, � -M . er of LC LLC; a Virginia Limited Liability Cotnpan'y. C- �^_ionixpirwV,,zy 221-2017 My. commission expires ` NOT' PUBLIC MDC THREE, LLC By; UN RUSSELL, III; Manager STATE.OP SOUTH CAROLINA, AT LARGE CITY /COUI\TTY OF jJlr'� , to =wit; The foregoing instrument was acknowledged before me on the 1-6 'day of . 2014, by John G. Russell; lll; who?is Manager of MDC THREE; LLC, ,a Virginia Limited Liability;Com.pany. My commission exp'i.res NO f1 Y PU IC SUSAN SANDERS, LLC; By. ;Lf ( SEAAL) fflfN G. RUS ELL, III, Manager STATE OF SOUTH CAROLINA, AT LARGE;. CITY /COUNTY OF to -wit: The,forego ng instrumentwas�acknbwledged before m`e on the,. . day of �a/a?ytl - ," 201':4, by John G: Russell, III,-who is- Manager of SUSAN' SANDERS, F LLC;:a;Virgnia Limited Liability Company, g,.. rh?il c}a7 iES ia; , ')1'7 My' comrriission.expires .. NOT Y PUBLIC' -L1 s • STATE OF VIRGINIA „AT -LARGE, The foregoing instrument _was °acknowledged before, ine on the : A q _.- day of 266, by Richard G. Dick; wifio iL Mariager of.LIBERTY HILL,-L.C., a, v Virgi is Limited Liability Company: My commission expires a'Ohg' nA .Z, NOTARY PUBLIC •'9 NOTARY PUBLIC * • NEG J i �LV cbmmlS510N O. %, ,� IL (SEAL) �'EA LT *H At orney -in FaDICK, by RICH' DICK, his �i fo STATE .OF VIRGINIA, •AT LL . RGE, CITYieeIiJid`nr OF 'The foregoing instniment was acknowledged`be,'fore°me en.the -' day of 20!14; by Richard G Dick, Attorney -in -Fact• for,Tliomas A. Dick. My conun_iss on expires J a01 P' ills 111 /1,,- �•��QQ`�N M NOTARYRUBL'IC y� , NOTARY .. PUBLIC. r. my COMMISSION Q Q � (SEAL) T1Nf0ThV J.,DICK, by RICHARD G..DICK, his Attorney -in;Fact 'STATE'OF VIRGINIA, AVLARG CIMC -46HIN 't' OF to -wit: Tile foreggipg instrument was�acknov►ledged before me on tlie, ay of 2014,-by Richard: G. Dick, Attorney -in -Fact for Timothy "J. Dick. y, commission expires 3 a1-C. f ? ()N M_. g. '�,, V. NOTA:RY PUBLIC NOTARY PUBLIC p! HEG #25815 .. _ X n h7YC�441tI�SICN C /I..��t,�J '',��i ,F. T; �• �`. �'�c MWHAEL E: DICK � IC A`RD .G DICK'. Y Attorney -in- Fact STATE OF" VIRGINIA. AT L GE; C'ITY7e6fitd`1'"1''OF to -wit: The foregoing,insirument was acknowledged b fore. me on the d�9 ay of .,.. _. ,2014, by, Richard G. Dick, Attorney in -Fact for °Michael E. Dick. My-commission expires NOTARY PUBLIC ``i. VOTAry F �c 4 EXIJIBIT"A PARCEL ONE: All of that certain lotor parcel- of land, together with all improvements thereon, and all rights, nghts,of way,.-and appurtenances rtenances thereunto PU befonging., containing 10.7:4389 acres; more or less, more pAfticiflarly d6sdribed.on tbat,ce,ttalh plat(tit'led I'l3puftdary Line, AdjuStrndnCBetx_v&,6m Governors, Hill, and Wiiichestbr.Regional Airport" dated March A 2006, revised August 31,2067,.draw • by Cory M.. Haynes, L.,5., attached to that- certain bwd,iDfB' dar Lane Adjustment oun dated. Sepicmber 21, 2007,,of.r&brd in the? Clerk's Offic-c - of the Circuit ircuit Court of by V.i 'ihia-as Insiivment No. 0700,16,61`7 ah&ihebTpoTatf_d.,herejn, Frederick,Countyi- rgi referende'as.if sddut,ih-full. Tax Map N' 64-A-86 PARCEL TWO: A111,6f tMt certain lot or parcel of land, to gethpr with all n-ftprqveni ts.thereon,and all rights „rights of way; an&.appurtenancesAhereunto bel,ongirigi,c6ntaining 14.7423 acres,Jnoreor less; more particularly described on that. certaimpla tftled,','Plai Showing Right of Way,Dedicaiioa & Dedication/Vacation of Various EAsernentson tbc,Pro, erty of-Carpem Vail ey Development,; L.L.C.” dated ? 15 May I1', 2007, revised November 28, 2007', drawn'by!Qpry'M'.Hayn ps, L S,., attached. to o-tfiatl- - in' Dedicati`on�for Street Purposes And.Vilcation of Easement � dated January� 4, 2008; of record in tbe,aforesaid Clerk's' Office as Instrument No. 08000.2019, and incorporated; orporated hierein, by reference as if set out in.-fall Tax, Map .No.,; 64-A-87 The foregoing Parcel One and Parcel Twb.arelhe same lands,ac-quired.by the Owners :by that certain TrUsted's,De IP eddatedDece ber.r30;2013,,ofrec6rdi'ii the Clerk's Office of the Circuit Court of Frederick County,'Virglnia AsInstrunlent No. 140000018- MLB - 1pmn/mb , 617breclospTeN.Carpen Valley Supplemeiii,to,R-eiOning Applicatioii 9/26/14, z c -o® j v J, i 11 I I II m W' 8 L, N W W O �W Q CD a a a i I8 f ^. I i s I a Jil um ell. � ' 5r f ¢ R F 3�E 6pjp E p 3 "si c�f cc:1�t1I ,x F Ex s 5'c 6_ Eg 2,_,: f' L L In -AM E sit a£ 1 Q ._ bv.� m W' 8 L, N W W O �W Q CD a a a i I8 f ^. I i s I a Jil um ell. � F 1� k �• i ' r 1 � 1 2 3 �1 � g � 'Id MT .t • b Fi;Y FG j� I aI a i / _ w •, �a� -,� ''� Z, .q elf . j 1 .' :_, .:. n � � "� •: � '�'�; :L s- 'r'� ��"'� -. ".�` ` Ali k • lI rt- �c�' .lam 3" -,�+ ney,•r � ♦ I- � I �'i:k �, �x K.` � Tf ♦`�•. \ .. 5 � .. p •110' y JL I L7 A y / . r l E - ,�1�� elf � • • � l J.9 {E, • F - j �p q ,Va<j C y Iv +' \ Q A e, , ' CD W CD i.'�: .�� `� ter, -=-' r► � � � '� r LU �MZ is t t t , es R J,Q Till," a 111 1_7 Z- E E W > Lu Tai MIN r� rz , irk d41 41 '1 21 ., . alit 13: 2.41 a All ;It, I if-it Via., J a Rig] fill.f! ' I I tj' 0� , lip j .17 it. 1 .1 N, .1 J-i1?jFjij 41"1 1�39 q 1.1,11 111,101 Mill I ji o M LLI Lu tY U2 `LLLL >. LL CE z kN ai p H 19 -1,11, , J i ir 'JAI Ifili, NII111,110. I T JH jav 11 -it tub, jil .1. jpR VNI Ill; M111% !uwalfl`� MINH V111 1111H11� H iij all sil MIN r� rz , irk d41 41 '1 21 ., . alit 13: 2.41 a All ;It, I if-it Via., J a Rig] fill.f! ' I I tj' 0� , lip j .17 it. 1 .1 N, .1 J-i1?jFjij 41"1 1�39 q 1.1,11 111,101 Mill I ji o M LLI Lu tY U2 `LLLL >. LL CE z kN ai p H '4* uss sm T mca ro<a. 1� ' 6t9 CWE tt �b C v4 :.2. Jraass.'a:a' Je, sstl 4 Is oy, c,a)eN•u a77.A. i j! A s� e A •I - r , 6 C 0 �g i � LJ / Z W W � QQo O O N OO O ,Zp_I. /• — li LJ� W D p' _J J'_m N J USw / _.� M •N I N N N I 4 1 O.O � J J 1+:-' p d = =� U if Agk •ty aC p 1 ¢,¢ ¢.¢, tr =•S S S YAK i�� 'J '0_0_0- a. LLJ cr al S;2'2 el- Ell cx� Cl. M=m,7&MWN ImAis Z 10 SiNfO1103 SiMMMA. m in T W SSOWWM, cx� Cl. "ZoNt AOpm CATION FORM FREDERICK COUNTY; VIRGINIA,, To'be comp_leted'by Planning Staff O Fee Amount Paid $' U0 Zoning Amendnienf Number.�3 .I y Date,Received, ?31. PC Hearing Date: I o, l 4 BOS Hearing'Date' The following information shall be provided by the applicant:! All parcel identification numbers, deed. book and page isurribersFinay'be obtained froin`the Office of the Commissioner ,of Revenue,. Real`Estafe,_Division,l`07 North Kent Street, Winchester. M 1 Applicants ' Name: William H. Gordon Associates _c %o..Mark b ck X Telephone: (304)725 -8456 Address: 302 North' Mildred Street Charles Town, VVV 2541;4. '2 -.. Property 'Owner;(Kdiffereilt,than above): Name JGR Three'LLC Telephoned Address... 146 Gordon Place Winchester, VA 2260:1 3. Contact person if other than above: Name: Mbrk'Dyck Telephone (304)725 =8456 A Property Information: 64 -A -86 'and''64 A =8T a Property Identification Number(s): Onstrurne"nt #'140000018 Page; ) 017 „7 b,. Total acreage. fa be rezoned.: _ N/A c;. Total acreage ofthe parcel(§) to be rezoned (if -the entirety °of the�pareel(s) is,not being d. Curtentzoning designation(s) andacreage(s) °jn each designation: R4 ,(Residential °Planned Community) District e. Pr6posed:zlinifi designation($); and acreages) in each designation:. NA, f MagsteriallDistrict(s): Shawnee 12 5: CheLo anon map Nye following items thatrhave b nCyluded with this application.; A Comments ;Plata _ Fees Deed to;property _ _ Impact AnalyssStatement _ Verification,of taxespaid _ Proffer Statement; _ X Plat-depicting txact-' meets,andlbounds.for the°propo "sed zoning district- s _ Digital' copies (pdf s) of all ubmitted documents, maps andexhibits X 6. The; Godcof Virginia, allows qus t9 request fu11 disclosure, of ownershjp. in relation'to rezoning applications: PleaseGist�Uelow allsowneis'or patties in?interest of .the land,to be;rezoneA JGR'Three L.L.C. '(§4;;A-86f 64-A -87) 7. Adjoining, Property: PARCEL ID NUMBER USE ZONING See Attached 841 1,60416nc The; property "is located at;; (`OV.d ;exact location based' `on, nearest road: and distance from nearest intersection, using:road, names �and.route numbers): ApproximatelyE one, mile east,of ,Interstate 81 on the soufh sid" ,bf Millwootl .Pike .(Route 50 East)', `across from Sulphur Springs, Road ;(Route. 6551; and the, Ravens subdivision 13 ADJOINING PROPERTY OWNERS Owners of „property adjoiriing the land will be n'bfih6d of the p Tanning Commission and the;Board of Superijisors meetings For the purpose of this apphcatlon, ail oinin e g p ro p rty is any property abutting thex nested property on.: the side or rear or any, ,property directly acrossr a public right -of -way, a private `right of =way j .or a. watercourse from the requested, property. The applicant is ,'required'to obtain thelfollowing information on each adjoining property inclixding the >parcel identification, number which may'tie obtam6d from, tfie office .of the 'Commissioner of Revenue The Commissioner of 1he'Revenue:' is located on,the 2nd floor. of the, Frederick County A'dmznistrative .wButlding, 1'071Vortli.Kent',Street. Name', and Property Identification Number ' Address' S hi Narne Frederick County V <irginia 107 Nort hKent' Street: Winchester i601 m5_69 = Propertya# 64 bA 87A Name. Prince, Frederick Group LC cloaJames,L Mctivaine:Jr 623:1 Leesburg Pike, Suite 600 Falls Church VA 22044 2100. .. _ Property # 64 -A-89B Namez Fredericktowne, Group- LC c/o Richard "G Dick 130'South�;Cameron Street VA 22601 - 4733, ,.. ,. . w }?roperty,:# 64=A 89 Name,. Sernpeles;Helen.J'`Trustee - 107Roszel -;Road Wm6fiester,.'VA- 22601 -3831 Ero # 64A <A 71 2' Pert, Name° Kaknis John, Hi& Christopher Brooks. c /o John GyKaknis '� - X656& Hayfield Roatl w Winchester, VA 22603'3428 _. ,Property, #. 64A =7 1- 1; "64A 7 -1 2 _ Name ,Hartly'Douglas,Allen I00rStanley Drive Winchester, VA 226027334 pro Pert 3 # 64A7-1 -,3.,64AT,7A 4• , Name Cook Judy. Belle _ _.. Property # 64A 7 -1 5 64A -7 7 6 ;64A Z 1 -7 '64A -7 1 -8 c/o Rodgers. Jutly; 6` ;. 178 Grandview Lane Clear Brool( 2 VA,2264 1,4 37 ._ 26 :.. Name Spence-AndreaFL 1427 Millwood, Pike Winchester, VA 22602 "Property °# 64A-,7 .1 -13; 64A 7 -1 x,14 Name. 'LarritierVGeorge ,G . 1411:Millwood Pike Winchester,, VA 22602 - 4319; PertY !- Pro #i64A -7 -1 10A; 64A 7-1 11A, :64A 7' 1, 12A 16 Name and Property Iden_taficaionHumber° - Address Name Lopl)avid"W 1441'Millwood Pike Winchester, .VA U6024319' , Property'# 64A=7 1.15 Name'. 'Ravevv�ng Homeowners Association HA, - c/o Allen B.. Warren / Chad'Washington 9990 ,Fairfax Boulevard ,Suite 200 Fairfax VAL22030- 1'720; Property# :64G 2- 1 -52Q. Fisher L Name , 9oyd Est c/o Mary E WasMngton 8131N 14 1' .8th Street: Harrisburg, PA 1,7103-1508; Piopert. #--64-A-116 'Name Trustees of the,James Peyton Darlmgto ' Trust cJ& Fred A "Drunagel,- � Warrenton, "VAt20188:1 Property # Z4-A- 122, Name ;Shenandoah Valley Electric, Cooperative p O: Box 236 Mt Crawford; VA 22,841 -0236; - 64 A .Property :# -124A Pey,Engineenng Co. In' Name 1945,'Millw06d Pike Wmcheste�; VA,22602 =4561 P- roperty -# 64 -A 123 $4 A 123A 64 --A 124 Nye; Kerman Kelly Renee: " _ 906,Hunting, Ridge :Road Winchester, VA 22603 -2938 Property; #, -A' -1'32 Name Long Raymond .`& Long Tanya; C 718 Chelsea Dive 1Nmcheste�; VA 226016379 Property # -A- 1;33','64 A 134• Name Winchester Industrial iPbrk LLC, 1936Mil1wood Pike . • Winchesfer VA 22602-4558: property ,#, 64'A -8 1, 64 =A 801 A 64 bA=8�1 B Name R G R LLC PD. Box 2600, . Winchester, VA- 22604 -1800 kPr'operty ` n o Uncestr`LLName _ .. 1936Millwood Pike 1Ninchester_,; VA 22602-4558, ,Proper y# 64-A =80K, IJame Blue Ridge Industries° P.O., Box 1847 'Winchester, VA:22604 -834,7 r 64 A 80Q Property ,.a ame ` Campfield LLC 112. East Piccadilly Street Winchester -,' ,A,22601 -5005 Perty Pro ,# Nariie. Frederick County Virginia 107 North Kent Street Winchester,:VA 22604= 5039; Property# 64 -A,82 16 Na ne''land +ed Orty'Identefcat ode Number. _Address Name: '.Winchester Regional Ol Airpdrf Road Winchester;'VA 226024517 Pro e t # 64,A4& s Name Dick Richard G ' &, Dick Donra":C • 1,600 Miliwgod Pike- Winchester, VA�22602 -4377 Pro P� rt X ;# 64 -A =83B Name- Walter'H Aikens Limited, Paitnership LLF P:,0.; Box 2468: Winchester, VA22604- 1'668 ' Property; #. 64- 1.0 -3 ; Name Governor's HillIL"C - 840:1 Greensboro Drive, Suite 450 McLean,' Virginia 22102 -5126 Property# 64 -A 783, 64 A 83A.• Name Hockman IN tment`s; LLC 1122 East Piccaijilly Street -Winchester;. VA -22604 -5005 Pioperty # 64 -A B4 &.64 A, 85' Name Property'!# N4 me .-Property # Name. Property °�Narrie ' Pioperty. #_ _ Name, Property# Name Property , #. ,Name Pioperty Name Property; #' °Name, P,ioperty:'# 9; Tt a following information should :tie provided:according to tfi type-.of rezoning proposed: Number ofUnits`Pronosed; Sm— leXamily homes: Townhome IVlulti;= Family: Non- Residential Lots: Mobile Home:, Hoiel.Rooms: ;Square Footage of Proposed Uses Office: Service Station: :Retail', IVlanufacturm9 _ - Restaurant, 'Warehouse-: Coninzercial. Other t'0;;S griaturk I,(we),.the undersigned, do hereby respectfully make application and petition theTrederick, County Board ofSupervisors to: amend the zoning, orditiance,and to,change! the zoning map of Frederick County, 'Virginia. l; (we)° authorize Frederick, County officials to enter the Property, for site inspectionipuiposes, a '(we),undersiand tliat °the-§ gn: ssued when this application=i& ubm fted must be placed at the front property line at least seven days prior ;to the;Planniig:Commission public hearing andthe Board of Supervisors public hearing and maintained sous to be visible from.the road right of-vay until the hearing, 1 (we, hereby, certify that,'Ihis application, and° its iaccbMpahyifig materials, are true and accurate to the best of my'(our).knowledge. APPlieant(S) /L Zi - pate: �,�//�{ Date: Owrier(s) Dater LI/ Date 14 Special Limited' Power of .Attorney County of Frederick, Virginia Frederick Planning Website: www.co.frederick.va.us Department of Planning & Development, County of Frederickf Virginia F 107 North Kent Street, Winchester, Virginia 22601 Phone (5'40) 665 -5651 Facsimile {540)'665 -6395 Know All Men By These Presents: That L(We) (Name) JGR Three L,L.C• (Phone) ,(Address), 1401 Gordon Place, Winchester, VA'22601 the owner(s) of all those tracts of parcels of land ( "Property ") conveyed to me (us), by Clerk's Off ce of the Circuit Court-of the County of Frederick, Virginia, by Instrument No. 140000018 on Page 0:177 , and is described as Parcel86 &.871ot: Block -; Section: Subdivision: do hereby make, constitute and appoint:; recorded in the (Name) William. H. Gordon Associates (Phone) (304)725 -8456 (Address) 301 North Mildred Street, Charles. Town, WV 25414 ( ). � P y Y (our) , ,p power and To act as m true and lawful attorne -in -fact for and in m ' our name lace and stead with full authority I , we would have if actin ersonall to ,file planning applications for my (our) above described .Property, including: X Rezoning (including proffers) Conditional-Use Permit Master Development Plan (Preliminary and Final) Subdivision - Site Plan Variance or Appeal My attorney- in- facvshall have the authority to offer proffered conditions; and to:.make amendments to previously approved proffered conditions except as:follows: "Plus authorization shall expire one yearfrom the day it is signed, or until it is otherwise esciiide ' or In witness., there we have hereto set m R ( ) y (our)'hand and seal this i ,day of 4 State I, _l 'r city/ f W o I > 1,. the .p 9 the rson(s) who sign ape =before me in To -wit: Notary Public in and 'for the to the foregoing instrument rsonally -apQears jurisdiction, aforesaid this I��ay of�pfi , My Commission Expires: III v `The following ii ?forrnatio» sl ?all be pro>ided by the applicant;'. All parcel ' Identification numbers, deed:book:and page' numbers may be. obtained. from the Office of the Conimi'ssioner' of'Revenue, Real Estate - Division, 107 North Kent' Street, Win_.chester. 1 'Applicant: Name: William H. ,Gordon Associates c /o,,Mark Dyck " Telephone :; .(304)725 =8456 Address: 302 North - Mildred Street, Cha_rles`Town, WV 2541_,4 2:,Prop,erty Owner (if-.different thawabove); Name: JGR.Three- LL' Telephone: Address: 1407 Gordon Place Winchester, VA 22601 . I. Contact person if other.than above Name: Mark Dyck' Telephone=. (`304)725 =8456 4.. Property Information: a. Property - Identification Number(s): 64- A- 86',and 64 -A -87 b. Total- acreage "to be rezoned:. N/A C. Total - acreage of the parcels) to be rezoned-(if-the entirety of the °parcel(s) is not being. rezoned): N/A A. Current zoning;designation(s) and acreage(s)fn- each designation: R4 (Residential Planned Community), District e. Prop e. designat'iorn(s) and acreage(s) in each designation`. NA f Magisterial D.istrict(s): Shawnee � 12 } 5. Checklist; Check the following items that have teem included with this application: `Location map ❑ Agency Comments ❑ Plan . Fees Deed to property _" tmpact Analysis.Statemerit R Vcrication -of taxes;paid ❑_ Proffer: 'Statement FRI Plat depicting exact °meets and bounds for the proposed.zoning district Digital copies ('pdf s) of'all submitted documents, maps and exhibits 1X _ 6. The Code of Virginia a.11ows;',us to request full disclosure of ownership in relation to rezoning applications. Please list below all owners or parties in interest of the land to be rezoned: - J'GR Three L.L.C. (64 -A -86; 64 -A -87) 7.. Ad j oining'Property :. PA -RCEL 'ID NUMBER USE ZONING See Attached 8. Location:, The property is located at (give -exact location based on nearest road and; distancec from nearesCintersection, using road names and route numbers): Approximately one, mile; east of'Interstate 81 on the sou(hside•of'Millwcod Pike; (Route 50: East),, across frorn Su'Iphur Springs Road (Route 655), and the Ravens; subdivision. 13 9.- The following' information. should be provided :according to the type of rezoning proposed., Number of Units Proposed SingleTarhil homes: Townhorn-e. Mulft-Family: Non- Residential Lots,- Mobile Home-*I. Hotel Rooms: ;Square' Footage of Proposed Uses Office: Services Station: Retail: Manufacturing: Restaurant: Warehouse: Commercial: Other: 10. Signature: I (we), the undersigned, 'Jo hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zQning,ordin.anoe andlochange the;zomng map of Frederick County, Virginia. 'I (we) Authorize Frederick County officials to enter the: property fore site, inspection purposes. 11 1 (we) understand that the sign issued when this application is submitted must'be placed at the front property fine at least seven days'prior't.o'ihe'Plaiifiiiig, Commissiowpublic hearing ,-and tho�Boatd of,,Supervisors"pLiblic hearing and maintained so as to be visible from the�road right-ofway until.the hearing. I ('-we) hereby certify that this Application and its accompanying, materials are true and accurate to th.ebest of my (bUr)'knowledge. Applicant(s): Dwner(s): Date:, f Date: Date: Date: ADJOINING PROPERTYOSWNERS , W��•� _u O,wnei s of property adjorntrig "the land wl'1' be notified ofthe Pl`a "nnmg• Coinrriission and the Board of - Supervisors,ineetihp. For ;the purpo§e,.of this application, aadjom ng property is any' property ,a'btittiiig the requested 'property on the side or rear- or any.; property directly ;across a public right ofe way, a private right -of -way,; or. oa 'watereourse from the requested' property. Tl e pp an is required `to obtain the following information on each adj;oming; property including' the u a ica Parcel iidentr' `cation; number which may be obtahried from the; office 6Nhe Conini`ssioner of Revenue: The Comm-ssioner of =flie Revenue is located ors Elie 2nd;floor of the Frederick County Adrrzin strata Build »g T071Vortl ?,Kent Street:. Name?and Property Identificat%on Number... - Add_ress Name 4Freder ck County Uirgnfa_ 107 North' Kent Street 1inchester VA 22601' -5039 Property °# 64; A -8,7A, Namc Rance Frederick Group LG ` c/o James;L McilvainejJr 6231 Leesb6foi Pike,,'Suite 600.. . Property;# 64 A 896': Falls Church VA22044"?1_ 0? _ Name 1'Frede- ncktown,6kGroup LC c /o. Richard G Dick. 130: South "Cameron, St reet 64 -A 89i. R£roperty# • f Winchesfer; UA,2260.1= 4,733' ,Name; Sempeles Helen J Trustee 107 Roszel Road,., Winchester'VA 22601 3,831 = Prop erty 64A A 12 Name': Kakrjis John. H & Christopher Brooks c /o.,Jbhn G Kaknis 656' N Hayfield Road Property #' 64A 7 1 1 .64A 7 =1 =2 Winchester; V,. 226034428 Name Hartlyibboglas Allenc 10Q:Stanley'Drive Winchester, VA "22602 -7334 7 -1 pro e #, 64A =7 1 3;'64At' -4 p rty Name Cook Judy'Belle: c/o Rodgers =Judy B r 178`Grandview:,Lane .Property%#`,04A-7-1 5, 64A 71,46, 64A T1 -7,-64A4-4-,8 Clear Brook, VA 226241437 S ence Andrea -'L' - Name. R.,, _ � . 142 +7 Millwood Pike: ester;, VA.22602 P ft Naive '- Lambert George,G; . 1411. Millwood•Pike Winchester; VA 22602= 4310, Rropertyr #,64A- ,7t1 -1'0A, 64A -7 1- 11A;,64A- 7 -1 -12A 15 Name an&'Rtmer6 Identification Number Address . Name _. LoY 1441 Millwood Pike': Winchester, _,A 22602 43119: ; `Propert y: 64A=7 1 1'5 , Name , Ravewing°Homeowners.Association db Allen B �Warren�/ Chad Washington. 9990 F6irfaxi. Boulevard,, Suite• 200- Fairfax VA.,22030- ;1720 . Property,;# . 646 2-1,-52A, Name FisherLaoydf Est .clo;Mary_E,1Nashington g13' North.18th Street; Harrisburg -; PA 171.03 -1508 Property:. # 64 _Q 116 � " - Ttustees;of`the James Pe tonD'arlin ton'Trust ,Name. , Y 9 c/o, Fred A'Drunage( P.O. Box 36.10 Warrentori,`VA.201;88; Property=# 64-A712,2 Name `Shenandoah'VaIley,, Electnc CooperaWe. N,, ____. P O B,ox 236' Mt. rawford, VA„22841- .0236: Rropertya# 64 -A 124'A. Name -Perry E'ng neering,Co..Inc: 1945; Millwood Pike; Winchester, VA 22602 4561'. Property.# 64= A5123; 64 A1.2,3A,'64 =A 124 Name, Kennan Kelly, Renee ' . 906,Huntih`g Rid g - Road; Wmci ester,' "VA 22603 2938 P`ioperty';# 64 -A 132 -Name Long Raymond,& Long Tan'ya.C: 718,ChelSea',Drive Wmclester, VA 226.01- 6379 3 Property ,# 64 -A 133;64 A =1x3'4 Name : Wmch'este� Industrial "Park LLC: 1936' Millwood Pike, Winchester, VA 22602 -4.558 "Prop.- Y: # `64-,A781, 64 A 81A ; 64 -A =81 B Name R G RILL P.O., Box 2600 ; �• VA - Winche$ter 22604 -1800 'ro ert 64 -A =80L P NP y # Name a-i.n of,Winehester.LLc 1936 MillWoodPRike Winchester:,,, VA, 2-2602"-4666 Propert 464 -A =80 K ,y. #' Name, Blue, Ridge Industries P.Q. Box'1847' Wmehester;'VA 22604834:7 - - .p - :Pro Narrie: Campfeld LLC 112 East. Piccadilly ?Street Winchester;; VA.22601` 5005 ,Eroperty # „ 64'= A -$0'J Name, Frederick County Virginia 1!07;North'Kent Street Winchester, VA22601 Property # 964; A -82', `16 Name.. 'Dick vRichard'G &.Dick Donna C 1600iMillwood Pike' �/inehesfer, VA 22602 4_ pe_y "Pro # 64 -A,836 Name % Walter H Aikenst Limited `Partnership LLP P". 0; Box.24;68;` w in V 1N' shesfer,; A 2260,4 -` 1 668' -_ - ;Property, # 64-10-'3 ;Name Governor's Hill'LLC: 8401 Greensboro pave, Suite ,4,56 McLean, Virgirna'22102 75'126 Property # 5,4-A-83, 647A-83A Name . Hoc.krnan.lnxe "stmerits LL'C 112`EaSt;Pieeadilly,Street, Winchester,�VA 22601. -5005 ,Property # _ • rr zName , Aroperty,� Naive, - Property:'? 1 Special Limited Power of Attorney County ,of Frederick, Virginia Frederick- Planning Web -site: www.co.frederick.va us Department of'Plarining &.D'evel'opment, County of`Frederi&, Virginia -.107 North Kent Street, Winchester, Virginia 226Q1- Phone. (540) 665 =5651: Facsimile (5-40) 665--6399. Know'aAll Mei1 By TheseTreseins That.,i (We),. (Name) . .JGR-Three L.L.G. �(Phono (Address) 1407 :Gordon Place, Winchester., VA 22601. the .owuer(s) .of all.aliose_ tracts or parcels of- land,("Property. ") conveyed to,-me (.us), by deed, recorded in the Clerks Office of the Circuit Court of the County, of Frcderick,,'Virginia, by Instrument No. 140000018 on 'Page 0177' and is describc&as Parce1,86 &:87,Lot: Block: Section, Subdivision,: do - hereby °make„ constitute ;and appoint: (Name;) William H Gordon Associates (phone) (304)725 -8456 (Address)' .301 North M- ildred -Street; ;Charles Town, WV 25414 To, act as my true and lawful attorney.- in= fact.for and in my (our) .name;. place, arid. stead with full ;power and authority I (we) would have if .acting personally to file planning applications for my (our), above described Property., including;; X k_gbning'(including proffers) Conditional Use "Permit Master Development Plan, (Preliminary and,Final) Subdivision Site 'Plan Variance or Appeal My attonley =in -fact; shall have •the authority-to offer proffered conditions; and. toi.make amendments to previously approvedfproffered •conditions, except asf6llows.- -This authorization shall :expire o»e year from -the day"t is signed, or outil if, i's otheiwise °rescinded or modified., In witness thereof, I:(we)' have hereto set my (our) hand and seal-this :day of Signature(s)' State of Virginia; City /County of ; To =wit: a Notary Public in and for- the jurisdiction, aforesaid, certify. that the person(s) who. signed to the ;foregoing instrument cpersonally appeared before ine, and has acknowledged the` sanieb- eforeane in the jurisdiction aforesaid this day -of , 20 . My Commission Expires: Notary Public