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PC 10-05-22 Work Session Agenda7:00 PM Work Session Call to Order Discussion Item(s) Planning Commission Application Briefing for Rezoning #10-22 for Fruit Hill Submitted to rezone 220.06 +/- acres which consist of 189.08 +/- acres from RA (Rural Areas) District to M1 (Light Industrial) District, 10.34 +/- acres from RA (Rural Areas) District to B2 (General Business) District, and 20.64 +/- acres from RA (Rural Areas) District to OM (Office Manufacturing Park) District with proffers. The properties are located at 384 Ruebuck Lane, 1420 Rest Church Road, and the southwest corner of the intersection of Rest Church Road and Zachary Ann Lane, and are identified by Property Identification Numbers 33-9-1A, 33-A-89, and 33-A-90 in the Stonewall Magisterial District. In recognition of open meeting notification procedures, please be advised that the Board of Supervisors has been invited to attend the Work Session. AGENDA PLANNING COMMISSION WEDNESDAY, OCTOBER 5, 2022 7:00 PM THE BOARD ROOM FREDERICK COUNTY ADMINISTRATION BUILDING WINCHESTER, VIRGINIA PC10-05-22ApplicationBriefingREZ10-22.PDF 1 Planning Commission Agenda Item Detail Meeting Date: October 5, 2022 Agenda Section: Discussion Item(s) Title: Planning Commission Application Briefing for Rezoning #10-22 for Fruit Hill Attachments: PC10-05-22ApplicationBriefingREZ10-22.PDF 2 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 1 TO: Frederick County Planning Commission FROM: John A. Bishop, AICP, Assistant Planning Director RE: Rezoning #10-22 for Fruit Hill DATE: September 29, 2022 Project Summary The subject project seeks to rezone 220.06 acres of RA to a mixture of M1 (189.08 acres), B2 (10.34 acres), and OM (20.64 acres). This includes parcels 33 9 1A, 33 A 89, and 33 A 90 in the Stonewall Magisterial District. The properties front on Rest Church Road, Ruebuck Lane, and Zachary Ann Lane just west of the Exit 323 interchange of I- 81. According to the applicant’s impact statement they seek to “construct five buildings of varying sizes, totaling approximately 2,425,500 sq. ft. of space, as well as a 5,000 sq. ft. restaurant and a hotel containing up to 100 rooms. A portion of that square footage will be reserved for the potential location of a data center should that use become viable [300,000sq. ft.]” End users have yet to be identified, however this applicant has historically developed warehousing uses in the County and the rezoning sought is consistent with that use with the exception of the 30.98 acres for which B2 and OM zoning is sought. The applicant has proffered out a number of uses as detailed in item 1.2 of the included proffer statement dated June 8, 2022 and revised on September 16, 2022. The applicant has also proffered to limit certain uses to no more than a prescribed amount as follows: • Proffer 1.3 limits the gross sq. ft. of warehousing to not more than 2,125,500. • Proffer 1.4 limits the gross sq. ft. of “proposed Technology/Data Facility” to 300,000 • Proffer 1.5 limits the restaurant use to 5,000 sq. ft. and the hotel use to 100 rooms. Summarized transportation proffers are as follows: • The applicant is proffering to construct 2 lanes of the comprehensive planned north south collector road and relocate Zachary Ann Lane to an intersection with the collector road which the applicant is calling Fruit Hill Road. This construction would include a bike lane and 80 feet of right of way. 3 2 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 • Construction of a westbound left turn lane from Ruebuck Lane to Fruit Hill Road. • Abandonment of Ruebuck Lane right of way beyond its current terminus and dedication of an additional 25 feet of right of way along existing Ruebuck Lane. The applicant will also construct a turnaround at the terminus of Ruebuck Lane. • $650,000 in cash proffers toward improvements in the vicinity of Exit 323. Additional proffers from the applicant include the construction of necessary water and sewer upgrades to service the development, $150.00 per 1,000 gross square feet for fire and rescue, a Phase II Architectural resources study, and limitations on lighting to minimize the impact on neighboring properties. Concerns Raised in Agency and Staff Comments 1. Historic Resources Advisory Board a. HRAB has requested a Phase II study which has since been incorporated into the proffers. 2. VDOT a. VDOT has raised numerous comments which can be read in their included comment letter. This includes several concerns with the TIA itself as well as the substance of the proffers. Most of these concerns remain unaddressed. 3. Staff a. Comprehensive Plan Conformance. The proposed rezoning requests M1-Light Industrial (189.08 acres), B2-General Business (10.34 acres), and OM-Office and Manufacturing (20.64 acres). The Comprehensive Plan adopted on November 10, 2021, designates the properties in question as Mixed-Use Industrial\Office. The proposal is not in conformance with the Comprehensive Plan as it does not meet the intent of the Mixed-Use Industrial\Office designation. Section §165 -605.01 of the Frederick County Zoning Ordinance speaks to the intent of the mixed-use industrial office land use classification by shaping the intent of the zoning district intended to implement it. “…designed to provide areas for research-and- development centers, office parks, and minimal-impact industrial and assembly uses. Uses are allowed which do not create noise, smoke, dust or other hazards.” Further, the vast majority of the proposal (85.9%) is proposed to be designated light industrial, thus not providing a true mixing of uses, and in turn not meeting the stated intent of the zoning ordinance or Comprehensive Plan. For further reference, the Comprehensive Plan includes other area plans that speak to this same future land use category and provides clarity as it relates to targets and goals for properties with this land use designation. These descriptions are in keeping with the intent of the land use designation as outlined in the zoning ordinance. 4 3 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 b. Impact Analysis Statement. The applicant notes that the Draft Northeast Land Use Plan designates the proposed land use designation for these parcels as “Light Industrial.” Staff would note that the Draft Northeast Land Use Plan remains under development and must still undergo public meetings as well as multiple Planning Commissioner and Board of Supervisor’s meetings. Until a change would be adopted, we must formulate our reports based on the current Comprehensive Plan (2021), as adopted by the Board of Supervisors; the Planning Commission should base their recommendations of the current adopted plan as well. In referring to traffic conditions that are over capacity under existing conditions the applicant notes their percentage of traffic at build out in 2028. Staff would note that, as in the case of the northbound off ramp, 16.5% is quite significant. Additionally, regardless of a percentage figure, any condition where new trips are exacerbating a congestion condition calls for mitigation to create appropriate capacity to absorb the proposed load, not unlike when an applicant is impacting sewer and water services. The entirety of staff preliminary comments as well as all agency comments and County Attorney comments are included in this packet. At the work session staff will present the applicants proposal and go through the comprehensive plan conformity and the current proffer package in comparison to the agency and staff comments. 5 RIDGEWAYESTATESSubdivision WHITEHALLBUSINESS PARKSubdivision CARROLLTONSubdivision £¤11 §¨¦81 §¨¦81 §¨¦81 BERKELEYCOUNTYWEST VIRGINIA 33 A 89 33 A 90 33 A 90 33 A 90 33 9 1A 120JOLINE DR 170JOLINE DR 196JOLINE DR 210JOLINE DR 232JOLINE DR248JOLINE DR 260JOLINE DR 286JOLINE DR 4123MARTINSBURGPIKE 4170MARTINSBURG PIKE 193JOLINE DR 124HAUPTMAN CT 201JOLINE DR 215JOLINE DR 320JOLINE DR 332THISTLE LN 4230MARTINSBURGPIKE352JOLINE DR 343JOLINE DR 367JOLINE DR 378JOLINE DR 4231MARTINSBURGPIKE 209HAUPTMAN CT 375JOLINE DR 381JOLINE DR 382JOLINE DR 4273MARTINSBURGPIKE 4268MARTINSBURGPIKE 141HAUPTMAN CT 163HAUPTMAN CT 351ZACHARYANN LN 4294MARTINSBURGPIKE4282MARTINSBURGPIKE 4317MARTINSBURGPIKE 4322MARTINSBURGPIKE 529TIMBERLAKES LN 4332MARTINSBURGPIKE 4374MARTINSBURGPIKE 4392MARTINSBURG PIKE 371MACBETH LN 383MACBETH LN 4441MARTINSBURG PIKE 4407MARTINSBURGPIKE 4412MARTINSBURGPIKE 367MACBETH LN 361MACBETH LN 4428MARTINSBURG PIKE 337MACBETH LN 309MACBETH LN 321ZACHARYANN LN 4455MARTINSBURG PIKE 4462MARTINSBURGPIKE 291MACBETH LN 266MACBETH LN 253MACBETH LN 4491MARTINSBURGPIKE4481MARTINSBURGPIKE 976RESTCHURCH RD 946RESTCHURCH RD 964RESTCHURCH RD 209MACBETH LN 209MACBETH LN 4504MARTINSBURGPIKE 988RESTCHURCH RD 1004RESTCHURCH RD 1018REST CHURCH RD 1034RESTCHURCH RD 1046RESTCHURCH RD 191MACBETH LN 191MACBETH LN 160MACBETH LN 160MACBETH LN 280RUEBUCK LN 4535MARTINSBURG PIKE 1062RESTCHURCH RD 1076REST CHURCH RD 1090RESTCHURCH RD 1102RESTCHURCH RD 1530RESTCHURCH RD 4547MARTINSBURGPIKE 4552MARTINSBURG PIKE 1120RESTCHURCH RD 1130RESTCHURCH RD 1146RESTCHURCH RD 1160RESTCHURCH RD 224RUEBUCK LN 4586MARTINSBURG PIKE 1176RESTCHURCH RD 1188RESTCHURCH RD 4600MARTINSBURGPIKE 4622MARTINSBURG PIKE 172RUEBUCK LN 1011RESTCHURCH RD 4663MARTINSBURG PIKE 120BUSINESSBLVD 1029RESTCHURCH RD 1073RESTCHURCH RD 130RUEBUCK LN 142ROME DR 1089RESTCHURCH RD 1109RESTCHURCH RD 1133REST CHURCH RD 1145RESTCHURCH RD 4713MARTINSBURGPIKE 162ROME DR 1171RESTCHURCH RD 1214REST CHURCH RD 1226RESTCHURCH RD 1345RESTCHURCH RD 180ROME DR 185STAYMAN DR 159STAYMAN DR 201JONATHAN DR 163JONATHAN DR 1221RESTCHURCH RD 1287RESTCHURCH RD 1299RESTCHURCH RD 1333RESTCHURCH RD 4781MARTINSBURGPIKE 306ORCHARDDALE DR 338ORCHARDDALE DR 215STAYMAN DR 200STAYMAN DR 135RUEBUCK RD 180JONATHAN DR 147RUEBUCK RD 160RUEBUCK RD 196RUEBUCK RD 1309RESTCHURCH RD1287REST CHURCH RD 344ORCHARDDALE DR 240STAYMAN DR 173RUEBUCK RD 180RUEBUCK RD 374ORCHARD DALE DR 259WINESAP CT223WINESAP CT 197WINESAP CT 191RUEBUCK RD 211RUEBUCK RD 287WINESAP CT 229RUEBUCK RD 243RUEBUCK RD 220RUEBUCK RD WOODBINERD W I N E S A P C T JO N A TH A N D RSTAYMAN DRH A U P T M A N C TTIMBERLAKES LNRUEBUCKRDR U E B U C K L N REST CHURCH RD ZACHARY ANN LNJOLINE DR M A C BETH LN MARTINSBURGPIKEApplication Parcels Sewer and Water Service A rea B2 (General Business District) B3 (Industr ial Transition District) M1 (Light Industrial District) M2 (Industrial General Distr ict)µ Frederick C ounty Planning & Development107 N Kent StWinchester, V A 22601540 - 665 - 5651Map Created: September 28, 2022REST CHURCH R DWOODSIDE RDMARTINSBURG PIKEM ACBETH LNBROWN LNWOODBINE RD TIMBERLAKES LNRUEBUCK RDJOLINE DRR U E B U C K L N 0 1,000 2,000500 Feet BERKELEYCOUNTYWV R E Z # 1 0 - 2 2 : F r u i t H i l lPINs: 3 3 - 9 - 1 A , 3 3 - A - 8 9 , 3 3 - A - 9 0Rezoning f r o m R A to M 1 , R A t o B 2 , a n d R A t o O MZoning M a p REZ #10-22 REZ #10-22 REZ #10-22 REZ #10-22 REZ #10-22 6 RIDGEWAYESTATESSubdivision WHITEHALLBUSINESS PARKSubdivision CARROLLTONSubdivision £¤11 §¨¦81 §¨¦81 §¨¦81 BERKELEYCOUNTYWEST VIRGINIA 33 A 89 33 A 90 33 A 90 33 A 90 33 9 1A 120JOLINE DR 170JOLINE DR 196JOLINE DR 210JOLINE DR 232JOLINE DR248JOLINE DR 260JOLINE DR 286JOLINE DR 4123MARTINSBURGPIKE 4170MARTINSBURG PIKE 193JOLINE DR 124HAUPTMAN CT 201JOLINE DR 215JOLINE DR 320JOLINE DR 332THISTLE LN 4230MARTINSBURGPIKE352JOLINE DR 343JOLINE DR 367JOLINE DR 378JOLINE DR 4231MARTINSBURGPIKE 209HAUPTMAN CT 375JOLINE DR 381JOLINE DR 382JOLINE DR 4273MARTINSBURGPIKE 4268MARTINSBURGPIKE 141HAUPTMAN CT 163HAUPTMAN CT 351ZACHARYANN LN 4294MARTINSBURGPIKE4282MARTINSBURGPIKE 4317MARTINSBURGPIKE 4322MARTINSBURGPIKE 529TIMBERLAKES LN 4332MARTINSBURGPIKE 4374MARTINSBURGPIKE 4392MARTINSBURG PIKE 371MACBETH LN 383MACBETH LN 4441MARTINSBURG PIKE 4407MARTINSBURGPIKE 4412MARTINSBURGPIKE 367MACBETH LN 361MACBETH LN 4428MARTINSBURG PIKE 337MACBETH LN 309MACBETH LN 321ZACHARYANN LN 4455MARTINSBURG PIKE 4462MARTINSBURGPIKE 291MACBETH LN 266MACBETH LN 253MACBETH LN 4491MARTINSBURGPIKE4481MARTINSBURGPIKE 976RESTCHURCH RD 946RESTCHURCH RD 964RESTCHURCH RD 209MACBETH LN 209MACBETH LN 4504MARTINSBURGPIKE 988RESTCHURCH RD 1004RESTCHURCH RD 1018REST CHURCH RD 1034RESTCHURCH RD 1046RESTCHURCH RD 191MACBETH LN 191MACBETH LN 160MACBETH LN 160MACBETH LN 280RUEBUCK LN 4535MARTINSBURG PIKE 1062RESTCHURCH RD 1076REST CHURCH RD 1090RESTCHURCH RD 1102RESTCHURCH RD 1530RESTCHURCH RD 4547MARTINSBURGPIKE 4552MARTINSBURG PIKE 1120RESTCHURCH RD 1130RESTCHURCH RD 1146RESTCHURCH RD 1160RESTCHURCH RD 224RUEBUCK LN 4586MARTINSBURG PIKE 1176RESTCHURCH RD 1188RESTCHURCH RD 4600MARTINSBURGPIKE 4622MARTINSBURG PIKE 172RUEBUCK LN 1011RESTCHURCH RD 4663MARTINSBURG PIKE 120BUSINESSBLVD 1029RESTCHURCH RD 1073RESTCHURCH RD 130RUEBUCK LN 142ROME DR 1089RESTCHURCH RD 1109RESTCHURCH RD 1133REST CHURCH RD 1145RESTCHURCH RD 4713MARTINSBURGPIKE 162ROME DR 1171RESTCHURCH RD 1214REST CHURCH RD 1226RESTCHURCH RD 1345RESTCHURCH RD 180ROME DR 185STAYMAN DR 159STAYMAN DR 201JONATHAN DR 163JONATHAN DR 1221RESTCHURCH RD 1287RESTCHURCH RD 1299RESTCHURCH RD 1333RESTCHURCH RD 4781MARTINSBURGPIKE 306ORCHARDDALE DR 338ORCHARDDALE DR 215STAYMAN DR 200STAYMAN DR 135RUEBUCK RD 180JONATHAN DR 147RUEBUCK RD 160RUEBUCK RD 196RUEBUCK RD 1309RESTCHURCH RD1287REST CHURCH RD 344ORCHARDDALE DR 240STAYMAN DR 173RUEBUCK RD 180RUEBUCK RD 374ORCHARD DALE DR 259WINESAP CT223WINESAP CT 197WINESAP CT 191RUEBUCK RD 211RUEBUCK RD 287WINESAP CT 229RUEBUCK RD 243RUEBUCK RD 220RUEBUCK RD WOODBINERD W I N E S A P C T JO N A TH A N D RSTAYMAN DRH A U P T M A N C TTIMBERLAKES LNRUEBUCKRDR U E B U C K L N REST CHURCH RD ZACHARY ANN LNJOLINE DR M A C BETH LN MARTINSBURGPIKEApplication Parcels Sewer and Water Service A rea µ Frederick C ounty Planning & Development107 N Kent StWinchester, V A 22601540 - 665 - 5651Map Created: September 28, 2022REST CHURCH R DWOODSIDE RDMARTINSBURG PIKEM ACBETH LNBROWN LNWOODBINE RD TIMBERLAKES LNRUEBUCK RDJOLINE DRR U E B U C K L N 0 1,000 2,000500 Feet BERKELEYCOUNTYWV R E Z # 1 0 - 2 2 : F r u i t H i l lPINs: 3 3 - 9 - 1 A , 3 3 - A - 8 9 , 3 3 - A - 9 0Rezoning f r o m R A to M 1 , R A t o B 2 , a n d R A t o O MLocation M a p REZ #10-22 REZ #10-22 REZ #10-22 REZ #10-22 REZ #10-22 7 RIDGEWAYESTATESSubdivision WHITEHALLBUSINESS PARKSubdivision CARROLLTONSubdivision £¤11 §¨¦81 §¨¦81 §¨¦81 BERKELEYCOUNTYWEST VIRGINIA 33 A 89 33 A 90 33 A 90 33 A 90 33 9 1A 120JOLINE DR 170JOLINE DR 196JOLINE DR 210JOLINE DR 232JOLINE DR248JOLINE DR 260JOLINE DR 286JOLINE DR 4123MARTINSBURGPIKE 4170MARTINSBURG PIKE 193JOLINE DR 124HAUPTMAN CT 201JOLINE DR 215JOLINE DR 320JOLINE DR 332THISTLE LN 4230MARTINSBURGPIKE352JOLINE DR 343JOLINE DR 367JOLINE DR 378JOLINE DR 4231MARTINSBURGPIKE 209HAUPTMAN CT 375JOLINE DR 381JOLINE DR 382JOLINE DR 4273MARTINSBURGPIKE 4268MARTINSBURGPIKE 141HAUPTMAN CT 163HAUPTMAN CT 351ZACHARYANN LN 4294MARTINSBURGPIKE4282MARTINSBURGPIKE 4317MARTINSBURGPIKE 4322MARTINSBURGPIKE 529TIMBERLAKES LN 4332MARTINSBURGPIKE 4374MARTINSBURGPIKE 4392MARTINSBURG PIKE 371MACBETH LN 383MACBETH LN 4441MARTINSBURG PIKE 4407MARTINSBURGPIKE 4412MARTINSBURGPIKE 367MACBETH LN 361MACBETH LN 4428MARTINSBURG PIKE 337MACBETH LN 309MACBETH LN 321ZACHARYANN LN 4455MARTINSBURG PIKE 4462MARTINSBURGPIKE 291MACBETH LN 266MACBETH LN 253MACBETH LN 4491MARTINSBURGPIKE4481MARTINSBURGPIKE 976RESTCHURCH RD 946RESTCHURCH RD 964RESTCHURCH RD 209MACBETH LN 209MACBETH LN 4504MARTINSBURGPIKE 988RESTCHURCH RD 1004RESTCHURCH RD 1018REST CHURCH RD 1034RESTCHURCH RD 1046RESTCHURCH RD 191MACBETH LN 191MACBETH LN 160MACBETH LN 160MACBETH LN 280RUEBUCK LN 4535MARTINSBURG PIKE 1062RESTCHURCH RD 1076REST CHURCH RD 1090RESTCHURCH RD 1102RESTCHURCH RD 1530RESTCHURCH RD 4547MARTINSBURGPIKE 4552MARTINSBURG PIKE 1120RESTCHURCH RD 1130RESTCHURCH RD 1146RESTCHURCH RD 1160RESTCHURCH RD 224RUEBUCK LN 4586MARTINSBURG PIKE 1176RESTCHURCH RD 1188RESTCHURCH RD 4600MARTINSBURGPIKE 4622MARTINSBURG PIKE 172RUEBUCK LN 1011RESTCHURCH RD 4663MARTINSBURG PIKE 120BUSINESSBLVD 1029RESTCHURCH RD 1073RESTCHURCH RD 130RUEBUCK LN 142ROME DR 1089RESTCHURCH RD 1109RESTCHURCH RD 1133REST CHURCH RD 1145RESTCHURCH RD 4713MARTINSBURGPIKE 162ROME DR 1171RESTCHURCH RD 1214REST CHURCH RD 1226RESTCHURCH RD 1345RESTCHURCH RD 180ROME DR 185STAYMAN DR 159STAYMAN DR 201JONATHAN DR 163JONATHAN DR 1221RESTCHURCH RD 1287RESTCHURCH RD 1299RESTCHURCH RD 1333RESTCHURCH RD 4781MARTINSBURGPIKE 306ORCHARDDALE DR 338ORCHARDDALE DR 215STAYMAN DR 200STAYMAN DR 135RUEBUCK RD 180JONATHAN DR 147RUEBUCK RD 160RUEBUCK RD 196RUEBUCK RD 1309RESTCHURCH RD1287REST CHURCH RD 344ORCHARDDALE DR 240STAYMAN DR 173RUEBUCK RD 180RUEBUCK RD 374ORCHARD DALE DR 259WINESAP CT223WINESAP CT 197WINESAP CT 191RUEBUCK RD 211RUEBUCK RD 287WINESAP CT 229RUEBUCK RD 243RUEBUCK RD 220RUEBUCK RD WOODBINERD W I N E S A P C T JO N A TH A N D RSTAYMAN DRH A U P T M A N C TTIMBERLAKES LNRUEBUCKRDR U E B U C K L N REST CHURCH RD ZACHARY ANN LNJOLINE DR M A C BETH LN MARTINSBURGPIKEApplication Parcels Sewer and Water Service A rea Long R ange Land Use Business Mixed Use Industrial/O ffice Industrial µ Frederick C ounty Planning & Development107 N Kent StWinchester, V A 22601540 - 665 - 5651Map Created: September 28, 2022REST CHURCH R DWOODSIDE RDMARTINSBURG PIKEM ACBETH LNBROWN LNWOODBINE RD TIMBERLAKES LNRUEBUCK RDJOLINE DRR U E B U C K L N 0 1,000 2,000500 Feet BERKELEYCOUNTYWV R E Z # 1 0 - 2 2 : F r u i t H i l lPINs: 3 3 - 9 - 1 A , 3 3 - A - 8 9 , 3 3 - A - 9 0Rezoning f r o m R A to M 1 , R A t o B 2 , a n d R A t o O MLong R a n g e L a n d U s e M a p REZ #10-22 REZ #10-22 REZ #10-22 REZ #10-22 REZ #10-22 8 9 10 11 12 PROFFER STATEMENT EQUUS CAPITAL PARTNERS, LTD. FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 ACRES Rezoning: #________-________ Record Owner: DTS, L.C. Applicant: Equus Capital Partners, Ltd. Property: 33-(9)-1A; 33-(A)-89; 33-(A)-90, comprising approximately 220.06 acres as shown on the Generalized Development. Plan (hereinafter the “Property”) Zoning: RA to M1, B2, and OM Project Name: Fruit Hill Rezoning Original Proffer Date: June 28, 2022 Revision Date: September 16, 2022 Preliminary Matters: Pursuant to Va. Code Ann. § 15.2-2296, et seq., and § 165-102.06 of the Frederick County Zoning Ordinance, the undersigned hereby proffers that the development and use of the Property shall be in substantial conformance with the following conditions. In the event this rezoning is granted as applied for by the Applicant, then these proffers shall supersede and replace in their entirety all other proffers made prior hereto with respect to the Property. In the event this rezoning is not granted as applied for by the Applicant, then these proffers shall be deemed withdrawn and shall be null and void, and any existing proffers will remain in full force and effect. 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 13 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 2 of 10 as an interpretation of any provision of the proffers. Any improvements proffered herein below shall be provided at the time of development of the portion of the site served by the improvement, unless otherwise specified. The terms “Applicant” and “Developer” shall include the current and all future owners and successors in interest. For purposes of reference in this Proffer Statement, the “Generalized Development Plan” shall be that plan, consisting of three (3) sheets, prepared by Dice Engineering, PLC entitled, “Fruit Hill Rezoning Frederick County, VA.,” (“GDP”) dated September 16, 2022. 1. DEVELOPMENT AND USE OF THE PROPERTY 1.1. The subject Property shall be developed in substantial conformance with the GDP, and shall be designed to establish interconnected Land Bays in conformance with the said GDP, and as is specifically set forth in these Proffers. Upon submission of final site or subdivision plans, minor changes and adjustments may be made to the road alignments, entrances, parking, dimensions and location of the SWM/BMP facilities, the exact configuration and location of building footprints, and other similar features as shown on the GDP, provided they meet the intent of these Proffers and are approved by the Director of Planning. 1.2. The following uses shall be prohibited on the portion of the Property zoned M1, as shown on the GDP: 1.2.1. Offices and storage facilities for building construction contractors, heavy construction contractors and special trade contractors 1.2.2. Transportation by air 1.2.3. Dry cleaning plants 1.2.4. Automotive repair shops 1.2.5. Welding repair 1.2.6. Agricultural equipment repair 1.2.7. Boiler cleaning and repair 1.2.8. Cesspool cleaning 1.2.9. Farm machinery and tractor repair 1.2.10. Industrial truck repair 14 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 3 of 10 1.2.11. Motorcycle repair service 1.2.12. Septic tank cleaning service 1.2.13. Sewer cleaning service 1.2.14. Tank and boiler cleaning service 1.2.15. Tank truck cleaning service 1.2.16. Residential uses accessory to allowed business uses 1.2.17. Industrial launderers 1.3. The Applicant may construct not more than 2,125,500 gross sq. ft. of Warehousing, as depicted on the GDP, and in compliance with relevant Frederick County Ordinances. 1.4. Among other permitted uses in the OM District, the Applicant may develop not more than 300,000 gross sq. ft. of building that is designated for “Proposed Technology/Data Facility” (ITE Use Group 160), on that portion of the Property to be rezoned to the OM District, as depicted on the GDP, and in compliance with relevant Frederick County Ordinances. 1.5. The Applicant may develop no more than one hotel with a maximum of 100 rooms (ITE Use Group 310), and no more than 5,000 gross sq. ft. of Restaurant (ITE Use Group 932) on that portion of the Property to be rezoned to the B2 District, as depicted on the GDP. These uses may be in one structure, or in two separate structures, and in compliance with relevant Frederick County Ordinances. 1.6. The Applicant shall not be limited to the development of those uses listed in Proffers 1.3, and 1.4, and it shall be permitted to develop the Property with any other use permitted by right or special use permit in the relevant zoning district and not prohibited by Proffer 1.2 , subject, however, to the following requirements: 1.6.1. If the Applicant elects to develop the Property with High- Cube Fulfillment Center Warehouse (ITE Use Group 155) or High-Cube Parcel Hub Warehouse (ITE Use Group 156), and it results in a higher net new trip generation from the Property than that shown in the “Transportation Impact 15 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 4 of 10 Analysis for the Fruit Hill Property,” prepared by Kittelson and Associates, dated April 2022 (the “TIA”), then as part of the site plan approval process for those uses, the Applicant shall submit an updated TIA to the County and the Virginia Department of Transportation (“VDOT”). Subject to County and VDOT approval of the updated TIA, the Applicant shall mitigate any additional impacts caused by such additional trips as reasonably required according to a timeline mutually agreed between VDOT, the County, and the Applicant. 1.6.2. In determining whether the uses collectively have an increased traffic impact for purposes of Proffers 1.6.1, the Applicant may use actual traffic counts for then existing uses on the Property in lieu of the estimates that were employed in the TIA, for determining background traffic at the time of site plan submission. 2. COMMUNITY DESIGN 2.1. Perimeter landscaping shall be provided in substantial conformance with the GDP. All new landscaping/plantings shall be indigenous species, native to Virginia. 2.2. The Applicant shall construct a 6-foot landscaped berm along the Property’s boundary with lots in the Carrollton Subdivision and the Ridgeway Estates Subdivision in accordance with the details thereof on the GDP. Where no berm is provided adjacent to RA zoned parcels, the Applicant shall preserve existing vegetation not more than 75 feet from the perimeter property line to serve as a natural buffer or increase the building setback to 200 feet, as depicted on the GDP 3. TRANSPORTATION 3.1. The Applicant shall dedicate all lands proposed to be dedicated to the County or to VDOT as depicted on the approved GDP, within 60 days of a written request therefor. 16 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 5 of 10 3.2. The Applicant shall relocate Zachary Ann Lane so as to connect with a new road (hereinafter “Fruit Hill Road”) as that new road is generally depicted on the Northeast Frederick Land Use Plan’s Transportation Map, and shall construct that portion of Fruit Hill Road within the boundaries of the Property, both of the above as generally shown on the GDP. Fruit Hill Road shall be built within an 80-foot right-of-way and shall consist of two lanes with a single 10-foot paved trail. 3.3. The Applicant shall construct a westbound left turn lane with at least 200 feet of storage and a 200-foot taper on Rest Church Road at its connection with Fruit Hill Road. 3.4. The Applicant shall apply to abandon, or cause to be abandoned, that portion of Ruebuck Lane immediately past the southern boundary of County Parcel Map Pin 33-(5)-24, and that portion of Zachary Ann Lane no longer required after relocation of its entrance and connection to Rest Church Road. 3.5. The Applicant shall dedicate an additional 25 feet of right-of-way along the western property line, for Ruebuck Lane, from its revised terminus to Rest Church Road, as depicted on the GDP. It shall further install a 55-foot cul-de-sac or a hammerhead turnaround at the terminus of Ruebuck sufficient to permit emergency and other vehicles to effect a safe turn around, at a location outside the floodplain and past the last residential driveway on Ruebuck. The design and location of the turnaround shall be finalized during site plan review. 3.6. The Applicant shall make a contribution to the County in the amount of $ 650,000.00 to be used toward road improvements in the vicinity of the 323 Interchange of Interstate 81, as the Board of Supervisors may determine in its sole judgment. 3.7. The aforesaid contribution for traffic improvements shall be paid upon the issuance of the first occupancy permit for any industrial building on the Property. 17 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 6 of 10 3.8. All proffered road improvements to be constructed by the Applicant shall be completed prior to the issuance of the first occupancy permit for any building on the Property. 3.9. No entrances to the Property, other than the connection with Fruit Hill Road, as shown on the GDP, shall be permitted onto Rest Church Road or Ruebuck Lane. 3.10. All public roads shall be constructed to VDOT standards and subject to the approval of VDOT and Frederick County. 3.11. For the purposes of these Proffers, “completion” of a public road improvement shall mean when a road or improvement thereto is open to traffic, but may not have yet been accepted into the State Secondary System of Highways for maintenance. 3.12. The Applicant shall provide appropriate site distance at the intersection of Ruebuck Lane and Rest Church Road, as generally depicted on the Transportation Plan element of the Generalized Development Plan. 4. SIGNAGE 4.1. The Applicant shall provide a single monument sign for the M-1 portion of the Property and a single monument sign for the B-2 and OM portions of the Property at its entrance along Rest Church Road, conforming to the applicable provisions of § 165-201.06 of the Zoning Ordinance, as shown on the GDP; provided that this shall not preclude each owner or tenant of a building from installing sign, internal to the site, conforming to the provisions of § 165-201.06 (G) and (H) of the Zoning Ordinance. 5. LIGHTING 5.1. All outdoor lighting shall be compatible, and harmonious throughout the Property. Fixtures shall be similar in style. Lighting shall be mounted at a height that is relative to the property line such that it is no taller than its horizontal distance from the nearest property line, but in no case shall it be placed more than 25’ above grade. Any luminaire situated within 50’ of any property line shall be oriented perpendicular 18 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 7 of 10 to and faced away from that property line so as not to cause trespass onto an adjacent property in excess of 0.1 footcandles onto a residential use, or 0.5 footcandles onto any other property. All luminaires shall meet an up-light rating of U0 (that is zero up-light) according to the Luminaire Classification System (LCS), as developed and maintained by the Illuminating Engineering Society (IES). They shall be oriented with the central beam pointed straight down, and shall otherwise conform to the requirements of the County’s Zoning Ordinance. The Applicant shall prepare and submit a photometric plan as part of the final site plan process demonstrating the minimization of off-site lighting impacts. 6. FIRE AND RESCUE 6.1. The Applicant shall contribute to Frederick County the sum of $150.00 per 1,000 gross square feet of constructed building as depicted on each final site plan, to be used for fire and rescue purposes. The contribution shall be made at the time of issuance of the certificate of occupancy for each structure built on the Property. 7. WATER AND SEWER 7.1. The Property shall be served with public water and public sewer. At its expense, the Applicant shall design and construct all on-site and off-site improvements necessary to provide service for the demand generated by development on the Property in accordance with applicable Frederick County Sanitation Authority (“Frederick Water”), Frederick County, and Virginia laws, ordinances, and regulations. 7.2. The Applicant will install at its expense SCADA systems as approved by Frederick Water at the Woodbine and VDOT pump stations to enable them to be monitored and pumps cycled on-off in an efficient manner, to accommodate the flows generated by the development. 7.3. The Applicant will grant the necessary easements at no cost to the County or Frederick Water to facilitate the north-south flow of water, the location of which easements shall generally follow the eastern 19 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 8 of 10 property lines of the Property, with the purpose of ultimately extending to Cedar Hill and Hopewell Roads. The location of these easements will be established as part of the site plan process. 8. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION 8.1. The Applicant shall conduct, or cause to be conducted, an Architectural Resources Study of the Property prior to the approval of the first final site plan for the Property. A Phase II study will be conducted to examine further the interiors and building materials in the Lewis-Solenberger and Cather Houses. 9. ESCALATOR In the event the monetary contributions set forth in this Proffer Statement are paid to Frederick County within eighteen (18) months after final approval of this rezoning, as applied for by the Applicant, said contributions shall be in the amounts as stated herein. Any monetary contributions set forth in this Proffer Statement which are to be paid to the County 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 twenty four (24) months after final approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, or six per cent (6%) per year, whichever is less. [Signatures on following pages] 20 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 9 of 10 SIGNATURE PAGES APPLICANT/CONTRACT PURCHASER: Equus Capital Development, Ltd. By: _______________________ Name: _______________________ Title: _______________________ State of _____________________: County of : Subscribed and sworn to before me this ____ day of ________________, 20_______ in my County and State aforesaid, by the aforenamed principal. ______________________________ NOTARY PUBLIC My Commission Expires:___________________________ My Notary Registration Number:_____________________ 21 DRAFT PROFFER STATEMENT FRUIT HILL REZONING STONEWALL MAGISTERIAL DISTRICT +/- 220.06 Acres Page 10 of 10 OWNER: DTS LC By: _______________________ Name: _______________________ Title: _______________________ State of _____________________: County of : Subscribed and sworn to before me this ____ day of ________________, 20_______ in my County and State aforesaid, by the aforenamed principal. ______________________________ NOTARY PUBLIC My Commission Expires: ___________________________ My Notary Registration Number: _____________________ 22 Page 1 of 5 IMPACT ANALYSIS STATEMENT Fruit Hill Rezoning PINs: 33-(9)-1A; 33-(A)-89; 33-(A)-90 Contract Purchaser/Applicant: Equus Capital Partners, Ltd. September 16, 2022 Introduction. The Applicant is the contract purchaser of properties identified as PINs 33-(9)-1A; 33-(A)-89; 33-(A)-90 (collectively the “Property”). The Property consists of approximately 220.06 acres of contiguous land to the west and southwest of Interchange 323 on I-81, immediately south of Rest Church Road, east of Ruebuck Lane, and west of Zachary Ann Lane. The Property is undeveloped agricultural land, currently zoned RA, Rural Agricultural. The Applicant is seeking a rezoning of the land to M1, B2, and OM for the development of light industrial and related uses. The Applicant intends to construct five buildings of varying sizes, totaling approximately 2,425,500 sq. ft. of space, as well as a 5,000 sq. ft. restaurant and a hotel containing up to 100 rooms (the “Proposed Use”). A portion of that square footage will be reserved for the potential location of a data center should that use become viable. Specific end users have not yet been selected at this time, and the Applicant therefore seeks a reasonable degree of flexibility with respect to the final details of this plan, in order to accommodate market trends, and the specific needs of the end users ultimately selected. Notwithstanding this, the Applicant will commit to substantial conformance with the submitted Generalized Development Plan. The Applicant is well known to the County, having already developed almost 2,000,000 square feet of industrial space in Frederick, and it enjoys both a national and local reputation for high quality work and adhering to its commitments. When it commences the process of identifying end-users for the site it will undertake outreach to existing businesses in the Winchester/Frederick County market that are in need of expansion, or for facilities built to their purpose. While no Applicant can prudently commit to limit its potential sales to a single market, there are local users that have expressed, or will express, live interest in development at this location. When engaging with this Applicant, the County should be aware from experience that the Applicant will approach issues of concern with flexibility and diligence. Suitability of the Site The Applicant has analyzed the following categories, identified by the County, to address the suitability of this site for the proposed rezoning and development. 23 Page 2 of 5 A. 100 Year Floodplains This Property is bisected by a floodplain (approximately 31.54 acres). Due regard has been given to this, and development in that area is limited. Extensive storm water management controls will be required to minimize downstream impacts from the Proposed Use. Please see the attached Generalized Development Plan for more information. B. Wetlands Duncan Run crosses the middle portion of the Property. A recent environmental study of the site, conducted by ECS Mid-Atlantic, LLC, entitled “Waters of the U.S. Study: Fruit Hill Property,” and dated November 23, 2021, indicates that there are no wetlands on the Property. C. Steep Slopes According to the elevations depicted on the Frederick County Tax Map, there are no steep slopes on the Property (over 15%). D. Mature Woodlands The Property has been used as a working farm for many years. The Property contains roughly 53.87 acres of woodlands. The Virginia Department of Forestry’s Forest Conservation Value model designates the bulk of the forested areas on the Property as having only average conservation value and the remainder of the forested areas are not designated as having meaningful conservation value. Additionally, no portion of this Property falls within an ecological core according to the Virginia Natural Landscape Assessment map. E. Prime Agricultural Soils The majority of this Property contains soils designated “Oaklet” and “Frederick” on County Mapper. More specifically those soils consist of Frederick Poplimento Loams (2-15% slopes), Oaklet Silt Loams (2-15% slopes), and Carbo-Oaklet Silt Loams, very rocky (2-15% slopes). According to the Virginia Agricultural Model map, these areas are labeled as prime farmland and farmland of statewide importance. The Property also contains Pagebrook Silty Clay Loam, which tracks the eastern portion of Duncan Run and a narrow segment of Pagebrook Silt Loam that extends across the Property farther north. According to the Virginia Agricultural Model map, these areas are less suitable for agriculture. There is also a stretch of Massanetta Loam that tracks the western portion of Duncan Run and there are a few other soil varieties around the exterior of the Property, although their intrusion onto the Property is relatively minor. 24 Page 3 of 5 F. Soil or bedrock conditions which would create construction difficulties or hazards No significant soil or bedrock conditions have been identified that would result in construction difficulties or hazards associated with the development of the Proposed Use. Surrounding Properties The surrounding properties to the north, west, and south are zoned RA, Rural Agricultural. According to the Frederick County Mapper, those properties appear to be used for agricultural and residential uses. One subdivision, Carrollton, is located to the northwest and another, Ridgewood Estates, is located to the southwest. To the east, however, are properties zoned B-3, Industrial Transition, and M-1, Light Industrial. Among the industrial uses in this area are a heavy equipment rental facility, and a Flying J facility. The properties to the east belong to the Whitehall Business Park subdivision. The development deriving from this rezoning will transition land that is currently vacant or being used for agricultural purposes to Light Industrial (M1), hotel and restaurant, (B2 General Business), and potentially data center (OM Office- Manufacturing Park) uses. This increase in intensity was contemplated and accepted in the Northeast Land Use Plan element of the County Comprehensive Plan, as can be seen by the Property’s existing Mixed Use Industrial/Office designation. The Applicant will commit to measures for the reduction of impacts associated with an increase in intensity of use.1 Traffic The Proposed Use would occur in an area with a mature road network, and the Applicant has analyzed its potential impact on those roads. It is proposing a number of actions that would align existing conditions with the transportation element of the Comprehensive Plan, and accommodate additional traffic from the development. This includes relocating Zachary Ann Lane to correct the inadequate spacing between its existing intersection with Rest Church Road and the nearby I- 1 The Applicant is aware that the Northeast Land Use Plan is a part of the Comprehensive Plan currently under consideration for revision during the 2022 Comprehensive Plan review cycle. The Committee appointed to make recommendations to the Planning Commission with respect to the NELUP has recommended that the Applicant's Property be designed for light industrial uses, and that property on the north side of Rest Church Road be designated mixed-use office industrial. The Applicant further recognizes that the final version of the NELUP has not yet been presented to the Board of Supervisors for consideration and action. The Applicant supports the designation of the Property as light industrial. 25 Page 4 of 5 81 interchange. It would also include the construction of a new road, referred to in this application as Fruit Hill Road, which would connect to Rest Church Road in the location that is contemplated in the Comprehensive Plan. The Applicant's Traffic Analysis confirms that the road network can adequately support the development of the proposed Fruit Hill Property with the recommendations noted in that Analysis. In addition to the Zachary Ann relocation and construction of Fruit Hill Road, the Applicant will provide a monetary contribution to the County to offset the impacts that are shown in the TIA. The Applicant’s monetary contribution, rather than actual construction, will provide flexibility to the County as it undergoes its studies of the existing and future traffic issues in the area, The contributions are calculated based on the Applicant’s pro rata share of the cost of those improvements that it need not itself construct, plus additional funds to alleviate existing and future traffic issues. Sewage Conveyance and Treatment According to the Frederick County Mapper, this Property falls within the Sewer and Water Service Area. The Applicant will connect to public sanitary sewer at its expense. The Applicant has undertaken an analysis of the existing system and worked with Frederick Water to address any issues related to the Proposed Use. Water Supply According to the Frederick County Tax Map, this Property falls within the Sewer and Water Service Area. The Applicant will connect to public water at its expense and it worked with Frederick Water to address any concerns related to the Proposed Use. Drainage and Stormwater Management Duncan Run crosses the midsection of the Property. The Frederick County Mapper does not recognize any other streams, rivers, lakes, or ponds on the Property. The Applicant will manage development in accordance with all applicable requirements. Solid Waste Disposal Facilities All end users will be required to comply with all federal, state, and local laws and regulations regarding the disposal of solid waste. Historic Sites and Structures After reviewing the Frederick County Rural Landmarks Survey Report, the Virginia Division of Historic Resources, and the State and National Registers, the only historical resources located on the Property that have been previously identified are DHR #034-1464 consisting of the Cather House, listed as current, and the Payne House, listed as historic, and DHR 034-1463 consisting of the Carter, Josh house, listed as historic, and the Lewis-Solenberger house, listed as current. 26 Page 5 of 5 The Applicant has proffered to conduct an Architectural Resources Survey as a part of this rezoning. The Applicant has worked with the Historic Resources Advisory Board to identify other concerns and agreed to an additional Phase II study of the Lewis-Solenberger house and the Cather house located on the Property. All discoveries will be reported to the County, and appropriate steps taken should consequential resources be recovered. Impact on Community Facilities Because no end user has been identified for this project, the Applicant is not able to project the exact amount of tax revenue that will be generated by the Proposed Use. The Applicant’s proposal, however, to construct approximately 2,425,500 sq. ft. of warehouse/distribution space plus, a hotel, and a restaurant on the Property, will necessarily result in more economically productive uses than currently exist. The rezoning would serve the County’s planned goal of increasing its tax base and preliminary projections, based on other projects completed by the Applicant, suggest that the Proposed Use could contribute over $1,000,000 per year in new revenue. Education. The proposed rezoning would have no impact on education. Police Protection. This rezoning is not likely to have significant impact upon level of service standards for the Sheriff’s Department. The Applicant will coordinate with that Department in the development of the Property. Fire and Rescue Protection. The Property falls within the Clear Brook First Due Boundary, and would be served by the Clear Brook Volunteer Fire and Rescue Station. According to the station’s website, it houses two pumpers, a tanker, a brush truck, and two ALS units. The Applicant has spoken to the Chief of that Station and the Fire Marshall and will continue to coordinate with both. The Applicant proposes a contribution to fire and rescue services in order to offset the impacts associated with the Proposed Use. Parks and Recreation. The proposed rezoning would have no impact on parks and recreation. 27 CADD FILE: GDP-1.DWG 05-10-2022 DATE: 1"= 500' SCALE: JOB NO: 21-04 GENERALIZED DEVELOPMENT PLAN SITE DEVELOPMENT PLAN FRUIT HILL REZONING FREDERICK COUNTY, VAJOB NO.: 21-04 SHEET NUMBER:GDP-1DDD DRAWN BY:CHECKED BY: DDD1 inch = ft.( IN FEET )GRAPHIC SCALE500101 SHELBY CT. WINCHESTER, VA 22602 PHONE: 540.974.5157 FAX: 540.723.4868 EMAIL: OFFICE@DICE-ENG.COMI-81 (S)PROP. BLDG.471,500 SQ. FT.(410' x 1150')PROP. BLDG.328,000 SQ. FT.(410' x 800')REST CHURCH RD.ZACHARY ANN LANERUEBUCK LANE SWMPROPOSEDTECHNOLOGY /DATA FACILITY300,000 SQ. FT.PROPOSED BUILDING754,000 SQ. FT.(520' x 1450')PROPOSED BUILDING572,000 SQ. FT.(520' x 1100')SWMSWMSWMSWMSWMSWMSWMLOCATION MAP:SCALE: 1" = 5000'SITE1234567891011121314151617181920212223272829242526REST CHURCH RD.PROPOSED HOTEL& RESTAURANTPROPOSED B2ZONING (10.34 AC.)PROPOSED OMZONING (20.64 AC.)PROPOSED M1ZONING (189.08 AC.)JOLINE DR.PROPOSED FRUIT HILLROAD (COLLECTOR)I-81 (N)RUEBUCK RD.PROJECT INFORMATION:APPLICANT:CURRENT OWNER:REFERENCE:PROPOSED USE:ACREAGE:CURRENT ZONING:PROPOSED ZONING:FLOODPLAIN:EX. WOODLANDS:EQUUS CAPITAL PARTNERS, LTD.DTS, LCTM 33-(A)-89, 33-(A)-90, 33-(9)-1ASTONEWALL MAGISTERIAL DISTRICTWAREHOUSING (M1)HOTEL & RESTAURANT (B2)TECHNOLOGY / DATA FACILITY (OM)AND/OR AS PROFFERED220.06 AC.RAM1 (189.08 AC.), B2 (10.34 AC.), OM (20.64 AC.)31.54 ACRES (+/-) WITHIN ZONE 'A' PER FEMAFIRM NO. 51069C0150E, DATED 01/29/202153.87 ACRES (+/-)RTE. 114BUSINESS BLVD.MACBETHLANEMONUMENT SIGNS(FINAL LOCATIONTBD DURING SITEPLAN PERMITTING)28 CADD FILE: GDP-2.DWG 05-10-2022 DATE: 1"= 500' SCALE: JOB NO: 21-04 GENERALIZED DEVELOPMENT PLAN TRANSPORTATION PLAN FRUIT HILL REZONING FREDERICK COUNTY, VAJOB NO.: 21-04 SHEET NUMBER:GDP-2DDD DRAWN BY:CHECKED BY: DDD1 inch = ft.( IN FEET )GRAPHIC SCALE500101 SHELBY CT. WINCHESTER, VA 22602 PHONE: 540.974.5157 FAX: 540.723.4868 EMAIL: OFFICE@DICE-ENG.COMI-81 (S)REST CHURCH RD.ZACHARY ANN LANERUEBUCK LANE PROPOSEDB2 ZONINGPROPOSEDOM ZONINGPROPOSEDM1 ZONINGJOLINE DR.PROPOSED FRUITHILL ROAD(COLLECTOR)I-81 (N)RUEBUCK RD.RTE. 11RELOCATEDZACHARY ANN LANERELOCATED ACCESSTO TM 33-(9)-1REMOVE & RELOCATEEXISTING ZACHARYANN LANE ENTRANCEWESTBOUND LEFTTURN LANE W/ TAPERSEE NOTE #1SEE NOTE #2SEE NOTE #325' R/W DEDICATIONFOR RUEBUCK LANENOTES:1.APPLICANT TO MAKE PRO-RATA CONTRIBUTION TO CONVERTEASTBOUND THROUGH LANE TO SHARED LEFT THROUGH LANE.2.APPLICANT TO MAKE PRO-RATA CONTRIBUTION TO WIDEN RTE. 11 TOPROVIDE ADDITIONAL NORTHBOUND THROUGH LANE BEGINNING ATBUSINESS BLVD. AND TERMINATING AT A MINIMUM LENGTH OF 495'.3.APPLICANT TO MAKE PRO-RATA CONTRIBUTION TO CONSTRUCTNORTHBOUND LEFT TURN LANE WITH AT LEAST 300' OF STORAGE ANDA 200' TAPER AT NORTHBOUND OFF-RAMP OF I-81.4.APPLICANT TO MAKE PRO-RATA CONTRIBUTION TO REPLACE EXISTINGSIGNAL HEAD AT THE INTERSECTION OF RTE. 11 AND REST CHURCHROAD.PROPOSEDM1 ZONINGBUSINESS BLVD.APPLY FOR VACATION OF EXISTING30' PRESCRIPTIVE EASEMENT OFRUEBUCK LANE BEYOND ACCESSTO TM 33-(5)-24MACBETHLANESEE NOTE #429 CADD FILE: GDP-3.DWG 05-10-2022 DATE: 1"= 500' SCALE: JOB NO: 21-04 GENERALIZED DEVELOPMENT PLAN LANDSCAPE PLAN FRUIT HILL REZONING FREDERICK COUNTY, VAJOB NO.: 21-04 SHEET NUMBER:GDP-3DDD DRAWN BY:CHECKED BY: DDD1 inch = ft.( IN FEET )GRAPHIC SCALE500101 SHELBY CT. WINCHESTER, VA 22602 PHONE: 540.974.5157 FAX: 540.723.4868 EMAIL: OFFICE@DICE-ENG.COMI-81 (S)REST CHURCH RD.ZACHARY ANN LANERUEBUCK LANE PROPOSEDB2 ZONINGPROPOSEDOM ZONINGPROPOSEDM1 ZONINGJOLINE DR.PROPOSED FRUITHILL ROAD(COLLECTOR)I-81 (N)RUEBUCK RD.RTE. 11PROPOSEDM1 ZONINGBUSINESS BLVD.100' BUFFER W/ FULL SCREEN (C A T EGOR Y 'C ' )100' BUFFER W/ FULLSCREEN (CATEGORY 'C')100' BUFFER W / FULL SCREEN (CATEGORY 'C ' )100' BUFFER W/ FULL SCREEN(CATEGORY 'C')100' BUFFER W/ FULL SCREEN(CATEGORY 'C')75' BRL50' BRL50' BRL35' BRL75' BRL25' BRL75' BRL15' BRL25' BRL100-YR FLOODPLAIN(PER FEMA FIRM NO. 51069C0150E,DATED 01/29/2021, SUBJECT TO CHANGE)NOTES:1.SUBJECT TO FINAL ENGINEERING, EXISTING WOODLANDS WITHIN THETYPE 'C' SCREENING AREA WILL BE PRESERVED IN LIEU OF ANEARTHEN BERM, WHERE SUCH WOODLANDS ARE SUFFICIENT TOMEET THE TYPE 'C' SCREENING REQUIREMENTS.2.A 200' BUFFER AND LANDSCAPE SCREEN IS PROPOSED AND WILL BEUTILIZED WHERE THE 100-YEAR FLOODPLAIN PREVENTS THE GRADINGCOMPONENT OF THE FULL SCREEN BUFFERING.3.THE FULL SCREEN BUFFER TO INITIALLY EXTEND ALONG THE ENTIRESOUTHERN PROPERTY BOUNDARY, BUT A PORTION WILL BE REMOVEDTO ALLOW FOR ANY FUTURE ROAD CONNECTION TO THE SOUTH.4.SETBACKS PROVIDED HEREON BASED ON PROPOSED ZONINGDESIGNATIONS FOR PROJECT DEVELOPMENT.SEE NOTE #3200' BUFFER W/ LANDSCAPE SCREEN (CATEGORY 'C')MACBETHLANESEE NOTE #1SEE NOTE #1TYPICAL CATEGORY 'C' FULL SCREEN DETAILTYPICAL CATEGORY 'C' LANDSCAPE SCREEN DETAIL100' BUFFER W/ FULL SCREEN (CATEGORY 'C')TYPICAL CATEGORY 'B' FULL SCREEN DETAIL50' BUFFER W/ FULLSCREEN (CATEGORY 'B')50' BUFFER W/NO SCREEN(CATEGORY 'A')SEE NOTE #230 FRUIT HILL PROPERTY TIA REVIEW, FREDERICK COUNTY VDOT EDINBURG RESIDENCY / STAUNTON DISTRICT {P1225776.DOCX / 1 VDOT comments 006260 000013} Review of Fruit Hill Property Traffic Impact Analysis VDOT – August 8, 2022 The Virginia Department of Transportation has reviewed the Traffic Impact Analysis for the Fruit Hill Property TIA in Frederick County, dated April 2022 and submitted June 14, 2022. We have developed the following comments on the initial TIA submission. 1. The TIA is assuming all low volume uses (warehouse, data center) for trip generation while not proffering out other potential uses for light industrial zoning. For example, if confined to the uses as shown in the TIA the site will generate 452 PM peak trips. A “general light industrial (ITE 110)” use would generate over 3.5 times the volume at 1626 PM peak trips. The middle of the road assumption, would be an mixed use “industrial park (ITE 130)” 872 PM peak hour trips. This could have a tremendous impact on the studied intersections, ramps, and roadways. We typically suggest a worse-case senerio but feel more comfortable with either the middle of the road assumption or proffers that actually restrict the uses to the peak hour study volumes. 2. Proffers 1.6, 1.6.1 and 1.6.2 are very weak in providing any future mitigations and many higher generation uses. Any proffers not obtained with the rezoning will likely never happen. 3. The recall mode for the coordinated signal phases should be set to C-Max, instead of C-Min. Please revise. 4. The footnote on page 20 of the TIA states “the current lane configuration on the northbound approach of the Rest Church Road / I-81 Northbound Ramps intersection does not comply with NEMA phasing. As such, HCM 2000 outputs are reported for signalized intersections.” It is the phase assignment on the southbound ramp that does not comply with NEMA phasing. This phase should be adjusted from Phase 3 to Phase 4 to make the intersection NEMA compliant. The analysis results should then be updated to HCM 6 throughout the report per TOSAM requirements. 5. There are inconsistencies with the methodology of reporting queue lengths throughout the TIA. Some scenarios report 95% queue length from Synchro at the ramp intersections, but report max queue length from SimTraffic for the US 11 / Rest Church Road intersection. Other scenarios report max queue length from SimTraffic for all signalized intersections along the corridor, while the 2034 Total Mitigated scenario has an additional footnote that only the US 11 / Rest Church Road intersection PM peak hour queue lengths are reported from SimTraffic. Please provide additional information to support the approach used to report queue lengths in the analysis. A follow up discussion with VDOT may be necessary to determine and agreed upon a methodology for reporting queue lengths. 6. Page 18 of the TIA states that traffic counts were conducted in October 2021 from 3-6 pm. Please correct to match the traffic data collection times of 4-7 pm as reported in the appendix. 7. There is a significant discrepancy of 300 vehicles in I-81 southbound ramp left turns in the 2034 background and 2034 background with mitigation AM scenarios. The left turns in these models are coded as 511, but should be 211 based on the 2034 total build scenarios. As a result, inaccurate delays and queue lengths are reported in Tables 12 and 13 in the TIA. Please revise. 31 FRUIT HILL PROPERTY TIA REVIEW, FREDERICK COUNTY VDOT EDINBURG RESIDENCY / STAUNTON DISTRICT {P1225776.DOCX / 1 VDOT comments 006260 000013} 8. Table 10 of the report indicates that an eastbound right turn lane from Rest Church Road onto relocated Zachary Ann Lane is not warranted based on the site trip generation and this right turn lane is not included in the report recommendations. However, a right turn lane is modeled in the PM Total Mitigation Synchro files. Please update the files for consistency with the report. 9. The proposed realignment of Zachary Ann Lane to the west as illustrated in the Conceptual Site Plan included as Figure 2 in the TIA will have a significant impact on truck egress from the existing Flying J development. The realignment will require trucks from Flying J to navigate through the road network of the proposed development to return to Rest Church Road. Has the applicant had discussions with the Flying J property owner to determine if this proposed improvement is supported? 10. Consider simplifying proffer 3.6 to state that the monetary contribution shall be used toward future transportation improvements at the US 11 / Rest Church Road intersection and the I-81, Exit 323 northbound ramp to address operational issues as indicated in the TIA. 11. The proposed 60’ right-of-way for Fruit Hill Road (collector road) will not accommodate the 4-lane divided road shown in the County’s transportation plan. If the roadway is proposed for addition into the VDOT system, then it should be designed per geometric design standards for urban collector GS-7 with a 45-50 MPH design speed. A typical section should be developed to determine the amount of right-of-way and/or easements needed to accommodate the U4D and any bike and pedestrian access. 12. The section of Rest Church Road from Flying J Travel Center to the collector proposed in this application is shown on the county transportation plan to be a 4 lane divided road. The GDP does not match the transportation plan and only shows a right-of-way dedication and construction 2 lanes with a left turn lane at this intersection. Based on future traffic a U4D roadway is needed up to the collector as well as additional area to transition back to 2 lanes on Rest Church Road. 13. Based on the existing lane geometry of Rest Church Road to the west of the I-81 southbound ramp intersection, the westbound left turn lane to Fruit Hill Road should be continuous and extend back to the ramp signal. 14. The County’s exisiting 30’ prescriptive easement on Rest Church Road (Rte. 669) is inadequate for maintenance or even minor future improvements. Typically a 50’ wide right-of-way is needed for a two lane secondary roadway or 25’ dedication from the center of the roadway. 15. The existing Ruebuck Lane (Rte. 670) intersection at Rest Church Road cannot obtain or maintain minimum sight distance without additional right-of-way along Rest Church Road to the east. 16. We have no objections to the abandonment of the end of Ruebuck Lane as shown on the GDP. However, this road does not provide an area for public, emergency, or maintenance services to turn around. A 55’ radial right- of-way is needed for a cul-de-sac area at the last driveway (where grade permits) a cul-de-sac to be constructed outside the flood plan. 32 33 34 35 36 37 38 39 40 41 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 July 25, 2022 John H. Foote Walsh, Colucci, Lubeley & Walsh 4310 Prince William Parkway Suite 300 Prince William, VA 22192 RE: Request for Historic Resources Advisory Board (HRAB) Comments Fruit Hill Rezoning Application Zoning: RA (Rural Areas) District Property Identification Numbers (PINs): 33-A-90, 33-A-89, and 33-9-1A Magisterial District: Stonewall Dear Mr. Foote: The Frederick County Historic Resources Advisory Board (HRAB) considered the above referenced rezoning application during their meeting on July 19, 2022. This application seeks to rezone three parcels totaling 220.06 acres of land generally located on the south side of Rest Church Road (Route 669), west of Zachary Ann Lane (Route 825), in close proximity to the exit 323 along I-81. The parcels are currently zoned as RA (Rural Areas) and the proposed rezoning is to M1 (Light Industrial), B2 (General Business), and OM (Office-Manufacturing Park). Following their review of this application, the HRAB recommended a Phase 2 study be conducted to further examine the interiors and building materials of the Lewis-Solenberger House and the Cather House. The HRAB recommended that the applicant consider referencing the Department of Historic Resources light detection and ranging (LiDAR) maps to document the presence of significant objects within the property. Thank you for the opportunity to comment on this application. Please call if you have any questions or concerns. Sincerely, Wyatt Pearson, AICP Director of Planning & Development WGP/pd cc: Gary Crawford, HRAB Chairman Tyler Klein, Frederick County Senior Planner 42 COUNTY OF FREDERICK Roderick B. Williams County Attorney 540/722-8383 Fax 540/667-0370 E-mail rwillia@fcva.us September 26, 2022 VIA EMAIL Kevin T. Rivera, Esq. Walsh Colucci Lubeley & Walsh PC 4310 Prince William Parkway, Suite 300 Prince William, Virginia 22192 Re: Rezoning Application – Fruit Hill Rezoning Tax Parcel Numbers 33-9-1A, 33-A-89, and 33-A-90, 220.06± Acres (the “Property”) Proffer Statement, draft dated September 14, 2022 (the “Revised Proffer Statement”) Dear Mr. Rivera: You have submitted to Frederick County for review the Revised Proffer Statement, for the proposed rezoning of the Property, 220.06± acres in the Stonewall Magisterial District, from the RA (Rural Areas) District to the B2 (General Business) District, the OM (Office- Manufacturing Park) District, and the M1 (Light Industrial) District, with proffers. I have now reviewed the Revised Proffer Statement and it is my opinion that the Proffer Statement would be in a form to meet the requirements of the Frederick County Zoning Ordinance and the Code of Virginia, and would be legally sufficient as a proffer statement, subject to the following comments:  Status of William O. Minor as a record owner of Tax Parcel Number 33-A-89 – You have indicated that all property owners will ultimately sign and that the signature pages will be included at the time of submission to the Board of Supervisors for public hearing. The listed owner on the Revised Proffer Statement, however, remains unchanged from the previous version, without further explanation, and therefore does not currently address the previous comment.  Signature blocks/notary blocks – I offer the following new general comment after recent feedback we have received from the Clerk’s Office about proffer statements (I will be 43 Kevin T. Rivera, Esq. September 26, 2022 Page 2 including this comment going forward for all proffer statements requiring signatures on behalf of entities): One or more of the necessary signatories is an entity, as opposed to an individual, so please note this standing general comment regarding the form of the signature and notary blocks for each entity: Because the County Code calls for recordation of proffer statements in the land records, the signature and notary blocks for each entity must satisfy the same requirements as for deeds. This means that both the signature block and the notary block must show the name of the individual signing and the title/capacity of that individual on behalf of the entity. Again, both elements must appear in both the signature block and the notary block. The Clerk’s Office will reject, multiple times, if necessary, any documents that do not satisfy these requirements and, for this reason, if we do not have a fully executed proffer statement that reflects compliance with these requirements prior to the meeting at which the Board of Supervisors will consider the rezoning, I will recommend to the Board at that meeting postponement of any approval to a future meeting. If parties have any concerns about the impact this may have on contractual commitments, parties will need to exercise the same diligence that they already would need to take regarding deed documents necessary to satisfy those commitments.  Zoning district boundaries – While I note your comment, we cannot have undefined zoning district boundaries; otherwise, the Board of Supervisors would be adopting a rezoning without cognizance of the areas it is rezoning. Showing the metes and bounds according to the currently proposed centerlines would still allow the width of the proposed rights of way for margins of error; in the instance of proposed Fruit Hill Road, this would appear to be 50 feet on each side of the centerline. In this regard, I note the approximately 2,200-foot length of the zoning district boundary along proposed Fruit Hill Road and that a movement of the boundary 50 feet in one direction or the other is approximately 110,000 square feet, or over 2.5 acres. We cannot have, as a legislatively determined zoning district, an area larger than that be subject to final engineering.  The Revised Proffer Statement will need to include the final dates of the GDP and the TIA.  Proffer 3.7 – To avoid potential ambiguity issues, referencing any building in the OM or M1 Zoning District areas may be preferable stating “any industrial building”.  Proffer 3.11 – To avoid potential ambiguity issues, it may be appropriate for the proffer to include a statement to the effect that “Nothing herein shall override or contravene any subdivision monetary guaranty requirements for acceptance of public road improvements”. 44 Kevin T. Rivera, Esq. September 26, 2022 Page 3  Proffer 4.1 – I appreciate your clarification regarding this proffer but note that the proffer only obligates the placement of signs, and I am unaware of any County land use policy specifically favoring placement of signs.  Proffer 5.1 – The proffer at one point refers to “the Town’s Zoning Ordinance” and the reference should be to “the County’s Zoning Ordinance”. I have not further reviewed the substance of the proffers as to whether the proffers are suitable and appropriate for this specific development, as my understanding is that review will be done by staff and the Planning Commission. Sincerely, Roderick B. Williams County Attorney cc: John H. Foote, Esq. (via email) Frederick County Department of Planning & Development (via email) 45 46 47 48