64A86_GovernorsHillRevisionAction:
PLANNING COMMISSION
BOARD OF SUPERVISORS
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RESOLUTION
October 1, 2014 - Recommended Approval
October 8, 2014 IN APPROVED ❑ DENIED
AN ORDINANCE AMENDING
THE ZONING DISTRICT MAP
REZONING #03-14 MINOR PROFFER REVISION OF GOVERNORS HILL
WHEREAS, Rezoning #03-14 Minor Proffer Revision of Governors Hill, submitted by William H.
Gordon Associates, to revise the proffers associated with Rezoning #10-08 and #05-13 relating to the
"Transportation" section of the proffers was considered. The proffer revision, originally proffer statement
dated September 2, 2008, with a final revision dated September 18, 2014 applies only to the properties
owned by JGR Three, L.L.C. (64-A-86 and 64-A-87) and does not impact other properties identified under
the Governors Hill Proffer Statement. These modifications include the increase from 200,000 to 300,000
square feet of office floor space which may be developed utilizing access from the completed portion of
Coverstone Drive. This increase in floor space is located in Sections 15.2 and 15.11 of the proffer
statement.
WHEREAS, the Planning Commission held a public meeting on this rezoning on October 1, 2014,
and forwarded a recommendation of approval; and
WHEREAS, the Board of Supervisors held a public meeting on this rezoning on October 8, 2014, and
WHEREAS, the Frederick County Board of Supervisors finds the approval of this rezoning to be in
the best interest of the public health, safety, welfare, and in conformance with the Comprehensive
Policy Plan;
NOW, THEREFORE, BE IT ORDAINED by the Frederick County Board of Supervisors that
Chapter 165 of the Frederick County Code, Zoning, is amended to revise the proffers associated with
Rezoning #10-08 and #05-13 relating to the "Transportation" section of the proffers. This minor proffer
revision, originally proffer statement dated September 2, 2008, with a final revision dated September
18, 2014, modifies the square feet of office floor space from 200,000 to 300,000 which may be
developed using access from the completed portion of Coverstone Drive.
PDRes. #30-14
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This ordinance shall be in effect on the date of adoption.
Passed this 8th day of October, 2014 by the following recorded vote:
Richard C. Shickle, Chairman Aye Gary A. Lofton Aye
Robert A. Hess Aye Robert W. Wells Aye
Gene E. Fisher Aye Charles S. DeHaven, Jr. Aye
Christopher E. Collins Aye
A COPY ATTEST
Johnmj�
Fred i o Administrator
VIRGINIA: Flc�DERIC'K COUNI'Y.SC-1.
"Leg-
instrument of writing was produced to me oi,
b�°toLe - (ice , ;zO Iq_ ai
and with certificate ackrim_, ment therclo annexed
was admitted -to record. Ta ,':;_d i,4 S: c. 58, l-Ntt? of
$ G., , and 58.1-801 have been paid, if asscssahle.
Clerk
PDRes. #30-14
BOS Res. #025-14
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PROFFER STATEMENT
REZONING: RZ. #10-08: R4 and RA to R4
PROPERTY: 278.0 Acres +/-:
Tax Map & Parcels 64-A-83, 83A, 84, 85, 86, and 87 (the
"Property")
RECORD OWNER: Carpers Valley Development, LLC and Governors Hill
LLC
APPLICANT: Carpers Valley Development, LLC and Governors Hill
LLC
PROJECT NAME: Governors Hill
ORIGINAL DATE OF
PROFFERS: March 24, 2008
REVISION DATE: September 2, 2008; October 31, 2008; December 8, 2008;
January 9, 2009; May 1, 2013; June 17, 2013, July 23,
2013; August 15, 2013; September 6, 2013; September 26,
2013; September 18, 2014
The undersigned owners hereby proffer that the use and development of the
subject property ("Property"), as described above, shall be in conformance with the
following conditions, which shall supersede all other proffers that may have been made
prior hereto. In the event that the above referenced rezoning is not granted as applied for
by the Applicant ("Applicant"), these proffers shall be deemed withdrawn and shall be null
and void. Further, these proffers are contingent upon final rezoning of the Property with
"Final Rezoning" defined as that rezoning that is in effect on the day upon which the
Frederick County Board of County Supervisors (the 'Board") grants the rezoning.
The headings of the proffers set forth below have been prepared for convenience
or reference only and shall not control or affect the meaning or be taken as an
interpretation of any provision of the proffers. The improvements proffered herein shall
be provided at the time of development of that portion of the Property adjacent to or
including the improvement or other proffered requirement, unless otherwise specified
herein. The term "Applicant" as referenced herein shall include within its meaning all
future owners, assigns, and successors in interest. When used in these proffers, the
"Master Development Plan" shall refer to the plan entitled "Master Development Plan,
Governors Hill" prepared by Patton Harris Rust & Associates, (the "MDP") dated March
2008 revised January 9, 2009.
1. LAND USE
1.1 The project shall be designed to establish interconnected mixed-use
residential and commercial/employment Land Bays in general
conformance with the MDP, and as is specifically set forth in these
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proffers subject to minor modifications as necessary upon final CD
engineering including but not limited to intersection alignments.
1.2 All development, including street landscaping, shall be accomplished in
general conformance with the "Governors Hill, Design and
Development Standards", prepared by PHR&A attached hereto and
incorporated herein by reference (the "Design and Development
Standards").
1.3 Residential uses shall be prohibited in the area identified as Land Bay 2
on the MDP. Furthermore, Land Bay 2 shall be restricted to those uses
permitted in the General Business (B-2) zoning district as specified in
the Frederick County Code Article X, § 165 -82B(l ).
1.4 Except as modified herein, areas of residential development on the
Property shall be limited to Land Bay 1 and shall be developed in
conformance with the regulations of the Residential Planned Community
('R4") zoning district, including permissible housing types set forth in
the Frederick County Code Article VII, §165-67 through §165-72, as
cross-referenced to Article VI, §165-58, through §165-66. Unit types
and lot layouts within residential Land Bays may comprise any of the
permitted unit types as set forth in the Design and Development
Standards, and authorized for the R4 district, and these Proffers.
1.5 Residential development on the Property shall not exceed 550 dwelling
units, with a mix of housing types permitted in the R4 district. Multi-
family units, as defined by the Design and Development Standards, shall
not exceed 50% of the total number of dwelling units developed in the
project. No residential structures shall be closer than 2000 feet from the
centerline of the existing Winchester Airport runway.
1.6 Prior to the Property exceeding 1,285,000 square feet of commercial
building floor area, the Applicant shall submit to the County a revised
Traffic Impact Analysis (TIA) for the Property. The total permitted
commercial building floor area may increase provided that the Applicant
completes a revised traffic impact analysis which identifies the impacts
of trips for commercial development in excess of 45,815 Average Daily
Trips (ADT) and mitigation, if necessary for said impacts is provided by
the Applicant in a form that is acceptable to the County and VDOT.
2. CONSTRUCTION OF A UNIFIED DEVELOPMENT
2.1 The Property shall be developed as one single and unified development
in accordance with applicable ordinances and regulations for the R4
zoning district, the MDP as approved by the Board, and this Proffer
Statement.
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3. ACCESS TO ARMORY PARCEL
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3.1 The Applicant has designed and constructed a two lane public roadway,
identified on the MDP as Pendleton Drive, from Arbor Court to the
entrance of the Armory Site (TM 64-A-82). At such time that Tazewell
Road is constructed as depicted on the MDP, the Applicant shall extend
Pendleton Drive to connect with Tazewell Road.
4. PHASING OF RESIDENTIAL DEVELOPMENT
4.1 Building permits for Land Bay 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 3,000 square foot community center, 3,500
square feet of neighborhood swimming pools, and a dog park shall be
constructed in conjunction with residential development in Land Bay 1
and the land therefor shall be dedicated upon completion of the
improvements to the Property Owners Association. The location thereof
shall be depicted on final subdivision plans for such residential
development. These recreational amenities shall serve to meet the
requirement of 1 recreation unit per 30 dwellings. These improvements
shall be completed prior to the issuance of the 281st residential building
permit.
5. ARCHITECTURE, SIGNAGE, AND LANDSCAPING:
5.1 All buildings on the Property shall be constructed using compatible
architectural styles. The Applicant shall establish one or more Architectural
Review Boards through the required Property Owner Association to be
created to enforce and administer a unified development plan in general
conformity with the Design and Development Standards.
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5.2 All signage within the Property shall be in substantial conformity with a
comprehensive sign plan that meets the requirements of the Zoning
Ordinance for signage, which shall be submitted in conjunction with the
first final site or subdivision plan for the Property.
6. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS
6.1 The Applicant shall design and build a public pedestrian -bicycle trail
system to Virginia Department of Transportation standards that links
residential and commercial areas within the development. Said trails shall
be in the locations generally depicted on the MDP. To the extent that such
trails are not depicted on the MDP at the time of Final Rezoning, such
trails shall be connected with or linked to the internal street and sidewalk
network. Sidewalks shall be constructed on public streets to VDOT
standards, and a minimum of four -foot sidewalks shall be constructed on
private streets. All combined pedestrian/bicycling trails shall be 10 feet
wide, and shall have an asphalt surface.
7. FIRE & RESCUE:
7.1 The Applicant shall contribute to the Board the sum of $422 per dwelling
unit for fire and rescue purposes, payable upon the issuance of a building
permit for each dwelling unit.
7.2 Following Final Rezoning, the Master POA to be created in accordance
herewith shall contribute annually, on or before July 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 conditions as it may determine necessary.
Said monetary contribution shall cease at such time that the fire and rescue
company providing first response service is no longer a volunteer
operation or should the County adopt a fee for service plan to provide fire
and rescue services.
8. SCHOOLS:
8.1 The Applicant shall contribute to the Board the sum of $1,714 per dwelling
unit for educational purposes, payable upon the issuance of a building permit
for each dwelling unit.
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9. PARKS & OPEN SPACE:
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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.
1.1. ADMINISTRATION BUILDING:
11.1 The Applicant shall contribute to the Board the sum of $79 per dwelling
unit upon issuance of a building permit for each dwelling unit to be used
for construction of a general governmental administration building.
12. CREATION OF PROPERTY OWNERS' ASSOCIATION:
12.1 The Master Property Owners Association to be created in accordance
herewith shall be created contemporaneously with the first final site or
subdivision plan submitted for the Property.
12.2 The Applicant shall establish a Master Property Owners' Association
(hereinafter "Master POA") for Governors Hill, in its entirety, that shall,
among other things, have responsibility for assuring compliance with
design guidelines and standards, signage requirements, landscape
maintenance, and similar matters. Any homeowners' or property owners'
associations created for commercial or residential uses individually shall act
as a subset of the Master POA.
12.3 The residential portion of the development shall be made subject to one or
more Property Owners' Association(s) (hereinafter "Residential POA")
that shall be responsible for the ownership, maintenance and repair of the
community center, walking trails in Land Bay 1, swimming pools, all
common areas, including any conservation areas that may be established
in accordance herewith not dedicated to the County or others, and
stormwater management facilities not dedicated to public use in Land Bay
1, for each area subject to their jurisdiction, and shall be provided such
other responsibilities, duties, and powers as are customary for such
associations or as may be required for such Residential POA herein.
12.4 In addition to such other duties and responsibilities as may be assigned, a
Residential POA shall have title to and responsibility for the following in
Land Bay 1: (i) all common open space areas not otherwise dedicated to
public use, (ii) common buffer areas located outside of residential lots;
(iii) private streets serving the residents who are members of such
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association; (iv) common solid waste disposal and recycling programs,
including curbside pick-up of refuse by a private refuse collection
company, and (v) responsibility for the perpetual maintenance of any
street, perimeter, or road buffer areas, all of which buffer areas shall be
located within easements to be granted to the Residential POA if platted
within residential or other lots, or otherwise granted to the Residential
POA by appropriate instrument.
12.5 The Residential POA shall be so established that it possesses all necessary
powers to set and revise fees and dues in sufficient sums to perform the
responsibilities assigned to it hereunder and under the Declaration to be
recorded creating such Association. In addition, upon any conveyance of
a residential unit from the builder thereof to a home purchaser, there shall
be a fee paid by the home purchaser to the Residential POA in an amount
equal to three times the then -current monthly residential dues applicable to
the unit so conveyed.
12.6 Any commercial portion of the development (with the exception of any
property owned or leased by the United States, or Frederick County) shall
be made subject to one or more Property Owners' Association(s)
(hereinafter "Commercial POA"). Such Commercial POA(s) shall be
responsible for the ownership, maintenance and repair of all common
areas in Land Bay 2, including any conservation areas that may be
established in accordance herewith not dedicated to the County or others,
and stormwater management facilities (under common (open space)
ownership) not dedicated to public use for each area subject to their
jurisdiction, and shall be provided such other responsibilities, duties, and
powers as are customary for such associations or as may be required for
such Commercial POA herein.
12.7 In addition to such other duties and responsibilities as may be assigned, a
Commercial POA, in Land Bay 2, shall have title to and responsibility for
(i) all common open space areas not otherwise dedicated to public use, (ii)
common buffer areas located outside of commercial lots; (iii)
responsibility for the perpetual maintenance of any street, perimeter, or
road buffer areas, all of which buffer areas shall be located within
easements to be granted to the Commercial POA if platted within
commercial or other lots, or parcels, or otherwise granted to the
Commercial POA by appropriate instrument.
13. WATER& SEWER:
13.1 The Applicant shall be responsible for connecting the Property to public
water and sewer. It shall further be responsible for constructing all
facilities required for such connection at the Property boundary. All water
and sewer infrastructure shall be constructed in accordance with the
requirements of the Frederick County Sanitation Authority.
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14. ENVIRONMENT:
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14.1 Stormwater management and Best Management Practices (BMP) for the
Property shall be provided in accordance with the Virginia Stormwater
Management Regulations, First Ed. 1999, Chapter 2, Table 2-3.
14.2 The Applicant shall provide notice in all sales literature, in covenants,
conditions and restrictions for any Property Owners' Associations, of the
adjacency of the Winchester Regional Airport. The Applicant shall
provide noise attenuation treatment for all residential units.
15. TRANSPORTATION:
15.1 The major roadways to be constructed on the Property shall be constructed
in the locations depicted on the MDP, with reasonable adjustments permitted
for final engineering.
15.2 Excluding 300,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, the Applicant shall design and construct Coverstone Drive as a full
section with raised medians on a minimum 90' right-of-way, utilizing the
following phasing schedule:
PHASE 1: Phase 1 shall consist of the full four lane section including a
ten -foot trail from Millwood Pike to the first intersection on
Coverstone Drive as depicted on the MDP from Point A to
Point B. Said roadway shall be constructed to base asphalt
prior to issuance of a certificate of occupancy for any
commercial building for the Property and/or prior to issuance
of a building permit for any residential units, excluding model
homes, located in Land Bay 1. Phase 1 improvements shall
consist of all necessary improvements, including signalization
when warranted by VDOT, to create a four way intersection at
the existing intersection of Inverlee Way and Millwood Pike as
shown on the MDP.
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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 from Prince Frederick to Relocated Route 522 as
depicted from Point D to Point E or for a maximum distance of
800 feet when the alignment of Relocated 522 has been
determined by VDOT, and the right of way for this segment of
Coverstone Drive has been acquired by VDOT or Frederick
County. In the event that the alignment for relocated Route 522
has not been determined or if the right of way for Coverstone
Drive Extended is not secured by June 30, 2018 then the
Applicant shall pay to the County $20,000 for transportation
improvements within the vicinity of the Property in lieu of
designing said portion of Coverstone Drive. The Applicant
shall further pay to the County $1,000 for each permitted
residential unit as a contribution towards the future
construction of Coverstone Drive Extended, but if the
conditions above have not been met by June 30, 2018 then
these funds may be used for other projects in the vicinity of the
Property that have a rational nexus to the Property. Such funds
shall be paid at the time of building permit issuance for each of
the permitted residential units.
15.3 Notwithstanding any other provisions of these proffers, the
Applicant shall construct Coverstone Drive as a full four -
lane section as required in Proffer 15.2 from Millwood
Pike to Prince Frederick Drive prior to November 1, 2025.
A median break and eastbound left turn lane shall be
constructed at the existing Millwood Pike and Inverlee
intersection prior to November 1, 2015.
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15.4 The Applicant shall design and construct Tazewell Road as shown on the --
MDP as a minimum two lane roadway within a variable width right of --�
way with a maximum right of way width of 60' to provide access to
residential uses within Land Bay 1 and other commercial areas of Land
Bay 2. Said Wright of way width shall be required for Tazewell Road
between Coverstone Drive and Pendleton Drive. The right of way and
road width shall decrease for the remaining portions of Tazewell Road.
Said roadway shall be constructed in phases as needed for future
subdivision plans. Furthermore, no certificate of occupancy for any
residential dwelling that is served by Tazewell Road, excluding model
homes, shall be issued until such time that access to Land Bay 1 from
Millwood Pike is provided via Coverstone Drive and Tazewell Road.
15.5 The Applicants shall pay to the County the amount of $75,000 for
signalization or other road improvements at the intersection of Millwood
Pike (US Route 50) and Victory Road (Route 728). Such funds shall be
paid within sixty (60) days of the issuance of the first residential building
permit in Land Bay 1.
15.6 The Applicants shall pay to the County the amount of $175,000 for
signalization or other road improvements at the intersection of Costello
Drive and Prince Frederick Drive. Such funds shall be paid within sixty
(60) days of receiving written request from the County and VDOT after
acceptance of Phase 2 Coverstone Drive Improvements per Proffer 15.2
into the State highway system.
15.7 Access to Millwood Pike shall be limited to Coverstone Drive as shown
on the MDP with the exception of the private driveway currently serving
TM 64 -A -83B. The Applicant shall close said driveway once access is
provided to TM 64 -A -83B via the internal residential street network as
depicted on the MDP. Additionally, the Applicant shall close the existing
crossover previously used for access to the golf course concurrent with
Phase 1 improvements as provided by Proffer 15.2.
15.8 All public right-of-ways shall be dedicated to Frederick County as part of
the subdivision approval process, consistent with applicable Virginia law.
15.9 All public streets and roads shall be designed in accordance with the
Virginia Department of Transportation specifications, subject to review
and approval by Frederick County and VDOT.
15.10 All private streets and roads shall be constructed in accordance with the
current Virginia Department of Transportation structural standards, and as
may be modified by the County, and shall be owned and maintained by the
Property Owners Association served by such streets or roads.
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15.11 The design of off-site road improvements shall be in general conformance
with the plan entitled "Governors Hill Road Improvements" Sheets 1-2, as
prepared by Patton Harris Rust and Associates, dated October 30, 2008.
Excluding 300,000 square feet of office uses which may be developed at
any time utilizing access to the existing completed portion of Coverstone
Drive, off-site improvements shall be constructed in three phases as
depicted on the aforementioned plans as follows:
Phase A: Phase A improvements shall consist of improvements at the
intersection of Millwood Pike/Inverlee Way/Coverstone Drive
and shall be completed coincident with Phase 1 Coverstone
Drive construction per Proffer 15.2.
Phase B: Phase B improvements shall consist of improvements at the
intersections of Millwood Pike/Prince Frederick Drive and
Prince Frederick Drive/Costello Drive. Phase B improvements
shall be completed coincident with Phase 2 Coverstone Drive
construction per Proffer 15.2.
Phase C: Phase C improvements shall consist of improvements at the
intersection of Millwood Pike/Sulphur Spring Road. Phase C
improvements shall be completed coincident with Phase 3
Coverstone Drive construction per Proffer 15.2.
15.12 The Applicant shall make good faith efforts to obtain any off-site right of
way needed to complete any proffered off-site transportation
improvements. In the event that the Applicant is not able to obtain the
right of way and, further, the County and/or State of Virginia do not obtain
the necessary right of way, in lieu of constructing the road improvement,
the Applicant shall provide a monetary contribution to Frederick County
that is equivalent to the estimated construction cost of those road
improvements that could not be implemented. The construction cost
estimate shall be subject to review and approval by VDOT. The monetary
contribution shall coincide with the commercial area threshold that
triggers the off-site road improvement as identified in Proffer 15.11.
15.13 Any future transportation analyses which may be required for the
Property, shall utilize Code 820 "Retail' per the I.T.E. Trip Generation
Manual 7th Edition for any commercial use other than office use.
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15.14 In the event any proffered off-site road improvements are constructed by
others, the Applicant shall provide a monetary contribution to Frederick
County that is equivalent to the estimated construction costs of those
proffered road improvements not installed by the Applicant. The
construction cost estimate shall be subject to review and approval by
VDOT. The monetary contribution shall coincide with the commercial area
threshold that triggers the off-site road improvements as identified in
Proffer 15.11.
16. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION
The Applicant shall conduct or cause to be conducted a Phase I Archaeological
Investigation of the Property, prior to the approval of the first final site or
subdivision plan for the Property, and shall complete Phase H and III
investigations thereof as may be demonstrated to be necessary by the Phase I
study.
17. ESCALATOR CLAUSE
17.1 In the event any monetary contributions set forth in the Proffer Statement
are paid to the Frederick County Board County Supervisors ('Board")
within 30 months of October 12, 2005, as applied for by the Applicant,
said contributions shall be in the amounts as stated herein. Any monetary
contributions set forth in the Proffer Statement which are paid to the Board
after 30 months following October 12, 2005 shall be adjusted in
accordance with the Urban Consumer Price Index ("CPI -U") published by
the United States Department of Labor, such that at the time contributions
are paid, they shall be adjusted by the percentage change in the CPI -U
from that date 30 months after October 12, 2005 to the most recently
available CPI -U to the date the contributions are paid, subject to a cap of
5% per year, non -compounded.
18. SEPTEMBER 18, 2014 PROFFER REVISION
18.1 The revisions dated September 18, 2014 apply only to tax parcels 64-A-86
and 64-A-87 and do not apply to the other properties subject to the Proffer
Statement dated September 26, 2013. These modifications increase from
200,000 to 300,000 the square footage of office floor space which may be
developed, on any or all of the properties subject to the Proffer Statement
dated September 26, 2013, utilizing access from the completed portion of
Coverstone Drive. This increase in floor space is indicated in Sections 15.2
and 15.11 of this Proffer Statement.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
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JGR Three L.L.C.
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JPG Three L.L.C. Managing Member
STATE OF VIRGINIA, AT LARGE
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The foremg instrument was acknowledged before me this _pl day of��in�
2014, by %J\QA,yd G. ucy -
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Notary Public
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THIS SUPPLEMENT TO REZONING APPLICATION, made and dated this
ao—Ltay of September, 2014, by and between JGR THREE, LLC, a Virginia limited
liability company, ELLEN, LLC, a Virginia limited liability company, LCR, LLC, a
Virginia limited liability company, MDC THREE, LLC, a Virginia limited liability
company, SUSAN SANDERS, LLC, a Virginia limited liability company, LIBERTY
HILL, L.C., a Virginia limited liability company, THOMAS A. DICK, TIMOTHY J.
DICK and MICHAEL E. DICK (the "Owners") and COUNTY OF FREDERICK
VIRGINIA ("Frederick County").
RECITA-LS:
A. The Owners are vested with fee simple title to those certain parcels of land
being more particularly described on Exhibit "A" attached hereto and incorporated herein by
reference as if set out in full (the "Property").
B. The Owners have previously submitted that certain Rezoning Application
Form, that certain revised Proffer Statement and that certain Special Limited Power of
Attorney to the Frederick County Department of Planning & Development as part of a
request to modify and amend the Proffers previously approved for the Property (the
"Rezoning Application").
C. Through inadvertence, the Rezoning Application was not signed by all of the
Owners of the Property.
D. The Owners intend to correct said omission and hereby ratify and approve the
Rezoning Application and all documents submitted in connection therewith.
NOW, THEREFORE, WITNESSETH: For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Recitals: The Recitals are made a material part hereof and incorporated herein by
reference as if set out in full.
2. Approval of Rezoning Application: The Owners hereby ratify and approve the
Rezoning Application, that certain Proffer Statement bearing a revision date of September 18,
2014, that certain Special Limited Power of Attorney dated September 19, 2014, and all
documents submitted in connection therewith, and are bound by all such documents, as
evidenced by their execution of this Supplement to Rezoning Application. This Supplement
To Rezoning Application is made part of the Rezoning Application, that certain Proffer
Statement bearing a revision date of September 18, 2014, that certain Special Limited Power
of Attorney dated September 19, 2014, and all documents submitted in connection therewith.
WITNESS the following signatures and seals:
JGR'THREE, LLC
Byl. /-/ " U,�-� (SEAL)
14 HN G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF %5I ✓fir'-� , to -wit:
The foregoing instrument was acknowledged before me on the ?--L- day of
2014. by John G. Russell, 111, who is Manager of JGR THREE, LLC, a
Virginia Limited Liability Company.
My commission expires
NOTW PUBLIC - _.
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ELLEN,LLC
B ;r_ f �1 (SEAL)
OHN G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OFto-wit:
The foregoing instrument was acknowledged before me on the Z_6 day of
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t— , 2014 by John G. Russell, III, who is Manager of ELLEN, LLC, a Virginia
Limited Liability Company.
Erpirr=s: Nil .., 21. 2017
My commission expires
TARY PUBLI
LCR,LLC ,
'(SEAL)
LIN C. RUSSELL, Nlanager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF &A_ ii1144-f' _, to -wit:
The foregoing instrument was acknowledged before me on the t—C day of
S� p3r-n , 2014, by Linda C. Russell, who is Manager of LCR, LLC, a Virginia
Limited Liability Company.
L':._ ^.;ion Expires: iv. ; 21, w1 i
My commission expires
NOT PUBLIC a
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MDC THREE, LLC
By: hrel �/ (SEAL)
46I -IN G. RUSSELL, III, Manager
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF��ln , to -wit:
The foregoing instrument was acknowledged before me on the `-G day of
2014, by John G. Russell, I1I, who is Manager of MDC THREE, LLC, a
Virginia Limited Liability Company.
My commission expires
w�.
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NO A Y PU .IC
SUSAN SANDERS, LLC
By: F (SEAL)
N G. RUS ELL, III, Manager
H
STATE OF SOUTH CAROLINA, AT LARGE,
CITY/COUNTY OF �6%� y , to -wit:
The foregoing instrument was acknowledged before me on the � day of
2014, by John G. Russell, III, who is Manager of SUSAN SANDERS.
LLC, a Virginia Limited Liability Company.
My commission expires
NOT Y PUBLIC e
= :, tj
LIIBERT; lEII1L L, L.C.
By:
IC ARD G. ICK,
STATE OF VIRGINIA, AT LARGE,
CITY/'-&' OF , to -wit:
L)
The foregoing instrument was acknowledged before me on the Oq 4 -day of
r , 2014, by Richard G. Dick, who is Manager of LIBERTY HILL, L.C., a
Virgi is Limited Liability Company.
�My oommi scion expires 3 1 0� Ol 0
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H'TAttorney-in-Fact , AS A. DIC b RICH DICK his
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� � orney-in-Fact
STATE OF VIRGINIA, AT L RGE,
CITY/f` OF , to -wit:
The foregoing instrument was acknowledged before me on the c294'day of
2014, by Richard G. Dick, Attorney -in -Fact for Thomas A. Dick.
My commission expires
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STATE OF VIRGINIA AT LARG
CITY/£ -9 '�f OF � , to -wit:
The foregoing instrument was acknowledged before me on the day of
. 2014, by Richard G. Dick, Attorney -in -Fact for Timothy J. Dick.
00" 1 'Ashy commission expires
SON M'
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IX� MICHAEL E. DICK, by RICHARD G DICK, his
Attorney -in -Fact
STATE OF VIRGINIA, ATLARGE,
CITY/� OF , to -wit:
The foregoing instrument was acknowledged before me on theg/0 _y2' -day of
p:kMber- 2014, by Richard G. Dick, Attorney -in -Fact for Michael E. Dick.
My commission expires �Q
INN,�o M' �'' T'', NOTARY PUBLIC
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EXI<HBIT «A95
PARCEL ONE: All of that certain lot or parcel of land, together with all
improvements thereon and all rights, rights of way, and appurtenances thereunto
belonging, containing 107.4389 acres, more or less, more particularly described on
that certain plat titled `Boundary Line Adjustment Between Governors Hill and
Winchester Regional Airport" dated March 28, 2006, revised August 31, 2007, drawn
by Cory M. Haynes, L.S., attached to that certain Deed of Boundary Line Adjustment
dated September 21, 2007, of record in the Clerk's Office of the Circuit Court of
Frederick County, Virginia as Instrument No. 070015617, and incorporated herein by
reference as if set out in full.
Tax Map No.: 64-A-86
PARCEL TWO: All of that certain lot or parcel of land, together with all
improvements thereon and all rights, rights of way, and appurtenances thereunto
belonging, containing 14.7423 acres, more or less, more particularly described on that
certain plat titled "Plat Showing Right of Way Dedication & Dedication/Vacation of
Various Easements on the Property of Carpers Valley Development, L.L.C." dated
May 11, 2007, revised November 28, 2007, drawn by Cory M. Haynes, L.S., attached
to that certain Dedication for Street Purposes and Vacation of Easement dated January
4, 2008, of record in the aforesaid Clerk's Office as Instrument No. 080002019, and
incorporated herein by reference as if set out in full.
Tax Map No.: 64-A-87
The foregoing Parcel One and Parcel Two are the same lands acquired by
the Owners by that certain Trustee's Deed dated December 30, 2013, of record in the
Clerk's Office of the Circuit Court of Frederick County. Virginia as Instrument No.
140000018.
MLB'pmn'smb
c: Foreclosure.Carpen Valley
Supplement to Rezoning Application
9;'26; 14
OFFICIAL RECEIPT
FREDERICK CIRCUIT COURT
DEED RECEIPT
DATE: 10/16/14 TIME: 10:12:08 ACCOUNT: 069CLR140008703 RECEIPT: 14000018099
CASHIER: VHE
REG: WE17
TYPE: OTHER PAYMENT:
FULL PAYMENT
INSTRUMENT
140008703
BOOK: PAGE:
RECORDED: 10/16/14
AT 10:12
GRANTOR: CARPERS VALLEY
DEVELOPMENT LLC
EX: N LOC:
CO
GRANTEE: CARPERS VALLEY
DEVELOPMENT LLC
EX: N PCT:
100%
AND ADDRESS :
,
RECEIVED OF :
FREDERICK
COUNTY VIRGINIA
CHECK:
$40.00
DESCRIPTION 1:
SH DIST
PAGES:
29 OP: 0
2:
NAMES:
0
CONSIDERATION:
.00 A/VAL:
.00 MAP: MISC
PIN:
301 DEEDS
28.50 145 VSLF
1.50
106 TECHNOLOGY
TRST FND
5.00
TENDERED
AMOUNT PAID
CHANGE AMT
CLERK OF COURT: REBECCA P. HOGAN
PAYOR'S COPY
RECEIPT COPY 1 OF 2
40.00
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