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HomeMy WebLinkAbout12-15 Crosspointe Center - Proffer Amendment B2 to B2 RP to RP - Shawnee - BackfileREZONING TRACKING SHEET Clieck List: Application Form Proffer Statement Impact Analysis Adjoiner List Fee & Sign Deposit Deed Plat/Survey Taxes Paid Statement I a I` I 15 File opened ICI 15 Reference manual updated/number assigned 15 D-base updated Copy of adjoiner list given to staff member for verification I� Iti Color location maps ordered from Mapping i Application Action Summary updated I I Planning Commission Meeting ACTION: I� Board of Supervisors Meeting ACTION: (�Ao-u- C/ Signed copy of Resolution received from County Administrator and placed in Proffers Notebook together with proffers Approval (or denial) letter mailed to applicant/copy to file and cc's Reference manual updated (� D-base updated l c� i Application Action Summary updated File given to Mapping to update zoning map Zoning map amended �. Proffers recorded Sys ID # NOTES RECEIPTDATE I Q I 111 1 5 NO. 983313 RECEIVED FROM `�n �ai ZE -DEIIE to r% --,t ADDRESS a'o ' ��C�X 52 $ wi nCbeES czr Q Co04 FOR 7cy-) 1t`1G p men �n I ACCOUNT HOW PAID AMT. OF CASH ACCOUNT A O C/ CHECK q 3 PAID 16 I � -ll BALANCE MONEY DUE ORDER IF 11 •a• • i 3 i NOTES RECEIPT DATE �AI NO. 983323 RECEIVEDFROM ADDRESS �� 3c�x �g-� L,•i nc t'1FS i,: 1'; Va To e t,/e Thr usn--A SEVE„hctr�clrPr! ��� FOR ci t , A-JtC`r1C-��Y1Ci Gec_ -iS-�1 -SSG EGA c 1, c�, �15 ACCOUNT HOW PAID A64T. OF CASH AMT. C PAID f a `i 3LI CHECK 30O BALANCE MONEY DUE ORDER 9 o Cl ,_I 0 —� ©2001 qqPlEMM.0 8L818 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Tax: 540/665-6395 January 28, 2016 Mr. Patrick SoNvcrs Pennoni Associates, Inc. 117 E. Piccadilly Street, Suite 200 Winchester, VA 22601 RE: REZONING # 12-15 PIN: 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96, and a portion 75-A-90 and 75-A-94. Dear Patrick: This letter- serves to confirm action taken by the Frederick County Board of Supervisors at their meeting on January 27, 2016. The above -referenced application was approved to rezone 58.30+/- acre from RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres from B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning #13-03, and to amend the proffers associated with Rezoning #13-03 with final proffers approved as amended at Board of Supervisors meeting on January 27, 2016. The property is located east and adjacent to I-81 Exit 310 Interchange, and adjacent to Tasker Road and I-Iillandale Lane in the Shawnee Magisterial District. The proffer statement, originally dated August 27, 2003, with final revision date of January 27, 2016, was approved as amended at the Board of Supervisors meeting on January 27, 2016. The proffer statement that was approved as a part of this rezoning application is unique to the above referenced properties and is binding regardless of ownership. Enclosed is a copy of the adopted proffer statement for your records. Pursuant to §165.102.06E, the County Attorney will present the written proffer to the Frederick County Clerk of Circuit Court for recordation. Please do not hesitate to contact this office if you have any questions regarding the approval of this rezoning application. Sincerely, j( Lti'%ti cv� / tit. tL ✓Michael T. Ruddy, AICP Director 7 MTR/ks Attachment cc: Gene E. Fisher, Supervisor Shawnee District Lawrence R. Ambrogi and I -I. Paige Manuel, Shawnee District Planning Commissioners Jane Anderson, Real Estate Ellen Murphy, Commissioner of Revenue Glaize Developments, 112 E. Piccadilly St. Winchester, VA 22601 Rod Williams, County Attorney w/Proffer and Resolution 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 REZONING APPLICATION #12-15 CROSSPOINTE CENTER Staff Report for the Board of Supervisors Prepared: January 8, 2016 Staff Contacts: Michael T. Ruddy, AICP, Deputy Director John Bishop, AICP, Deputy Director - Transportation Reviewed Action Planning Commission: 01/06/16 Recommended Approval Board of Supervisors: 01/27/16 Pending PROPOSAL: To rezone 58.30+/- acres from RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres from B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning # 13-03, and to amend the proffers associated with Rezoning # 13-03. Please See the enclosed kilo 'rezoning which klent1 les the location o the modh Ied zoning areas 1 .i b .l� .i � within the property. LOCATION: The property is located cast and adjacent to I-81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. EXECUTIVE SUMMARY & PLANNING COMMISSION RECOMMENDATION FOR THE 01/27/16 BOARD OF SUPERVISORS MEETING: The commercial and residential zoning proposed for this property with the rezoning and proffer amendment is consistent with the current land use supported by the Comprehensive Plan. The original rezoning for Crosspointe Center, Rezoning #13-03, was consistent with the County's long range land use plan. This current request, Rezoning #12-15, remains consistent with the approved rezoning from a laud use perspective. The Planning Commission recommended approval of this request and also, as noted in the meeting summary, discussed this item thoroughly. Those items discussed included: the transportation components of the request, details of the continued approach to address community facility impacts of the residential development through the commercial credit, the Planning Commission's preference that the land identified for Government Services should be dedicated rather than reserved, and the potential to mix the type of residential units. Ultimately, the Planning Commission recommended approval of this request. The Applicant has provided a revised proffer statement dated January 4, 2016 that includes minor adjustments to address the legal comments provided by the County Attorney. With regards to the impacts associated with this request, it has been demonstrated that transportation improvements will be in place to support this additional development. VDOT has expressed their approval of the revised proffers that ensure the improvements will be secured. 0 Rezoning it12-15 Crosspointe Center January 19, 2016 Page 2 While the reorganization of the land uses within the development COLIId lead to additional traffic generation compared to what is currently approved, the resulting difference is not enough to trigger a Chapter 527 evaluation. This application retains a three phase development and associated transportation improvcnic It program, similar to the CLII'I'Cllt Ill'oflers. I-IO\VCVCI', the new proposal moves much more of the transportation impacts into Phase One. That is offset by an agreement to complete a Traffic Impact Analysis (TIA) upon the completion of 370,000 square feet of commercial and accelerate transportation improvements or make modifications if needed. Ultimately, the project will be responsible for extending Tasker Road, construction of a portion of Warrior Drive, Future Route 37, bridges over Tasker Road, and demolition of the temporary ramps to Tasker Road being constructed by VDOT. Staff has continued to point out in the report that the original proffer which provided for the dedication of area for Government Services has been modified to provide for the reservation of area for government services. The County should determine if such a modified approach is acceptable. The items identified throughout the Staff Report, and those issues discussed by the Planning Commission should be evaluated by the Board of Supervisors prior to a decision on this rezoning request. Follmving the required public hearut)Z, a dec1S[on ref.Tartfinf,, this rezottinf,J application by the Board ofSttpervisot'S 1Vottld be appt'opriate. The Applicant shottltl be prepared to atlegt/ately adth'ess all concerns rahved by the Board of'Supervisorv. 0 i Rezoning #12-15 Crosspointe Center January 19, 2016 Page 3 This report is prepared by the Frederick County Planning Stuff to provi(le in vitiation to the Planning Commission and the Board of Supervisors to assist their in leaking a (Iecisioll oil this application. It m(ly also be useful to others interested in this zoning matter. Unresolved issues concerning this application are noted bj, Staff where relevant throughout this staff report. Reviewed Action Planning Commission: 01/06/16 Recommended Approval Board of Supervisors: 01/27/16 Pending PROPOSAL: To rezone 58.30+/- acres from RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres from B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning # 13-03, and to amend the proffers associated with Rezoning #13-03. Please see the enclosed plat o remain' which Oenitl les the location o the modh led zoning (ire((s within the property. LOCATION: The property is located east and adjacent to I-81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96, and a portion 75-A-90 and 75-A-94. PROPERTY ZONING: B2 (General Business) District and RP (Residential Performance) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RA (Rural Areas) M 1 (Light Industrial) South: RP (Residential Performance) B2 (General Business) East: RA (Rural Areas) West: B2 (General Business) Use: Vacant Washington Gas Use: Residential (Lakeside/Village at Artrip) Private School/FCSA Use: Vacant/Agricultural Use: Commercial 0 0 Rezoning 1112-15 Crosspointe Center January 19, 2016 Page 4 REVIEW EVALUATIONS: Virginia Dept. of Transportation: Pleasesee aticrc/tee/ enicri/from Je%J' ineherry clatecl December 11, 2015 and most recentll, from Maltheiv Smith dated December 21, 2015. Frederick County Fire Marshal: Plans approved. Public Works Department: Plecr.se see attached letterfi•oiii 1-I(n•vey Strcnus•n);der, Ji•., P.L., Director of Public 14"orks datecl August 17, 2015. Frederick County Sanitation Authority: Please See attached letter• from Ulve L. 1'11'c'inclel, PE, Engineer -Director dated August 14, 2015. Frederick County Parks & Recreation: The proposed proffer sloes not appear to meet the monetary contributions necessary to satisfy the Parks and Recreation impacts of this development. Parks and Recreation recommends adjusting the monetary contributions proflet• to incet the current impact model standards. Winchester Regional Airport: The proposed Proffer Amendment for Crosspointe Center review has been completed. While the site is within the airspace of the Winchester Regional Airport the proposed proffer amendment will not impact operations at the Winchester Regional Airport. Frederick County Public School: Frederick County Public Schools has reviewed the Crosspointe Center proffer amendment application submitted to us on August 12, 2015. We offer the following comment: 1. The change from 200 age -restricted units to 200 possibly age restricted units is noted. This could have an impact on FCPS of as many as 80 additional students. Eighty students would increase our costs $927,000 annually and necessitate a one-time capital cost of $3,306,000. Frederick County Attorney: Please see attached letter•fi•om Roderick B. Yhilliams, Count)) Attorney, elated September 24, 2015. Final legal review of the proffer statement (lated December 15, 2015 was providedprior to the 1/6/16 Planning CO/IJIIJISSi0iJ /IJL'et%/]bT. The Applicant provrded !/ /'BV1SBl1 prgf feJ statement dated Ja/ iarj, 4, 2016 that addressed the comments made by the County Attorney. 0 Rezoning 1112-15 Crosspointe Center January 19, 2016 Page 5 PlanIling & Zoning: 1) Site History Rezoning # 13-03, Crosspointe Center, was approved by the Frederick County Board of Supervisors on February 11, 2004. This application was to rezone 574 acres from RA (Rural Areas) and B2 (General Business) to RP (Residential Performance) and B2 (General Business). More specifically, the rezoning approved 175.62 acres from RA to B2, 381.8 acres from RA to RP, and 16.95 acres fi-om B2 without proffers to B2 with proffers. The proffers that were approved with this rezoning request are unique to the properties contained in the Crosspointe Ccnter rezoning application (Rezoning #13-03). The current rezoning request (Rezoning #12-15) seeks to modify the proffers associated Nvith the original rezoning and adjust the general locations of the RP and B2 areas of coning. 2) Comprehensive Policy Plan The 2030 Comprehensive Plan is the guide for the future growth of Frederick County. Lund Use. The 2030 Comprehensive Plan and the Senseny/Eastern Frederick Area Plan provides guidance on the future development of the property. The property is located within the UDA and SWSA. Tile 2030 Comprehensive Plan identifies this property with an Urban Center land use designation. This land use designation supports commercial and residential development. The Urban Ccnter designation is envisioned to be a more intensive, walkable urban area with a larger commercial core, higher densities, and designed around some form of public space or focal point, located in close proximity to major transportation infi-astructure. In general, the proposed commercial and residential zoning for this property is consistent with the current land use supported by the Comprehensive Plan. It is recognized that the future land use would support a greater mixing and intensity of land uses, supported by a robust transportation network as is identified in the County's Road Plan, and as supported in the current zoning and approved proffers for the property. Tile original rezoning, Crosspointe Center, Rezoning #13-03, was consistent with the County's long range land use plan. This current request remains consistent with the approved rezoning from a land use perspective. Transportation. This property is impacted by key components of' the County's Eastern Road plan. Most important is the Route 37 extension, followed by Warrior Drive and Tasker Road. Each of these roads are critical to the County's planned transportation network. Implementation of these major roads is essential to accommodating local and regional traffic at acceptable level of 0 • Rezoning 1112-15 Crosspointe Center January 19, 2016 Page 6 service (LOS) Conditions throughout the study area. The original rezoning addressed these key transportation components through the approved proffer statement. It is important to evaluate this Current request in light of agreements that have been made since the approval of the original rezoning (Three -Party Agreement with VDOT and Frederick County), and the need to ensure the transportation commitments made to address the needs of the local and regional traffic are maintained and improved upon. Currently, VDOT is Constructing improvements to the Interstate 81 Exit 310 Interchange. Referred to as Phase One improvements, Construction includes the relocation of Tasker and I-Iillandale Roads to accommodate exit ramp improvements for the interchange. These improvements will enable the future extension of Route 37 east of its Current terminus through the Crosspointe property as a limited access, grade separated, roadway, pursuant to the Three - Party Agreement. With regards to transportation, the rezoning and proffer amendment seeks to clarify the remaining road improvements within the property required for the completion of the project. The rezoning and proffer amendment continues to promote a three phased approach to implementing the transportation network that is generally consistent with the original rezoning. However, the request increases the amount of commercial land use that may be developed and increases the amount of development that may be included in the first phase. To offset this increase in the first phase, the Applicant's proflCrs commit to additional T IA's Ior land use above 370,000 square feet (tile original parameters of Phase One) and the completion or advancement of improvements identified by the TIA and the proffers. In addition to adjusting the transportation commitments required for the completion of the project, the rezoning and proffer amendment modifies the locations of the commercial and residential land bays and increases the maximum commercial floor area from 960,000 square feet to 1,088,000 square feet. 3) Potential Impacts The Impact Analysis prepared for this rezoning application addresses the impacts associated with, among other things, the increased intensity of the project, the relocation of the various commercial and residential land bays, and the proposed modification of the developer obligated transportation improvements. The amount of commercial land use that may be developed on the property has increased by 128,000 square feet, from 960,000 to 1,088,000 square feet. In addition, the location of the commercial land uses has been adjusted to predominately the western portion of the property. This provides greater visibility from the Interstate 81 right-of-way. 0 Rezoning #12-15 Crosspointe Center January 19, 2016 Page 7 An additional 240,000 square feet and an additional 322 residential units are proposed in Phase One. This represents a larger amount of development in Phase One than the current zoning. Consequently, Phase Two and Phase Three have been reduced in scope. The revised land use proffer addressing residential developnlcnt would enable an additional 200 non -age restricted housing units to be developed on the property. This has the potential of introducing additional impacts oil the COUnty Sh011ld the age 1'CSt1-iCtCd Units not be constructed in favor of non -age restricted units. The value of the proffers aimed at mitigating the impacts associated with the development of this property are the same as the original proffer statement for this project which was approved in 2004. It should be recognized that the Development Impact Model projects a much higher amount in 2015. As proposed, the residential ]and use changes may allow an additional 200 residential Units that are not age restricted, thus potentially Creating additional impacts on schools. The Applicant's position that the additional commercial area planned for the project will offset the impacts to capital facilities caused by the residential development. It is recognized that the Applicant may still utilize age restricted Units within the project. It has been demonstrated that transportation improvements will be in place to support this additional development. Coordination with VDOT and the County in achieving agreement on the transportation approach has been very important. It has ensured that the proposed land uses and land use phasing, with the improvements made by VDOT in fulfillment of the Three -Party Agreement, are coordinated and acceptable. The cap of 370,000 square feet of commercial land uses triggering additional TIA and improvements, if warranted, is consistent with the current rezoning and provides a mechanism for addressing the impacts to the satisfaction of VDOT. Site Access and Transportation. The current proffer statement directly ties the amount of development, the phasing of the land uses, to road improvements. Previously, the Applicant demonstrated that the transportation improvements would be completed with the appropriate amount of development. The proposed proffer statement continues to tie the land use to the needed transportation improvements. The addition of a proffer tying the increased development in the first phase to a TIA, with the guarantee that additional transportation improvements would be provided to support this development, maintains a level of consistency with the original proffers and ensures the developnlcnt remains tied to the road improvements. This addresses the question of what is stopping the next phase of development fi-om not touching or necessitating the necessary transportation improvements. The application therefore links the land use to the transportation improvements to a greater extent. Environment. The application continues to provide for a comprehensive trail network linking the development land bays with historic park areas and stream corridors within the site and adjacent U Rezoning 1112-15 Crosspointe Center January 19, 2016 Page 8 developments. The Stream Preservation Buffer Arcas have been identified as in the approved rezoning and GDP. Particular attention has been paid to the stream buffer area and potential trail connectivity along the Opequon Creek. This linear feature is supported in the Senseny/Eastern Frederick Area Plan. historical. The area identified as Historic Park in the western part of the property, north of future Route 37 has been modified and is smaller than in the original five acres identified in the original GDP. Tliis historic preservation parcel immediately surrounds the I-Iillandale House. The change was necessitated by the additional right-of-way VDOT rcquircd for the completion of the Interstate 81, Exit 310 Interchange. The proffer has been further modified to allow for the adaptive reuse Of the structure which may include a commercial type use. The other commitments made in the original rezoning from a historical perspective, the preservation of Camp Russell and the Carysbrook Redoubt, remain consistent. Col)lrllunily Facilities. The application addresses the potential impact to community facilities by maintaining the proffer values of the original rezoning for Fire and Rescue, Schools, Parks, Libraries, Sheriff, and Administration. It is important for Staff to point out that the original proffer which provided for the dedication o f Urea for Go}'er not ent Service's has been mod[ fled to provide for the reservation of area for government services. The difference between dedication and reservation Is significant. The area for government services is nine acres in size and would be located within the Pliase One commercial area. The reservation is for a period of five years. No value has been attributed to the acreage and the cost to the County has not been determined. Previously, the dedication was at no cost to the County, it was for three years with an additional two year extension. Further, in lieu of the dedication, the Applicant would pay to the County $200,000. The County should determine if such a modified approach Is acceptable. It is also important to recognize that the Comity's Capital Improvement Plan (CIP) has consistently recognized the need for a new fire and rescue station (#22) in the immediate vicinity of the Crosspointe Center project. 4) Proffer Statement Original Date of Proffers August 27, 2003 (Revised and Approved January 23, 2004). Revised proffers dated August 7, 2015, December 15, 2015, and most recently, January 4, 2015. Final legal review of the proffer statement dated December 15, 2015 wasprovided prior to the 116116 Planning Coniniisslon meeting. The Applicant provided a revised prof fell. statement dated January 4, 2016 that addressed the comments [[lade by the County Attorney. 0 0 Rezoning # 12-15 Crosspointe Center January 19, 2016 Page 9 In general, the proffer statement; • provides for the phased development of land use and transportation with provisions that the project shall be developed in three phases; • includes a Generalized Development Plan (GDP) that illustrates the pliascd development; • provides for development related items such as architecture, signage, and landscaping, a pedestrian trail system and recreation areas, environmental and Cultural resource preservation; • provides for Community facility impacts by continuing to proffer amounts consistent with the original rezoning; and • proposes an area of reservation for government services. Aspointed out Ill the report, it should be (letel mined if the Change f om tletlleation to reser),ation of this area lS acceptable. STAFF CONCLUSIONS FOR THE 01/06/16 PLANNING COMMISSION MEETING: The commercial and residential zoning proposed for this property with the rezoning and proffer amendment is consistent with the current land use supported by the Comprehensive Plan. The original rezoning for Crosspointe Center, Rezoning #13-03, was consistent with the County's long range land use plan. This current request, Rezoning # 12-15, remains consistent with the approved rezoning fi•om a land use perspective. With regards to the impacts associated with this request, it has been demonstrated that transportation improvements will be in place to support this additional development. VDOT has expressed their approval of the revised proffers that ensure the improvements will be secured. While the reorganization of the land uses within the development could lead to additional traffic generation compared to what is Currently approved, the resulting difference is not enough to trigger a Chapter 527 evaluation. This application retains a three phase development and associated transportation improvement program similar to the Current proffers. However, the new proposal moves much more of the transportation impacts into Phase One. That is offset by an agreement to complete a traffic impact analysis (TIA) upon the completion of 370,000 square feet of commercial and accelerate transportation improvements or make modifications if needed. Ultimately, the project will be responsible for extending Tasker Road, Construction of a portion of Warrior Drive, Future Route 37, bridges over Tasker Road, and demolition of the temporary ramps to Tasker Road being constructed by VDOT. Staff has pointed out in the report that the original proffer which provided for the dedication of area for Government Services has been modified to provide for the reservation of area for government services. The County should determine if sucli a modified approach is acceptable. 0 is Rezoning 1112-15 Crosspointe Center January 19, 2016 Page 10 PLANNING COMMISSION SUMMARY AND ACTION FROM THE 01/06/16 MEETING: Deputy Director, Michael T. Ruddy and Deputy Director of Transportation, John A. Bishop, presented the staff report to the Planning Commission. Commissioner Thomas Inquired Is It a comparable value of having UDOT do the work at Exit 3 10 to Nvhat the developer has offered for going to a limited access for Route 37 and the bridges. Mr. Bishop noted it appears to be comparable. Commissioner Thomas noted it does not appear we will be getting much of Warrior Drive completed. Mr. Bishop highlighted we will actually be getting a significant portion of this road completed. Mr. Ruddy presented the additional impacts associated with this request: recognizes the DIM (Development Impact Model) values and the Applican's approach; consistent with the original rezoning; commercial revenue more than offsets the residential units especially with the additional commercial square footage allowances; 200 residential units with age restricted condition has been removed. Mr. Ruddy reported the original proffer statement included a proffer which provided for the dedication of an area for Government Services. This proffer has been modified fi-om a dedication of nine acres to Government Services to a reservation of an area within a specific location for Government Services. Mr. Ruddy concluded an additional review document from the County Attorney is available for review if needed. Commissioner Oates inquired about the reservation for Government Services and will the County be obligated to pay. Mr. Ruddy explained the reservation area is located in Phase One; the details are yet to be determined and would put the County in the position to negotiate. Commissioner Marston inquired if the nine acres ended up being five acres because of the right-of-way for the Exit 310 ramps. Mr. Ruddy explained that is a slightly different component because there are two historical sites one being around the Hillendalc House which was reduced from five aces to three acres for the right-of-way that was needed. Commissioner Thomas noted in 2003/2004 the impact model was much different and if the current proposed rezoning were ran under the current model would the monetary contributions being provided be similar or be adequate with the current model. Mr. Ruddy explained it would most likely be a little different but would estimate the commercial contribution would still turn out to be a positive, however it is important to recognize we do not run the DIM when we compare the residential to the commercial. I-Ie continued the Board of Supervisor's policy is to recognize that each residential unit today generates all amount per unit, and then the Applicant has to demonstrate wily their project would provide that offset. Commissioner Thomas noted originally the housing types were a little more specific and now it appears to be a little more wide open and does that cause Staff any concern. Mr. Ruddy responded it does not cause concern and the flexibility in the housing types is appropriate. 9 11 Rezoning #12-15 Crosspointe Center January 19, 2016 Page I 1 Mr. John Foote representing the Applicant care forward and began by noting VDOT has come through Nvith the funds for the Exit 310 interchange and this undertaking by VDOT has taken the initial burden off the Applicant of the upfront costs associated with the development. Mr. Foote continued this presented an opportunity due to the layout of the property to increase the amount Of commercial development that would be permissible. Mr. Foote noted the changes to this rezoning versus the previous rezoning are relatively small. He elaborated that some commercial has been moved from the back of the project to the front and the Applicant has eliminated the mandatory assisted living/age restricted housing and made it a market option. Mr. Foote addressed the traffic impacts and he noted a specific item to observe is the 370,000 square foot completion agreement and there will be a re -study at that point to see if the triggers are functioning or not and ]low they call be improved. Mr. Foote continued with this agreement VDOT determined it was satisfied and this will be what protects the road connection and also protects the Exit 310 interchange. COrninissioner Oates inquired as to Nvhy the switch from dedication to reservation? Mr. Foote explained the dedication provision in the previous rezoning proffers was time restricted and expired at the five year limitation. He noted the other reason the Applicant has gone with a reservation versus the dedication has to do with what VDOT requested Of the Applicant and the consequences of VDOT's design of the Exit 310 interchange which has taken a substantially larger amount Of right-of-way off this project than what was originally anticipated. I-Ie noted the concern was that the Applicant was not recovering that value in sore way, therefore rather than making an absolute dedication they chose the reservation route because they need to recapture some Of the lost land value. Commissioner Thomas inquired if mixed housing is planned or when will that be determined. Mr. Foote responded no, the market will determine this and nothing has been decided at this point. Commissioner Oates noted he is concerned with the reservation and believes it needs further discussion. Commissioner Thomas agreed with Commissioner Oates and Ile would like to have more specifics on housing. Commissioner Manuel supports this proposal and feels the commercial versus residential is a positive factor. Commissioner Molin commented he is generally comfortable with this rezoning; lie recognized the reasoning behind the change from dedication to reservation and is comfortable with giving flexibility to the residential component. Commissioner Molin asked his fellow Commissioners what type of ]lousing they would prefer. Commissioner Thomas commented lie would like to see a mix and would like a commitment on this from the developer. Commissioner Dunlap commented based on the presented documents lie is in favor of this project and he is not concerned with the dedication versus reservation. Commissioner Unger coniniented the market will dictate what type of housing will be needed in this area and lie is in support of this rezoning. A motion was made, seconded, and passed unan1111OlrSly to recommend approval Of this rezoning. Abstain: Kenney Absent: Crockett • 0 Rezoning It 12-15 Crosspointe Center January 19. 2016 Page 12 EXECUTIVE SUMMARY & PLANNING COMMISSION RECOMMENDATION FOR TI-IE 01/27/16 BOARD OF SUPERVISORS MEETING: The commercial and residential zoning proposed for this property with the rezoning and proffer amendment is consistent with the current land use Supported by the Comprehensive Plan. The original rezoning for Crosspointe Center, Rezoning #13-03, was consistent with the County's long range land use plan. This current request, Rezoning # 12-15, remains consistent With the approved rezoning fi"orll a land use perspective. The Planning Commission recommended approval of this request and also, as noted in the meeting SLImmary, discussed this item thoroughly. Those itCIl1S discussed iIICluded: the transportation components of the request, details of the continued approach to address community facility impacts of the residential development through the Commercial credit, the Planning Commission's preference that the land identified for Government Services should be dedicated rather than reserved, and the potential to mix the t)q)e of residential units. Ultimately, the Planning Commission recommended approval of this request. The Applicant has provided a revised proffer statement dated January 4, 2016 that includes minor adjustments to address the legal comments provided by the County Attorney. With regards to the impacts associated Nvith this request, It has been demonstrated that transportation improvements will be in place to support this additional development. VDOT has expressed their approval of the revised proffers that ensure the improvements will be secured. While the reorganization of the land uses Withlll the development could lead to additional traffic generation compared to what is currently approved, the resulting difference is not enough to trigger a Chapter 527 evaluation. This application retains a three phase development and associated transportation improvement program, similar to the current proffers. However, the new proposal moves ]Much more of the transportation impacts into Phase One. That is offset by an agreemeIlt to complete a Traffic Impact Analysis (TIA) upon the completion of 370,000 square feet of commercial and accelerate transportation improvements or make modifications if needed. Ultimately, the project will be responsible for extending Tasker Road, construction of a portion of Warrior Drive, future Route 37, bridges over Tasker Road, and demolition of the temporary ramps to Tasker Road being constructed by VDOT. Staff has continued to point out in the report that the original proffer which provided for the dedication of area for Government Services has been modified to provide for the reservation of area for government services. The County should determine if such a modified approach is acceptable. The items identified throughout the Staff Report, and those issues discussed by the Planning Commission should be evaluated by the Board of Supervisors prior to a decision on this rezoning request. i 0 Rezoning 1112-15 Crosspointe Center January 19, 2016 Page 13 Followittk, the required pttbltc heai7ttQ, a decision regarding this re7.ottinA, application bi, the Board of'Sitpervisors tvoctld be appropriate. The Applicant should be pt•epltred to adequately address all cottcerlts r(iised by the Board of'Supervisors. 0 • REZONING APPLICATION #12-15 CROSSPOINTE CENTER Staff Report for the Planning Commission Prepared: December 28, 2015 Staff Contacts: Michael T. Ruddy, AICP, Deputy Director John Bishop, AICP, Deputy Director - Transportation Reviewed Action Planning Commission: 01/06/16 Pending Board of Supervisors: 01/27/16 Pending PROPOSAL: To rezone 58.30+/- acres from RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres from B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning It 13-03, and to amend the proffers associated with Rezoning #13-03. Please See the enclosed plat o re--onTn 7 which i(lentl les the location o the mo(l leC% zoning Llre(ts within the properlY. LOCATION: The property is located east and adjacent to I-81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. EXECUTIVE SUMMARY & STAFF CONCLUSIONS FOR THE 01/06/16 PLANNING COMMISSION MEETING: The commercial and residential zoning proposed for this property with the rezoning and proffer amendment is consistent with the current land use supported by the Comprehensive Plan. The original rezoning for Crosspointe Center, Rezoning #13-03, was consistent with the County's long range land use plan. This current request, Rezoning # 12-15, remains consistent with the approved rezoning from a land use perspective. With regards to the impacts associated with this request, it has been demonstrated that transportation improvements will be in place to support this additional development. VDOT has expressed their approval of the revised proffers that ensure the improvements will be secured. While the reorganization of the land uses within the development could lead to additional traffic generation compared to what is currently approved, the resulting difference is not enough to trigger a Chapter 527 evaluation. This application retains a three phase development and associated transportation improvement program similar to the current proffers. However, the new proposal moves much more of the transportation impacts into Phase One. That is offset by an agreement to complete a traffic impact analysis (TIA) upon the completion of 370,000 square feet of commercial and accelerate transportation improvements or make modifications if needed. Ultimately, the project will be responsible for extending Tasker Road, construction of a portion of Warrior Drive, Future Route 37, Bridges over Tasker Road, and demolition of the temporary ramps to Taskcr being constructed by VDOT. • Rezoning #12-15 Crosspointe Center December 28, 2015 Page 2 Staff has pointed out in the report that the original proffer which provided for the dedication of area for Government Services has been modified to provide for the reservation of area for government services. The County should determine if such a modified approach is acceptable. Following the required public hearing, a recommendation regarding this rezoning application to the Board of Supervisors would be appropriate. The applicant should be prepared to adequately address all concerns raised by the Planning Commission. C� • Rezoning 1112-15 Crosspointe Centcr December 28, 2015 Pagc 3 This report is prepared by the Frederick County Planning Staf f to provide in formation to the Planning Commission and the Board of Supervisor to assist them in making a decision on this application. It m(y also be useful to others interested in this zoning matter. Unresolved issues concerning this application are noted 1)1, Staff Where relevant throughout this staff report. Reviewed Action Planning Commission: O1/06/16 Pending Board of Supervisors: 01/27/16 Pending PROPOSAL: To rezone 58.30+/- acres fi•om RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres fi-om B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning #13-03, and to amend the proffers associated with Rezoning #13-03. Please see the enclosed plat o re_onin J which itlenft !es Me location o the rnodi iecl Zoning areas within the property. LOCATION: The property is located east and adjacent to I-81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. MAGISTERIAL DISTRICT: Shawnee PROPERTY ID NUMBERS: 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96, and a portion 75-A-90 and 75-A-94. PROPERTY ZONING: B2 (General Business) District and RP (Residential Performance) District PRESENT USE: Vacant ADJOINING PROPERTY ZONING & PRESENT USE: North: RA (Rural Areas) Use: Vacant M1 (Light Industrial) Washington Gas South: RP (Residential Performance) Use: Residential (Lakeside/Village at Artrip) B2 (General Business) Private School/PCSA Bast: RA (Rural Areas) Use: Vacant/Agncultural West: B2 (General Business) Use: Commercial Rezoning #12-15 Crosspointe Center December 28, 2015 Page 4 REVIEW EVALUATIONS: Virl4inia Dept. of Transportation: Please see attached email from JeffLineberry dated December 11, 2015 and most recently from Matthew Smith dated December 21, 2015. Frederick County Fire Marshal: Plans approved. Public Works Department: Please see attached letterfrom Harvey Strawsnyder, Jr., P.E., Director of Public Works dated August 17, 2015. Frederick County Sanitation Authority: Please see attached letter from Uwe E. Weindel, PE, Engineer -Director dated August 14, 2015. Frederick County Parks & Recreation: The proposed proffer does not appear to meet the monetary contributions necessary to satisfy the Parks and Recreation impacts of this development. Parks and Recreation recommends adjusting the monetary contributions proffer to meet the current impact model standards. Winchester Regional Airport: The proposed Proffer Amendment for Crosspointe Center review has been completed. While the site is within the airspace of the Winchester Regional Airport the proposed proffer amendment will not impact operations at the Winchester Regional Airport. Frederick County Public School: Frederick County Public Schools has reviewed the Crosspointe Center proffer amendment application submitted to us on August 12, 2015. We offer the following comment: 1. The change from 200 age -restricted units to 200 possibly age restricted units is noted. This could have an impact on FCPS of as many as 80 additional students. Eighty students would increase our costs $927,000 annually and necessitate a one-time capital cost of $3,306,000. Frederick County Attorney: Please see attached letterfirom RoderickB. Williams, County Attorney, dated September 24, 2015. Final legal review of the most recent proffer statement dated December 15, 2015 is anticipated prior to the 116116 Planning Commission meeting. Rezoning it12-15 Crosspointe Center December 28, 2015 Page 5 Planning & ZoniIf,,: 1) Site History Rezoning #13-03, Crosspointe Center, was approved by the Frederick County Board of Supervisors on February 11, 2004. This application was to rezone 574 acres from RA (Rural Areas) and B2 (General Business) to RP (Residential Performance) and B2 (General Business). More specifically, the rezoning approved 175.62 acres from RA to B2, 381.8 acres from RA to RP, and 16.95 acres from B2 without proffers to B2 with proffers. The proffers that were approved with this rezoning request are unique to the properties contained in the Crosspointe Center rezoning application (Rezoning #13-03). The current rezoning request (Rezoning #12-15) seeks to modify the proffers associated with the original rezoniIg and adjust the general locations of the RP and B2 areas of zoning. 2) CompreheIsiye Policy Plan The 2030 Comprehensive Plan is the guide for the future growth of Frederick County. Laid Use. The 2030 Comprehensive Plan and the Senscny/Eastern Frederick Area Plan provides guidance on the future development of the property. The property is located within the UDA and SWSA. The 2030 Comprehensive Plan identifies this property with an Urban Center land use designation. This land use designation supports commercial and residential development. The Urban Center designation is envisioned to be a more intensive, walkable urban area with a larger commercial core, higher densities, and designed around some form of public space or focal point, located in close proximity to major transportation infrastructure. In general, the proposed commercial and residential zoning for this property is consistent with the curreIlt laIld use supported by the Comprehensive Plan. It is recognized that the future land use would support a greater mixing and intensity of land uses, supported by a robust transportation network as is identified in the County's Road Plan, and as supported in the current zoning and approved proffers for the properly. The original rezoning, Crosspointe, Rezoning #13-03, was consistent with the County's long range land use plan. This current request remains consistent with the approved rezoning from a land use perspective. Transportation This property is impacted by key components of' the County's Eastern Road plan. Most important is the Route 37 extension, followed by Warrior Drive and Tasker Road. Each of these roads are critical to the County's planned transportation network. Implementation of these Rezoning #12-15 Crosspointe Center December 28, 2015 Page 6 major roads is essential to accommodating local and regional traffic at acceptable level of service (LOS) conditions throughout the study area. The original rezoning addressed these key transportation components through the approved proffer statement. It is important to evaluate this current request in light of agreements that have been made since the approval of the original rezoning (Three -Party Agreement with VDOT and Frederick County), and the need to ensure the transportation commitments made to address the needs of the local and regional traffic are maintained and improved upon. Currently, VDOT is constructing improvements to the Interstate 81, Exit 310 Interchange. Referred to as Phase One improvements, construction includes the relocation of Tasker and Hillandale Roads to accommodate exit ramp improvements for the interchange. These improvements will enable the future extension of Route 37 east of its current terminus through the Crosspointe property as a limited access, grade separated, roadway, pursuant to the Three - Party Agreement. With regards to transportation, the rezoning and proffer amendment seeks to clarify the remaining road improvements within the property required for the completion of the project. The rezoning and proffer amendment continues to promote a three phased approach to implementing the transportation network that is generally consistent with the original rezoning. However, the request increases the amount of commercial land use that may be developed and increases the amount of development that may be included in the first phase. To offset this increase in the first phase, the Applicant's proffers commit to additional TIA's for land use above 370,000 square feet (the original parameters of Phase One) and the completion or advancement of improvements identified by the TIA and the proffers. In addition to adjusting the transportation commitments required for the completion of the project, the rezoning and proffer amendment modifies the locations of the commercial and residential land bays and increases the maximum commercial floor area from 960,000 square feet to 1,088,000 square feet. 3) Potential Impacts The Impact Analysis prepared for this rezoning application addresses the impacts associated with, among other things, the increased intensity of the project, the relocation of the various commercial and residential land bays, and the proposed modification of the developer obligated transportation improvements. The amount of commercial land use that may be developed on the property has increased by 128,000 square feet, from 960,000 to 1,088,000 square feet. In addition, the location of the commercial land uses has been adjusted to predominately the western portion of the property. This provides greater visibility fi•om the Interstate 81 right-of-way. Rezoning 1112-15 Crosspointe Center December 28, 2015 Page 7 An additional 240,000 square feet and an additional 322 residential units are proposed in Phase One. This represents a larger amount of clevclopment in Phase One than the current zoning. Consequently, Phase Two and Phase Thrce have been reduced in scope. The revised land use proffer addressing residential dcvelopmcnt would enable an additional 200 non -age restricted ]lousing units to be developed on the property. This has the potential of introducing additional impacts on the County should the age restricted units not be constructed in favor of non -age restricted units. The value of the proffers aimed at mitigating the impacts associated with the development of this property are the same as the original proffer statement for this project which was approved in 2004. It should be recognized that the Development Impact Model projects a much higher amount in 2015. As proposed, the residential land use changes may allow an additional 200 residential units that are not age restricted, thus potentially creating additional impacts on schools. The Applicant's position that the additional commercial area planned for the project will offset the Impacts to capital facilities caused by the residential development. It is recognized that the Applicant may still utilize age restricted units within the project. It has been demonstrated that transportation improvements will be in place to support this additional development. Coordination with VDOT and the County in achieving agreement on the transportation approach has been very important. It has ensured that the proposed land uses and land use phasing, with the improvements made by VDOT in fulfillment of the Three -Party Agreement, are coordinated and acceptable. The cap of 370,000 square feet of commercial land uses triggering additional TIA and improvements, if warranted, is consistent with the current rezoning and provides a mechanism for addressing the impacts to the satisfaction of VDOT. Site Access cmcl Trynsportatron. The current proffer statement directly ties the amount of development, the phasing of the land uses, to road improvements. Previously, the Applicant demonstrated that the transportation improvements would be completed with the appropriate amount of development. The proposed proffer statement continues to tie the land use to the needed transportation improvements. The addition of a proffer tying the increased development in the first phase to a TIA, with the guarantee that additional transportation improvements would be provided to support this development, maintains a level of consistency with the original proffers and ensures the development remains tied to the road improvements. This addresses the question of what is stopping the next phase of development fi-om not touching or necessitating the necessary transportation improvements. The application therefore links the land use to the transportation improvements to a greater extent. Environmeirt. The application continues to provide for a comprehensive trail network linking the development land bays with historic park areas and stream corridors within the site and adjacent Rezoning #12-15 Crosspointe Center December 28, 2015 Page 8 developments. The Stream Preservation Buffer Areas have been identified as in the approved rezoning and GDP. Particular attention has been paid to the stream buffer area and potential trail connectivity along the Opequon Creek. This linear feature is supported in the Senseny/Eastern Frederick Area Plan. Historical. The area identified as Historic Park in the western part of the property, north of future Route 37 has been modified and is smaller than in the original five acres identified in the original GDP. This historic preservation parcel immediately surrounds the Hillandale House. The change was necessitated by the additional right-of-way VDOT required for the completion of the Interstate 81, 310 Interchange. The proffer has been further modified to allow for the adaptive reuse of the structure which may include a commercial type use. The other commitments made in the original rezoning fi•om a historical perspective, the preservation of Camp Russell and the Carysbrook Redoubt, remain consistent. Comrnunity Facilities. The application addresses the potential impact to community facilities by maintaining the proffer values of the original rezoning for Fire and Rescue, Schools, Parks, Libraries, Sheriff, and Administration. It is important for Staff to point out that the original proffer which provided for the dedication of area for Government Services has been modified to provide for the reservation of area for government services. The difference between dedication and reservation is significant. The area for government services is nine acres in size and would be located within the Phase 1 commercial area. The reservation is for a period of five years. No value has been attributed to the acreage and the cost to the County has not been determined. Previously, the dedication was at no cost to the County, it was for three years with an additional two year extension. Further, in lieu of the dedication, the Applicant would pay to the County $200,000. The County should determine if such a modified approach is acceptable. It is also important to recognize that the County's Capital Improvement Plan (CIP) has consistently recognized the need for a new fire and rescue station (#22) in the immediate vicinity of the Crosspointe Center project. 4) Proffer Statement Original Date of Proffers August 27, 2003 (Revised and Approved January 23, 2004). Revised proffers dated August 7, 2015, and most recently, December 15, 2015. Final legal review of the most recent proffer statement dated December IS, 2015 is anticipated prior to the 116116 Planning Commission meeting. The County Attorney will .forward those comments to the Applicant and the Planning Commission. Rezoning /112-15 Crosspointe Center December 28, 2015 Pagc 9 III general, the proffer statement; • provides for the phased development of' land use and transportation with provisions that the project shall be developed in three phases; • includes a Generalized Development Plan (GDP) that illustrates the phased development; • provides for development related itcnlS such as architectLn•c, signage, and landscaping, a pcdestrlan trail system and reCl'cation areas, environmental alld CLIltLII'al 1'CSOLII'CC I)1'CSCI'vatloll; • provides for COnlnlunity facility impacts by C0Ilt111UlIlg to 1)1'0ffCl' a111OLIntS COI1SIStCIIt With the original rezoning; and • proposes an area of reservation fol' govei-nincllt SCI'viecs. As pointed out in the report, it should be determined rf the change from dedication to reservation of this area rs acceptable. STAFF CONCLUSIONS FOR THE 01/06/16 PLANNING COMMISSION MEETING: The commercial and residential zollillg proposed for this property With the rezoning and proffer amendment is consistent with the current land LISC Supported by the Comprehensive Plan. The original rezoning for Crosspointe Center, Rezoning #13-03, was consistent with the COn1Ity'S long range land use plan. This Current request, Rezoning # 12-15, remains consistent with the approved rezoning from a land use perspective. With regards to the impacts associated With this request, It has been demonstratcd that transportationl improvements will be in place to support this additional development. VDOT has expressed their approval of the revised proffers that ensure the improvements will be secured. While the reorganization Of the land uses within the development could lead to additional traffic generation compared to what is currently approved, the resulting difference is not enough to trigger a Chapter 527 evaluation. This application retains a three phase development and associated transportation improvement program similar to the CLII'I'Cllt 1)1'0IfCI'S. However, the new proposal moves much more of the transportation impacts into Phase One. That is offset by an agreement to complete a traffic impact analysis (TIA) upon the completion of 370,000 square feet of commercial and accelerate transportation improvements or make modifications if heeded. Ultimately, the project will be responsible for extending Tasker Road, construction of a portion Of Warrior Drive, Future Route 37, Bridges over Tasker Road, and demolition of the temporary ramps to Tasker being constructed by VDOT. Staff has pointed out in the report that the original proffer which provided for the dedication of area for Government Services has been modified to provide for the reservation of area for government services. The County should determine if such a modified approach is acceptable. Following the required public hearing, a recommendation regarding this rezoning application to the Board of SuperVlSor'4 would be appropriate. The applicant should be prepared to adequately addreas all concerns raised by the Planning Cormni.vion. • • REZONING PROPERTY RECORD OWNER: APPLICANT: PROJECT NAME: ORIGINAL DATE OF PROFFERS: REVISION DATA AMENDED PROFFER STATEMENT PROFFER CONDITION AMENDMENT: REVISION DATA: RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 7.5-A-90 and 75-A-94 (the "Property") Glalze Developments, Incorporated, a Virginia corporation. Glalze Developments, Incorporated, a Virginia corporation Crosspointe Center (the "Project") August 27, 2003 October 22, 2003 January 23, 2004 August 7, 2015 November 20 , 2015 December 15, 2015 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the clay following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full force and effect. 1 P0610295.DOCx / I Comparison of Proffers November 20 submission to December 15 submission 004346 0000021 Page I of 13 • Crosspointe Center Proffer Condition Amendment The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated October 9, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("132") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal IP0610295.DOCX / I Comparison of Proffers November 20 Submission to December 15 Submission 004346 000002) Page 2 of 13 0 • Crosspoinie CenterCenler Pru%/' r Condition Antendinew requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of* a restrictive covenant with respect to the residential portion of the Project, and any 1-lonleowners' ASSOclatioll created with respect thereto shall have assigned responsibility for the enforcement and administration Of the Said covenant. C. Transportation improvements shall be associated with and initiated with each Phase of' the Project as set forth. It is the Applicant's intent to utilize public road funding, as it may be available for portions of this Projcct, provided, however, that the responsibility for callSillg required construction to Occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the mininlunl necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial clevelopment other than that set forth in Proffer I (I3), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, 11, and III, as follows: I. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dWC1l111g 11111tS, On the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are aS follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated-, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road improvements, and the Applicant shall have no further obligation with respect thereto except as provided.2 ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. '- For clarity in the interpretation and enforcement of these Amended Proffers, the I P0610295.DOCx / I Comparison of Proffers November 20 Submission to December 15 Submission 004346 0000021 Page 3 of 13 i Crosspointe Center Proffer Condilion Arnendmew (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road fi•om Point "H" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617tb residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to `B", "E" to "G", "F" to "G", "G" to "H", and "H" to "1" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route 11 west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. { P0610295.DOCX / I Comparison of Proffers November 20 Submission to December 15 submission 004346 000002 Page 4 of 13 0 • Crosspoinle Center Prolki- Condilion Amendment shall not commence until occupancy permits have been ISSLICCI for the 370,000 Square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelllllg llllitS. a) Phase II Transportalloll IIII prowillellts. (i). The following traffic improvements shall be designed and Constructed during the Applicant's development of its Phase 11, and shall be completed prior to issuance of the first OCCIIpallCy permit in that Phase II, unless noted otherwise herein. The exact location and design Of Such improvements shall be in Substantial conformance with the Revised GDP but shall be Subject to reasonable adjustment upon final engineering thereof. (ii). If not ah-cady otherwise Constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from ROLite 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP)) including the right of' way from Hoge Run to the northeastern limits Of' tlX map parcel 75-A-94, upon written request Of the County after others have developed all engineered plait 101- the COIISIrLlCti011 of a road connection to Point L from the north toward Paper Mill Road. If' such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and conStl•uct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct it bridge across Hogue Run. The Applicant shall design and COIIStRlCI Lithe first two- lanes of a four lane e'ctell$i� ROute 37 ,IS a 1111111CC1 ICCCSS I'Llral principal arterial I.OLItC fl,0111 Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP)-,pFoA-ideE! t-hllt t-hcA4ppl-ie tilt shall -list be l-equifed-te-); design and consU-uct bridge lefell?+lceel-itl-Nle Three-I^Agj-ee ,ent-tit a 3-lane bridge over Taslcer Road (Point "&-e*eept-as redililtcl-b��t�icue-1'r<7f-fe}tnc ceniSte}�t1}�")• anti design and construct a portion of the interchange at Warrior Drive (Point "M") In accordance with tfl£--T-1wee —Patty Ag-reemeiiNDOT's GS-1 design standards" . .' The Warrior interchange improvements in Phase 11 of' the Project shall include only the construction of' necessary on and of*f' ramps from ROLlte 37 to Warrior Drive On the west Side of the interchange and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior Drive interchange. The Applicant Shall amend the Crosspointe Master Development Plan ("MDP"), if it has not ah-eady done so to reflect construction Of ROLl1e 37 to include two, three -lane, bridges across Tasker Road and two two-lane bride cs across Warrior Drive, as the _ultimate configuratio❑ of the Improvements and the Construction of Route 37 throu911 the 1 P0G10295.DOCx / I Con) parisoil of Proffers November 20 Submission to December 15 Submission 004346 000002 ) Page 5 of 13 i I] Crosspointe Center Proffer Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase IIl, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two Wirral -lanes of the four lane Route 37 as a limited access rural principal arterial route, from theinteFJEetimoB=w�Tasker Road to Warrior Drive.. (Points "G" to "M" on the Revised GDP}:) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsite properties to intersect with Tasker Road (S.R. 642) (at Point "N") or with links provided by others to U.S. Route 522. (At Point "M"); or 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (At Point Property_ ' The Phase III Warrior Drive interchange improvements shall include only construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. { P0610295.DOCX / I Comparison of Proffers November 20 submission to December 15 submission 004346 0000021 Page 6 of 13 0 • Crosspoinie Censer Pro%%er Condition Ametdnrew "L"); or 3_A revised =Fransp enTraffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-Ol-Way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right -of' -way to allow for interchanges at the intersections of I-S 1 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time oI Master Plan approval. b) The area Outside of the 90' to 110' right-of-way required 1,01. Route 37 shall be planned as open space, and in the event a program is funded to provide for an upgraded roadway with a full Llrban IlltCI'Challgc at Warr101- DI"IVC, Such right -Of -way shall be dedicated at no cost to the County. (Points "L" to "G" and "G" to "M" "and "M" to the -c-:�i���i-rrn 2)-.eastern boundary Of the Prop(2rty. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance Or road connections to Route 37 shall be allowed without the express approval of' Frederick County and VDOT. Future access to Point "G" may I_eC1lI1rC improvements by the developer as a result of a TIA analysis by the dcvcloper to determine if additional development may proceed in excess of the 370,000 ft.2 of* commercial/retail gross leasable floor area as outlined in proffer II A. Lb. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month hollowing the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic On Route 37 and within Crosspointe, after the completion of* the western hall of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the cast or to properties to the north Or South by means of an extended Warrior Drive, whichever first Occurs, and in either such case (c) the development of' Crosspointe has commenced. The two -month removal window will be within the normal construction nxnitilS oh April throw>h October and the work may Cal'I'y OVCI- illtO a SL1bsegllent C011Struct1011 season if the entire two -month time Frame is not available in the COI]Stl-LICti011 SCaSoil that the work commences. The temporary ramp right- of-way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. P0610295.DOCx / I Comparison of Proffers November 20 Submission to December 15 Submission 004346 000002 Page 7 o1' 13 9 0 Crosspoinle Center Prol er Condition Amendntenl III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tasker Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Volunteer Fire Department providing service to the Project as first responder, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase 11 and Phase I11, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. (P0610295.DOCX / I Comparison of Proffers November 20 submission to December 15 submission 004346 000002) Page 8 of 13 Crosspoin/e Center Prolki- C'ondirion Amewhnen/ VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance 01' an occupancy permit 1'01- each such unit with the exception of age -restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit For recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance o1' an occupancy permit fbr each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit 1'or the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the Slinl o1 $5,000.00 to be used for Construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter 'TIOA") that shall be responsible for the ownership, maintenance and rcpalr Of all common areas, 111Cllyding any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) Common solid waste disposal programs, including Curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility 1'or the 1 P0G 10295.DOCX / I Comparison of Proffers November 20 submission to December 15 submission 004346 0000021 Page 9 of 13 LJ Crosspoinle Center Proffer Condilion Amendment 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 HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. I P0610295.DOCX / I Comparison of Proffers November 20 Submission to December 15 Submission 004346 000002 ) Page 10 of 13 0 • Crosspointe Center Pro%%c,r Condition Amendment XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale HOLISC for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive rC-use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounCliIlly the HOLISC, as generally depicted on the Revised GDP. B. The Applicant shall create a ten -acre preservation park Immediately sllr1'01111dillg the encampment area associated with Camp Russell, as generally depicted oil the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted On the Revised GDP. D. Prior to the commencement O1 any land diSIUrbing activities oil the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any IZOute 37 Final Environmental Impact Statement/Section 4(I) Evaluation (tile "FEIS") Conducted by VDOT or others. In the event that such a Phase I study indicates that I'urther study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant COnstl'ucts the extension Of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that C011Sll'L1Cti011 with the Federal Highway Administration (" FI-IWA"), the Virginia State Historic Preservation Officer (" SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of' Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological leatlll'CS identified during a Phase I study will be evaluated in accordance with Virginia Department o1' Historic Resources ("VDHIZ") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County tO mitigate any adverse effects that may result from the proposed Project. G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for Ownership and maintenance for a period of 12 months hollowing the approval of the first site Of subdivision plan for the Project. I1' the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one Or more homeowners' of property owners' associations as may be determined by the Applicant. XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres oh land in tI1, b 10eation :'hoNv n On the Phase 1 Commercial area Ior the 1 1'0610295.DOCx / I Comparison of Proffei:s November 20 Submission to December 15 Submission 004346 000002 ) Page 1 1 of 13 0 0 Crosspoinle Center- Proffer Condition Amendment placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. XVL ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid for a period not to exceed 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES ( P0610295.DOCX / I Comparison of Proffers November 20 submission to December 15 submission 004346 000002 ( Page 12 of 13 Crosspoinle Cenler Pro%%er Condilion Amenrhilew GLAIZE DEVELOPMENTS, INCORPORATED By: Title: COMMONWEALTH Oh VIRGINIA; CITY/COUNTY OF : to -wit The foregoing instrument was acknowledged before me this clay of 2015, by Notary Public My Commission expires: 1 P0G 10295.DOCX / I Comparison of Proffers November 20 Submission (o December 15 Submission 004346 000002 Page 13 of 13 0 14WI208KDAMENDED PROFFER STATEMENT REZONING: PROPERTY: RECORD OWNER APPLICANT: PROJECT NAME: ORIGINAL DATE OF PROFFERS: REVISION DATA: RZAt— fR-A—I-11 ProfTer Condition Amendment to approved Rezoning 13-03, to RP and 13-2 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") Glaize Developments, lnc.,Incorporated, a Virginia corporation. Glaize Developments, In-.lncorporatcd, a Vir it ni l corporation Crosspointe Center (the "Pro; ei ct„) August 27, 2003 October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7. 2015 REVISION DATA: November 20. 2015 December 15, 2015 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last clay upon which the Frederick County Board of County Supervisors (the "Board") decision Hffitmg— he rem iititapprc�g these amended prol tiers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development planS until Such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion l P0610296.DOCX / I Comparition Original Proffer. again.r December 15. 2015 0013.16 0(I(KK)21 Pace I of 18 0 9 Crosspointe Center Prgjjcr SiaienerrtCondition Amendment hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full force and effect. The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated August 12 2003 as revi-1 October 20, -20 9, 0015 (the "Revised GDP"), and shall ..ludo -1. the "Oyefall GDP," dated August 12, 2003,as reyised0C-tebe•• `'20, 200-; 2. the "GDP, Phase l," dated August 12, 2003, as revised Oeteber 20, 2003; 3. the "GDP, Phase II," dated August 12, 2003 as revised O et be.1Znn-naM. 4. the na d n t. . -2n� z0, 20n03, and >. the "Pa1I s, Trails & Buffer BNhibit," dated 9stober,003: I. DEVELOPMENT Or PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Protect in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Proiect shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1_Areas of commercial development on the P+opertyProiect shall be' Formatted: Bullets and Numbering developed in conformance with the regulations of the Business General ("B2") zoning district, as set forth in the Frederick County Code. All commercial development on the 1 P0610296.DOCX / I Comparison Original Proffers against December 15, 2015 004346 000002 ) Page 2 of 18 0 0 Crosspointe Centel' PrgJler Site tenee mColl dition Amendment "ertyProject shall comply with the aforesaid regulations, or Its miry be Otherwise approved by Frederick County. $C. G-on####ereW- Residential development on the 2roPell-Y oicct shall not exceed a maximum of 960TOO9-icfit�t-e-4-eet,1.578 dwelling units, of which 200 may he age -restricted housing! units that nu#y he constructed in any phase of the ♦Heat+Hl#s genem l-y-depieted--on-the C;DP-.Protect. as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi-fan+ily. 1_Areas of residential dewclopmcnt on tilt P+epelajrPro'cct shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the 44--HPe+t-yPro'ec1 shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. �----��esidenl+++l-c4eve�HPme+#t-Ht#-the�+e+Pe1 t-y-sli Ito 1-1#Ht-e�eee}-Irl+ta; • ; .-�,,, �z.,• • •,rHf 578 dwelling units, ol'vah;eh�00�I++t}a be age resH-ielecl hHusil � t#++iti i+# the-leelttiHn be+3er1#}hy-c�epieted-HIS-EEie�{�l�++td-++<r++#Hre-i�tal#-1 �0=}?�;I#+#11 be�it#gl:.-fenn;3-�'etl+el#ed-t+++its-NH-rentltl-gttrden�tpa H mentri-�h#t 11-be Peli+#itled- C-. Except to the extent otherwise prohibited by the Virginia Fair HOLISing� CFormatted:_Bullets and Numbering Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the hrope+i-yPro'ect identified as "age restricted" housing shall be restricted to "housing f�Or older persons" as defined in Va. Code Ann. § 36-96.7, or it surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided Im herein shall also be in the form of a restrictive covenant with respect to the residential portion of the P-+Hpe"Proiect, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. 1—C-o^TO S-121�-EI EIDEN -T"' HL-4-S A-N1�-R1 A� APPROVALsi '- ;-„1'c i'-Faperty shall he developed as one i+#;le +nd +++#i(ietl develePmenl i+# aeeHi{I+t#+��v,-#i �-+tPPl+ol+Irle-Hrd#nNHe-e�regu�+++rel+ri;-Imel-des+g++�;tanc�+u't-1'r and-N+is-C-ros PHi++Ie I+Hf 4e+ ;k +te+r+e+#lit r-i+Ppr(wed-1y?- he -I- oai d. 1IHwe-vej; die eoiiin ere++ll�HrtiHt# W Pertj� I+ttf{ be Phased i+# +eeHrd++nee Nvi4l ie-Isrede+ter CHn+#t-y4+tpaN�Mtement;-t+s-;ktted-helow7 E. t 1#e-WPerty '" �+e-derelHPec4-iI#�hlee-Phases=113e-1#ii#i+rtn#++ ['ru+sPort uion improvements Shall be associated with and initiated with each Phase of* the Project as set forth. It is the Applicant's intent to utilize public road I'unding, as it may be available for portions of this Project. Provided, however, that the responsibility for t 1'0610296.DOCX / I Comparison Original Proffer. agains, December 15, 2015 0013,16 NUM21 Page 3 of IS Crosspointe Center Proffer °i,� ,.,,Condition Amendment causing required construction to occur prior to issuance of building permits shall rest with the Applicant. -3—The commercial floor space proffered in !his section is that pi-edieted by the >~rede.iek (`oust„ 1,,,paet Med herein is the minimum necessary to mitigate the please residential €isimpacts of each hp ase without eeiisidet-ationthe necessity of cash pFE)&f eantAbutions. The three phases shall be authorized as follows: A:F. Phase 1 shall ...hide proffers and is not lessa cap on commercial development other than 210;99 . Residential development in Phase 1 shall not exeeed 616 dwelling units, Of Whiell 100 tinits shall be sifigle faniil y small lot dwelling units f,,,- a esti4eted usefs. that set forth in Proffer I (B), above. I1. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, II, and III, as follows: 1. Phased{evelepffientI of the Project shall consist of not ant l the —mini ffiiiffimore than 960,000 square feet of commercial/retail gross leaseab! leasable floor space -required .n Phase 1 . „structo,lH. Th. e-aftey residential de.,el,,.,.,,ent in Phase 11 shall not exeeed-54-3,2and 938 total dwelling units, ef o nip 100 tinito shall be single family small lot .dwelling . nits for age estri eted users. on the basis of the Phase I Transportation Improvements, and except as provided below. The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick Countv Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the Count deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. I P0610296.DOCX / I Comparison Original Proffers against December 15, 2015 004346 0000021 Page 4 of 18 C'rosspoinle center Sleatilltilconr/ilion An)r nrinn n! improvement~ and the Applicant shall have no further obligation with respect thereto except as provided.' (ii) Notwithstanding the foregoill"prior to the issuance of the first occupancy permit within Phase 1, the Applicant shall tjet earljtiaenee ttutfl tt k�Ett) of ?AOdesi-m and complete the extension of Tasker Road from Point "IT' to "J" as shown on the Revised GDP. The exact location and design of that extension Shall he in Substantial conformance with the Revised GDP, but Shall be Subject to reasonable adjustment +poll final engineering thereof. (iii). Prior to the issuance of the first occupancy jerlllit for the 617'1' residential dwelling unit the Applicant Shall design, construct, and complete the extension of Tasker Road from Point "J" to "K." as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements S11a11 be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of conunercial/retail gross leaseableleasable floor area until the Applicant has completed a Traffic Impact Analysis for review and approval by VDOT and the COr111tY, For the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service The Applicant shall construct Such on -site iill provellients, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits Gross buildillL, floor area const-uctecl for Frederick County government services ' For clarity in the interpretation and enforcement of these Amended Proffers, the Phase I road and hiellway improvements that are being const-ucled by VDOT aS of the date of approval of these Amended Proffers. and which are decnjed to have been satisfied pursuant to the Three Party Agreement. are the road segments identified as "A" to " li" "D" to " E" "E" to "G" "F" to " G" " G" to " I-l". and " Il" to "I" on the original Generalized Development Plan exhibits identifwing those SegmentS, the construction of a 20-inch water line repllcement and any improvements to U.S. Route II west of Interstate 81 VDOT has not however coIlSt-ucted Segment "IT' to "J" as required by the Three Party Agreement but provision for its construction is referenced in Proffer A I b. ' For the purposes of this Proffer Statement, al] proffered road improvements Shall be deemed complete for the purposes of conunencing development of the Project when a roadway is open for public use whether or not the final coat of asphalt has been applied. and whether or not it has been accepted into the state highway system. IN1610276.DOC'X / I Comparium Original Proffers again.) Dec'embcr 15, 2015 00-13.1600((H)21 Page 5 of 18 9 9 Crosspointe Center —Prof &g, e e...,,. Condition Amendment shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space —is—eensti,tieted:_ Development thereof shall not commence until occupancy permits have been issued for the 370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase 4Ull shall not exceed 449340 additional dwelling units. a) Phase 11 Transportation Improvements. (i). The following traffic improvements shall be designed and constructed duringthe he Applicant's development of its Phase 11, and shall be completed prior to issuance of the first occupancy permit in that Phase II, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subiect to reasonable adiustnent upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' " The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The IP0610296.DOCX / I Comparison Original Proffers against December 15, 2015 004346 000002) Page 6 of 18 0 0 Crosspoinle Center Slawmewcondition rluienduirnl 3 Phase III of the Project shall consist of the cons(uction of an additional 300 residential housing units upon the completion of' the Phase III road improvements. a) Phase 111 Transportation Improvements. I'he I'O lowing trafii_ci.mprovements, sliallhe_desit-ncd and Constructed during Ph ISe III and sIIa _he o IIIIpletesL pl Irn_ lo. Ititiiul1w of�)c—( l_tit oCcopanc� 1!eLmit in Phase I11,_t1_11lcs c)lhu%N.ise_noled_he rein, The exacl location -and desi:;n of Such in)provalnentS shall he SIII)ject to reasonable adjustment upon lirtal engineering thercols - --- (ii) if not already otherwise constructed, the Applicant shall dedicate the necessary right -of' -way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication Shall be mule upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant Shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. The AmAicant shall design and construct the Second two lades of the I'otn• 1•11)e Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and Construct the second three -lane hridge over Tasker Road: and the remaining por(ion of the interchange at Warrior Drive in accordance with VDOT's GS-I design standards.' rye. No constru_ctin_permits-for_Commercial or residential —uses —in P li'yc_III shill] 1)c_sapplic-d-f")LAUI il �)ile of the tbl�c l�tJh>�+�pU cotxlit_(on� c iSt, 1 Warrior Drive is extended b tl�pplicant or others from the South across offsite properties to intersect with Tasker Road (S.R. 642) (at Point "N") or Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if' it has not already done So to reflect conSURuction of Route 37 to include two, three -lane, bridges across Tasker Road and two two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvement~ and the conSUMCtion of Route 37 throupli the Properly. "I'he Phase 111 Warrior Drive interchange improvements shall include only the Construction of necessary on and off ran)pS from Route 37 to Warrior Drive on the west Side of the intercham-'e and shall not include the construction of the bridpeS over Warrior Drive or any ramps on the eastern side of' the Warrior interchange. (P0610296.DOCx/IC•ompari-nOriginalhoffmagain, ucccmbcr15,201500-1340000(W) Page 7 of 18 9 0 Crosspointe Center Pro.&I. °iaieme. ...,Condition Amendment with links provided by others to U.S. Route 522. (At Point "M"); or 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (At Point "L")• or 3. A revised Traffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) The area outside of the 90' to 1 10' right-of-wav required for Route 37 shall be planned as open space, and in the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall hall be dedicated at no cost to the Countv. (Points "E" to "G" and "G" to "M" and "M" to the eastern boundary of the Propert C) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.2 of commercial/retail gross leasable floor area as outlined in Proffer II A.l.b. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two -month time fi-ame is not available in the construction season that the work commences. The interim ramp right-of- 1 P0610296.DOCX / I Comparison Original Proffers against December 15, 2015 004346 000002 Page 8 of 18 Crosspointe Center Proffi. Nieiernewcondilion Amenduu nl way at Tastier Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tastier ramps by Glai•re and final inspection by VDO'1'. 111. ARCHITECTURE, SIG NAGE, AND LANDSCAPING: Formatted: Bullets and Numbering A. Materials utilized for all exterior facades of the commercial buildings shall Formatted: Bullets and Numbering include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. I3. All buildings within the developi+3etii-H+r the peepertyPr++ject shall be constructed using compatible architectural styles and materials,- and signage for such buildings Shall be 01' a Similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review BOaR4/,Boards to enforce tithe unified development plan. C. A comprehensive sign plan shall be to the Mid,tei-Plai+itppiovi } -Frederick County- Department of Planning and Development prior to approval of the first site plan or Subdivision deSigil plan for the Pro' ect. D. The major collector roadways in the Proiecl (Tastier Road and Warrior Drivc}4fi-QASspolnte), exclusive of those constructed by VDO'I', shall have a mininrtnm 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape f'eatureS and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented Im approval by Frederick County at Master Plan. 4-1V. PEDESTRIAN TRAIL SYS'TEAI AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle tail system to Depa4ment-Hf=l-uk5 depicted on the Revised GDP that links residential and commercial areas within the development. Saicl-tt,+ils Shall -be in genet,+l e++n#Httmanee-+=it�r Nte Ht+N�eti+-I -eder+ek1- and-1�Se Ittp tm dyer uc lt- l++tN 13e +tt-N�e lHet 4ofisgeneRd4y-depieted-oH he-GPP. The4ritilsProiea "Trails shall be 10 feel wide- and have an asphalt surface-++ndJ l+ttl3-he-+pp+trued l�- the-l�itectHt=c+l-l2+rki +nd Reereat�Htrtti3d ilte f�}tinti+trb mm+ss+Ht+. S.N. FIRE &RESCUE: A. The Applicant shall contribute to the Board the still] of $250.00 per dwelling unit for fire and rescue purposeS, payable upon the issutu+ce of tt-l>ttild+t+�an occupancy permit for each Such unit. I1'06I0296.DOCx / I Cumparicon Original 14offm agaimi December 15. 2015 0013.1611000021 Page 9 of 18 Formatted: Bullets and Numbering Formatted: Bullets and Numbering Formatted Bullets and Numbering Crosspoirrte Center Proffer SiaiemeiiiCondilion Amendment B. The Applicant shall contribute a total of $300,000.00 to the Volunteer Fire Department providing service to the P epef- yProject as first responder, payable in three eq*a-l—installments of $4-W200,000.00; for Phase 1, as well as a further $50,000.00 each for Phase II and Phase 111, payable upon issuance of the first building permit for any residential or commercial construction in each of the three phases as described herein. VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of a buildinganoccunaggypermit for each such unit with the exception of age -restricted units. Vll. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of a buildipigan occupancy permit for each such unit. VIll. LIBRARIES: The Applicant shall contribute to the Board the styli of $100.00 per dwelling unit for library purposes, payable upon the issuance of .man occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the develepmentProject. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the develeprttentProiect. X1. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' n SSOC n T 0NASSOCIATIONS: A. The residential portion of the develop;;e*'Project shall be made subject toy Formatted: Bullets and Numbering one or more homeowners' association(s) (hereinafter "HOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein, if thniet-e than ene eh asseeiatieii, the IP0610296.DOCX / 1 Comparison Original Proffers against December 15, 2015 004346 000002 ) Page 10 of 18 Crosspointe, Center Strelen ewconelition Amendment Apoc-antes hall eret+te a+, till, �,r, bi-ella-l-18A N+'itb 1-espeet-te-N+e-e11th!"evel(-)pl}lei H-tfiatom ha-14, a+t+e+ �-eN}e+=-t}tit}c.>-have-+e��ar}+:+1�il+tjLli�+�+s+;t+ri1}b ea+}tpf+c++}ee�vti{t-Ele bn b +iElel++}es and-"-,+}E aFEI:T 4 age--Fequi+-e+tte+}tr;-(}+}EI B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including storn+water manaaen}ent facilities. not otherwise dedicated to public use, including the pedestri•a+-bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the perpetual maintenance of any street, perimeter, or road bUffCI- areas, all of which buffer areas shall be located within easements to be granted to the HOA if' platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the develepmentl'roject shall be made subject to one or more property ownersassociation(s) (hereinaf(er "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. 4"iere- ', +}}elt�tl}a++ a+}e ++el+ ets oeiE}tic>+ Nye Applic tnt� l}alI t+eate an-miibrelaa-K-)A-\vi4H:e�peet te-tlte-enure-developme+tt that shall, }ofl- othe+-4ht nb+:-h++ve+e comp }+tNtcew�'rthdec-rg+'rb'i++veiHteti—i}nEi—!;ii++}dHfEi',i—:+t f be --I Ejt+l+=emend—i}nE;—tii-+}}+-itkr t++atter D. In addition to such other duties and responsibilities as n+ay be assigned, a POA 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) common solid waste disposal progl•an}s to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA it' platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. 1; 11' there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other thimws have responsibility for assuring compliance with design guidelines and standards, siumla 1e requirements common area maintenance, and similar matters. If no master associa(ion is created the Applic•uit shall assure, throuqh such reciprocal agreements or CaSCII}ents as nr+)l be required for the operation and maintenance of common infrastructure and other comn}on undertakings as set forth herein. I H)610296.1)OCS / I Comparkon Original Pmffcr ageime December 15.2015 00.13.10 (N)(HH)2 ) Page I I of 18 • 0 Crosspointe Center Proffer ta, �..,,,.. Condition Amendment X11. WATER & SEWER: The Applicant shall be responsible for connecting the P-tepe tyProiect to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Parks, Trails & Buffer ExhibitRevised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and HogeHog_ue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. b. The f 11,,.. ing tr ff: is shall be designed and eenstf:ueted f eh impfevements shall be sub `r to reasonable adjustment upon final engineering rh„ f 1P0610296.DOCX / I Comparison Original Proffers against December 15, 2015 004346 000002 ) Page 12 of 18 0 0 Crusspoinfe Center s+tttennev,lCundition Amenrinnnr 14. .2 �12jiH•. to i!i!%t+afic-e-ef tl+"lf .;t-bufldin,, r+ei--niit-li-)r-tl+e-(les'e}Hpt+3ent t Eie-A-{�}�i is •+tit-:;itai-l�ae ,+w+�tt+d{�HrtstFt+eta+-t ea�igt)ed� t+tet';ec=tithe-Hf �'t+:;is�r--Dead-trttlt--ti+e-e�EettsiHt+-F)#-Et H:�:}3H+++te-13Ht+}es�t++el--tss -e+te;ally •'epic-ted-ono e C�F�i ,ttcit des b r 4+tsil ire it+�tseer(la+tee "+tag i/i�9�ee+{ie+tie++s t+t+d tt�ijeet tH tt�tiely-+st+d t+t�l�tt� �rede+tci�EHt+++ij t+++(1 1�rs T-�' r=tc C�=tH-i 1=te)"J=Htt-4te CAF3: 1 }.2.3 I+im- to t ie iis+ta++ee Hf tote li+ t l�t++Idi++ eH»it the ttltlic ++t s}+aN des+g++-+rttd-e er+ tt+ef-++++ estet+siHt+-HN 1i�t+ndaie Ik+ad-(+f)+++ Crc3�r:�Hi+tte-i3c�t+le�++; (I-�e++ded-i-tt-tt;t-e++stet�4 j�-cl i+�ee t iH++-ltettveea the 11hase I eat+++++e+ef;+} +++d reside+ttit+l (lei<elHfat+tet+t as ettet�+l}j de�ieted-Ht+-t-Ire-Bi�i': �++c�+�lesi�e-t+It+tN-lae-i++-tteeerdtt++ee-tv+t-Ft V-A9T by F edet-iek C-H+rt+"nd-V7DO - ("I" tc i-l-(-)n-the-GNI�. W.'' n- T At it i+tfit eonstr ez-a;�tdd+tiHttt1 r+tte�ttt�i�'���. Ik�t+te-I I-taet�veet+�rte 4itet-eita+tge ramp-iittersee4ons with 7(-)ttte 37 t benemllr -depicted Hn-trty-mT;�ttelt-desks-srtttrr--r)e-i+�-tteeetflt+t)ce-ti�itr)� I39�= speeitertt+ens-ttnci-st+r)jeat-e-r+est-t+nc� tsI)I)+<�t+} F>jLltederiel: C_Omi -ttJid 1 ( 1=te=r3=c>n trio Gr�r� ', '.5-»tel)�rietttttrtttNytetO++tt des+g+t 4tttdies turd seettre ttN�rHs ttl H� it rtt+tti3-+ttHd+rie ttiHtt rtlzttrlHtrte '-.� :-^'�' ITH1 f t+rt{r ettd trte� 1 NBL-on-rtrot}) i+t Hrder tcrnteet ' nzoa=�eHliditions-itt- ieeHrdanee witl, the TI n vnno•t�.,nd-N-PAIA-+tpfwov+d'r-+tmNttndtttb 4)F4he teertti:et-I--i-nti>rHvetiients-srtt+4-be-see-ured tHI)er1 )i+ni-44ie-AvHi4i-pktn as Hf-44te4:it ,N)tti-Idi+rg-yettttit-in Ahtn ', �^�= t�tl=l ts1 rtHsl rHn trte ,I�R} I4s6 Full nd-r+grit-tit+tt-c=++t+tmere Want+anees-to-Wani(4l=l)riN,e!;ii+t}r be-litttited-tH Hue IHeatien-tt�}ir( iittttte}y-tt+idi� +jam t)eti�eett=ill" and=`14= 1,1.2.7 - •'-t,ll left fit d-t+gltt-tart+ eH+t3ntetLittl ent+tnees k i+tskel-lk>ad srta�} be-Ii+tithed-tH4out--with-ttvo-it IIowed-beHyreen=1 ttit(1-G=aitd-Hite eaeli allow ed-at-l-P-iind"j= 7. Ikoad-ent+ trace t ErHsspoi 11te-Boltless+r(I-shall-be-Iiill ited-tH-two-entrances ++t G t+ttd-+t-- v s�riowf -Hit-trte-GD t)-Htltei=efAra fie e of rend eanneetiH is to�sst+e9nte-I3etr}evttrd rtttrl-be-tllHlved�s itatHnt-trio ekpres, tt ,I "Iredetiek C(tintt�-t+nd-V13(-YT. Pie4or1(- wing-t+ifl4le i+n1)r(}ventents-s}to}l-be-elesigned-t+nd-eHttstt-noted-clurinb Izhase-Il-and-slta}} be ee+tttrleted �t Hr-te i ttattee of t ie Fit t Heet+l)nnc�Lt)ettttit i+t-Pht+se N; miless tested-Htrte+wi e-rtereit+=l=lie e act }HeadHt+-+nd (Iesfgtt-HIJ;t+crt mitt)rovenRents shall�)e-ftt t+r>stantti+� eHnl'Httnnttee �a<ith-tlte F,9lz brit I P0610296.1)OCS / I COmpariann Original Proffer\ae.iinN Decemher I5, N)15 0(H3.16 (K)(XK)21 Pace 13 of 18 0 • Crossp ointe Center Prq%%el. °,,.n �:, en!Condilion Amendment 14Z t The A.,.,1: nt shall .l ,dl "iiuet Tcis.sker anrviiEj--e3itej3E}CE�--�6 mod;, ., 1 In Z 7 The A.,.,l:.,.,.,r sh..11 ,1.,..:..., and ,sti-Liet Wan-ioi- ll.4ye F.-.,.,, I n .Z A.,., Z The 1:eatit shall design and .,enstru of ., t..w„ latie ext,,.,. ien „F (',-,,sspoiiifze Boui" .,I te WarriorDfiye. ("G to "N4 on the i --------------------- Inn 1 The A..,1: ,t shal"esign d eonstruet Ml Dt- e 40M Gr ,ram, o `lo -mil to the ,nth propertyh�(—M—ts <<N" on t ie- GDP). ""J' " l 1 n. The h„ A ppl:eant sh.,ll design . ,,.1 nsti-aet r..we additional lanes to �L',-rpeinte Be.,l,,yat-d fi-e,, the inte.seetion with T.,.,ker n,,., l f a-vlii"ii- crualic,aa-xana:auifa_f.r�cvx-rmaa-rcirarv���9��f�•Gb-E3 1 ) -t -11. \Z—rrai:i-iei Dtive is hf„,dedf+em—the se�•riTci—aei-vss ofTsifcc ties to intei'seef with 'T.,skei- Dead /C` 1J 647\ (at "hi") o with link ided ie U.S. Reute 522 (At \z/• Tl t.,. ded F.• rh _1_ of-rameross FF :te pilepef.tie, t :.,t,..seetion with Pape- Mill ,-1,�-rr:n Roadzn. 6-nn [P0610296.DOCX / I Comparison Original Proffers against December 15, 2015 004346000002) Page 14 of 18 Crosspointe Center Nifilemmicondition Amendment t+�;ed-f<+r•-+ttt--i+tiNr�+�=eel-t+t-tet++tl-rend-leer+Hert-i+t-tote-f�tftt re=l'Ite-A PN } is •t rt t 1t+t11-I>la++ for R-??�' ride eorridor itddi�iet+,tl tagltt c>l�w+y f<��rlle+ for iiAere-ha t-es it EEie tfe+ eetiett; ef-I K I-ttrtcl Vdrtt-ti<>t l�ri 'e ate 1+t+tifi CALt-he-add+Hona1-right el�wtty- I++t}3 ire c{ete++t+itteca tf-tlte Hate el luster Irk++t tP{�ra +1-l=1te t+ret ettfstde�>f tlje 9A=fe 1-1 right etl=+�t+}� reclHired fc�t-Ctt>cr {tot+tfe 13err}e�tttfl }ttt�i Fte ttlttr+tted tt4eNett sljttee ttttcl itt Hje event site}r-a-pFograrn is-fu ided-te-provide4or it+ t+Pgtttded-r<+rtdi�tt tHr+r ft+N t+ai". ortrttioH inlerast+elt t-ib+f elm t lt+rl3-lte dediettted-+it-na eest-te Nye b" on -the GDP X-V-. XIV. CULTURAL Rls'SOURCLS INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses is nuty be deemed appropriate by the Applicant- includiml, but Hot limited lo, rut adaptive re -use of' the Structure for it commercial type use. The Applicant shall further create it fi-ye-were preservation park immediately surrounding the House, aS generally depicted on the Revised GDP. I3. The Applicant shall create a ten -acre preservation park innnediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Propertyllrojecl, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the develep+++e*t-Project that lic outside the development area previously Studied in them Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS").n conducted by \/DOT or others. In the event that thesuch a Phase I study indicates that further Study is required, then the Applicant shall f,tlieundertake such further preseFvia4on studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in dream FEIS, the Applicant will coordinate that construction with the Federal Highway Administration (" M IAFl IWA"), the Virginia State Historic Preservation Officer ("SHPO"), VD0T, and Frederick County; to assure implementation of the Memorandum of Agreement previously entered into between the County, the f-1-1-AFI-IWA and the State Historic Preservation Officer pursuant to 36 CFR § 500.6(a). I t'0610296.DOCx / I Comparison Ori@imJ I'roffen against December 15, 2015 001346 NUM21 Page 15 of 18 • 0 Crosspointe Center t'rn%%er °i�•o e n••e •"Condition Amendment F. Any additional archeological features identified during then Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed developmentProlecl. G. '-`EDICAT ONAny park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months followingthe he approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. 4-6:XV.RESERVATION Or AREA FOR GOVERNMENT SERVICES Formatted: Bullets and Numbering At eh tiffle as the Bo Fd intends --to eo_wAm" et a faeility as :.]eduien d -A..,1: .,♦ sh.fl ddieate to the Fred^ ek Go my n^.,A f Supei-visors,eh entity . the Bo ..1 may direet The Applicant shall reserve approximately nine acres of land in a-leeatien ^nv,eable to the Boar' and the ^^^Meant -within the Phase I Commercial area for the placement of such government services, building, and any as the Board may direet;elect• provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The dedieation shall eeetir within thirty (30) day-s� the design of the Pfojeet as ethej-wise provided Proffer - 1 h. n.The Applicant shall reserve the aforesaid DrODerty for a Deriod of five (5) vears from the date of the aDDroval of this proffer condition amendment. AN affiffl, e XAq1-XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this t-ezeningproffer condition amendment, 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 the approval of this rezerringapplication shall be adjusted in accordance with the Urban I P0610296.DOCX / I Compuison original Proffers against December 15, 2015 004346 000002) Page 16 of 18 Crosspointe Center Prq%%<v SiawinewCondition Amendment 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid for a period not to exceed 10 years, subject to a cap of 64e/r per year, n0n-compounded. Formatted: Justified SIGNATURES APPEAIZ ON FOLLOWING PAGES (10610296.1)OCx / I Comparkon Original Ponffm aganm December 15. 2015 00-13.16 (N)(Nx)2 ) Page 17 of 18 Crosspontte Center Proff Simi ,,,yCondition Amendment GLAIZE DEVELOPMENTS, INC­.INCORPORATED By: Title: COMMONWEALTH OF VIRGINIA; CITY/COUNTY OF : to -wit The foregoing instrument was acknowledged before me this day of , 29942015, by Notary Public My Commission expires: r nrL 999001nnnr 1P0610296.DOCX / I Comparison Original Proffers against December 15, 2015 004346 0000021 Page 18 of 18 0 • REZONING APPLICATION FORM FREDERICK COUNTY, VIRGINIA �To be completed by Planning Stall: — - -- Fee Amount Paid $ i Zoning Amendment Number I —I J Date Received PC Hearing Date i I BOS Hearing Date The following information shall be provided by the applicant: All parcel Identification numbers, deed book and page numbers may be obtained from the Office of the Commissioner of Revenue, Real Estate Division, 107 North Kent Street, Winchester. 1. Applicant: Name: Pennoni Associates Inc. c/o Patrick Sowers Telephone: 540-667-2139 Address: 117 E. Piccadilly Street, Suite 200 Winchester, VA 22601 2. Property Owner (if different than above): Namc: Glaize Developments, Inc. Address: 112 E. Piccadilly Street Winchester, VA 22601 3. Contact person if other than above: Name: Telephone: 540-667-2092 Telephone: 4. Property Information: a. Property Identification Number(s): 75-A-89, 89A, 91, 92, 95 & 96 and a portion of 75-A-90 and 94 b. Total acreage to be rezoned: 574.37 C. Total acreage of the parcel(s) to be rezoned (if the entirety of the parcel(s) is not being rezoned): d. Current zoning designation(s) and acrcage(s) in cacti designation: B-2: 192.57 Ac. e. Proposed zoning designation(s) and acreage(s) in each designation f. Magisterial District(s): Shawnee 12 RP: 381.80 Ac. B-2: 186.86 Ac. RP: 387.53 Ac. 0 • S. Checklist: Check the following items,that have been included with this application. Location map ✓_ Agency Comments ; ✓ Plat _! ✓',_ Fees ✓ Deed to property I ✓ _ Impact Analysis Statement -J ✓ j_ Verification of taxes paid ✓ Proffer Statement _� ✓ Plat depicting exact meets and bounds for the proposed zoning district _� ✓ Digital copies (pdf's) of all submitted dOCUments, maps and exhibits ! ✓;_ 6. The Code of Virginia allows us to request full disclosure of ownership in relation to rezoning applications. Please list below all owners or parties in interest of the land to be rezoned: 7. Adjoining Property: PARCEL ID NUMBER USE ZONING See Attached List 8. Location: The property is located at (give exact location based on nearest road and distance from nearest intersection, using road names and route numbers): Immediately east and adjacent to 1-81 Exit 310 Interchange 13 9. The following information should be provided according to the type of rezoning proposed: Number of Units Proposed Single Family homes: 828 Townhome: 400 Multi -Family: 350 Non -Residential Lots: Mobile Home: Hotel Rooms: Square Footage of Proposed Uses Office: Service Station: Retail: MallUfaCIUI'II1g: Restaurant: WarehollSC: Commercial: 1,088.000 Other: 10. Signature: I (we), the undersigned, do hereby respectfully make application and petition the Frederick County Board of Supervisors to amend the zoning ordinance and to change the zoning map of Frederick County, Virginia. I (we) authorize Frederick County officials to enter the property for site inspection purposes. I (we) understand that the sign issued when this application is submitted must be placed at the front property line at least seven days prior to the Planning Commission pUbllc hearing and the Board of Supervisors public hearing and maintained so as to be visible from the road right-of-way until the hearing. I (we) hereby certify that this application and its accompanying materials are true and accurate to the best of my (our) knowledge. Applicant(s): Date: Date: Owner(s): 14 Date: Date: 0 9 Adjoining Property Owne►•s Crosspointe Center Name Address Property Identification Number PIN Name: Orange Partners LLC 621 W. Jubal Early Dr, Suite D Property #: 75-5-10 Winchester, VA 22601 Name: Nerangis Properties LLC 621 W. Jubal Early Dr, Suite D Property #: 75-5-3 Winchester, VA 22601 Name: Commonwealth of VA, Department of Transportation 2275 Northwestern Pike Property #: 75-5-B Winchester, VA 22603 Name: Winchester-81 LLC C/O Urquhart & Co 14144 Walton Dr Property #: 75-A-10B, 75-A-10C, 75-A-10D Manassas, VA 20112 Name: Commonwealth of Virginia 811 Commerce Rd Property #: 75-A-91 K Staunton, VA 24401 Name: Hodgson Construction LLC 221 Commonwealth Ct Property #: 75-A-91C Winchester, VA 22602 Name: H P Hood Inc 6 Kimball Ln, Ste 400 Property #: 63-A-86A L nnfield ma 01940 Name: Shenandoah Gas Company 350 Hillandale Lane Property #: 63-2-A Winchester, VA 22602 Name: Foxtrap LLC 1756 Apple Pie Ridge Rd Property #: 63-2-B Winchester, VA 22603 Name: John C Russell Jr & Frances L Russell 285 Caldwell Ln Property #: 63-A-116 Winchester, VA 22602 Name: Paul M Haldeman Jr Trustee, First Bank Trustee PO Box 2751 Property #: 75-A-93, 64-A-24, Winchester, VA 22604 Name: W F Artrip Jr 1726 Front Royal Pike Property #: 76-A-13 Winchester, VA 22602 Name: Winchester Artrip LLC 2000 Tower Oaks Blvd, FI 9 Property #: 75-A-99A Rockville, MD 20852 Name: Glaize Developments 112 E Piccadilly St Property #: 75-A-97 Winchester, VA 22601 Name: Karl Stephen Tenney 324 Chinkapin Dr Property #: 75G 54B 136 Stephens City, VA 22655 Name: Mervcore LLC 432 Ebenezer Church Rd Property #: 75-A-84 Gore, VA 22637 Name: Sharon Johnson 266 Pickett Ln Property #: 75-A-88 Stephens City, VA 22655 Name: Ronald Norwood Heath PO Box 309 Property #: 75-A-87B Stephens City, VA 22655 Name: Ross L & Patricia A Halbersma 176 Picket Ln Property #: 75-A-87A Ste hens Cit , VA 22655 I 0 Name Address Property Identification Number PIN Name: Frederick County Sanitation Authority PO Box 1877 Property #: 75-1-A Winchester, VA 22604 Name: Brubaker Enterprises LTD PR 3407 Cedar Creek Grade Property #: 75-4-1 Winchester, VA 22602 Name: Property #: Name: Property#: Name: Property#: Name: Property #: Name: Property #: Name: Property #: Name: Property#: Name: Property #: Name: Property #: Name: Property#: Name: Property#: Name: Property #: Name: Property #: Name: Property#: Name: Property #: Name: Property #: Name: Property #: 2 NOTES 1 FREDERICK COUNTY PINS 75-A-89. 75-A-89A. 75-A-90. 75-A-91, 75-A-92. 75-A-94, 75-A-95. 75-A-96 AND 75-4-2. ALL CURRENTLY UNDER THE NAME OF GLAI ZE DEVELOPMENTS. INC 2 BOUNDARY INFORMATION IS BASED ON A CURRENT FIELD RUN SURVEY PURSUANT TO DEEDS OF RECORD AMONG THE LAND RECORDS OF FREDERICK COUNTY, VIRGINIA, AND UNRECORDED PLATS PROVIDED AND PREPARED BY GILBERT W CLIFFORD & ASSOCIATES. INC DATE OF LAST FIELD INSPECTION DECEMBER 18. 2007 3. THE PLAT OF THE PROPERTY SHOWN HEREON IS REFERENCED TO THE VIRGINIA COORDINATE SYSTEM (NORTH ZONE), NAD 1983(COP•S96) THE COMBINED GRID AND ELEVATION FACTOR WHICH HAS BEEN APPLIED TO ESTABLISH THE PROJECT COORDINATES IS 0 9999604836 6 THE LOCATION OR EXISTENCE OF UNDERGROUND UTILITIES, HAZARDOUS MATERIALS. ENVIRONMENTALLY SENSITIVE OR DAMAGED AREAS OR WETLANDS (IF ANY) IS NOT DETERMINED BY THIS SURVEY 8 BOUNDARY EXHIBIT PREPARED WITHOUT BENEFIT OF A TITLE REPORT. THEREFORE EASEMENTS MAY EXIST THAT ARE NOT SHOWN HEREON PROPOSED RP TO 62 ZONING 58.30 AC PROPOSED B2 TO RP ZONING 72.47 AC. CURVE TABLE CURVE RADIUS DELTA I LENGTH TANGENT I BEARING CHORD Cl 113 40' 3612'45" 71 67' 37 08' 1 N50'49'73'W 70 48' C3 1223 24' 28'20'29" 605 08' 308 86' NIB'12'28'E 598 93' z m' U A = P /ti / -'Y 'S^ l � / ^S6'58 30'E F 509 71' < 47''331.2 P ♦ U, m, 10' � w S, 11 � �• LINE TABLE LINE BEARING LENGTH Lt N66'39'21'E 58 48' L2 N13'07'24'E 5967' 13 S25'17'46-W 39 18' L4 N20'54'45'w 141 52' L5 N58'1 5'76"W 193 70' L6 N881'19'4w 197 22' L7 N75'50'52'W 11007' LB N70'09'56'w 191 SO. I L10 N3657009"E 110 81' Lil 1127'48'17'E 12540' L12 N52'47034'E 146 B.B. L13 I N30*14'20'E 1-964' L14 N51'00'22"E 296 81' L75 N62'17'56"E 162 79' L76 Il! 31'07'E 226.05' L17 I N3725'05-E 1 13486' L18 N31'44'05'E 1 16113' L19 9 37L20 T5n7E 1159' L27 I N2E 1 1550 L22 N-2-27057-E I 14755' VICINITY MAP SCALE 1" = 2000' C4 1 10097 DO' 1 86471' 1 864 44' 1 N 76'41'00' W 4'54 21' 1 :32.62* C5 1 22DO 00 1 340.00 1 139.60' 1 N 2510'28' E 5*51'17" 1 1703:' C6 1 60000' 1 258.77' 1 2567 1 S 895415" E 1 2s42'35" 1 131i3' C7 1 75a 00' 1 52412' 1 513.52' 1 N E725'53" E 1 40'0224' 273.2 i' C8 1 1009700. 1 .2093' 1 42090' 1 S 6T 16'"' E 1 723'19' 127049' C9 I t0097 DO 1 947 62' 1 947.28 1 S 6709'42' E 15'22'38" CIO 1 .5.00' 1 7901' 1 69.25' I ': 47'33" E 1 10736'10" 1 5421' C71 <70 DO' 1 -97 17' 1 474 31' 1 N 51'47'2: E I MF36 25" C12 45.00' 1 7055' 63 7' N 2524'02" W' 1 9P73'35" 45.76' LU ".00' 1 2591' 1 22.3V N 19'01'38" W 1 98'58'23- 1 17.55 Ct< 3500' 1 46.25 1 :2.99* 1 N 0725 0T W 1 75'4521" 1 27.23 �L70 EXISTING R:. ZONING \lll �h 1 TO REMAIN . I I I \ St 9420 LiB AC. L17 l 82 ZONING 171.3501 AC i t I I I 1 1 1 1 1 1 1 I I I I L\5 I I I I I I I I I I I 1 I I 1 1 f� \t 1 1 1 1 1 1 1 1 11 1 1 1 1 1 `0•, I I I I 1 1 1 1 I I 1 I I I I I \ \1y III ill IIIIIIIIII II V 'L0 IIII111 I II III � O h 2� } CEO I 1 I \ 11016' / C6 4 v 205.49' \ C44 L 7 C9 I S5727'1.''EJ I 19 y0<S. B2 ZONING (� \ 318 64' I 1 C7 ? 1 1 I I I I 15.5095 AC. N57'2714'W _ 85.12' E \ IIU \ I In�[�h h•i E I I I 14• u N32'53'31"W RP ZONING L O 1524.46 r 460 18' I— — — — — �- iSo.'ST a,. 387.5349 AC (TOTAL) , , 5891 T06'W 1984.6: 46. �495 OO> 3 2„ h 4- ry605378 h• sag a ryti 3j E, \ J2 c'h,V B7?7J. GRAPHIC SCALE I Iii� Iii� ( IN FEEL' ) I Inch = 400 M PROPOSED ZONING BOUNDARY CROSSPOINTE DEED BOOK 293, PAGE 442 DEED BOOK 896, PAGE 1819 INSTRUMENT #020016414 INSTRUMENT #040009128 SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA SCALE: 1 = 400' DATE: DECEMBER 13, 2015 PENNONI ASSOCIATES, INC. 117 Eeet Pla-filly SI-4 S,B 200 Wlncheeter, V M"I 22801 T 540.887.2130 F 540.M.D493 SHEET I OF I -`c AMENDMENT C' c> C� l Action: PLANNING COMMISSION: January 6, 2016 - Recommended Approval BOARD OF SUPERVISORS: January 27, 2016 - WAPPROVED ❑ DENIED AN ORDINANCE AMENDING THE ZONING DISTRICT MAP REZONING # 12-15 CROSSPOINTE CENTER WHEREAS, Rezoning 412-15, of Glaize Developments, Incorporated, submitted by Pennoni Associates to rezone 58.30+/- acres from RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres from B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center Development (Rezoning 1/13-03), and to amend the proffers associated with Rezoning # 13-03, final revision date January 27, 2016 was considered. The properties are located east and adjacent to I-81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. The properties are further identified with PIN(s) 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96 and a portion of 75-A-90 and 75-A-94 in the Shawnee Magisterial District. WHEREAS, the Planning Commission held a public hearing on this rezoning on January 6, 2016 and recommended approval; and WHEREAS, the Board of Supervisors held a public hearing on this rezoning on January 27, 2016; 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 Zoning District Map to rezone 58.30+/- acres from RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres from B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center Development (Rezoning #13-03), and to amend the proffers associated with Rezoning 413-03, final revision date January 27, 2016. The conditions voluntarily proffered in writing by the applicant and the property owner are attached. PDRes #03-16 C� -2- This ordinance shall be in effect on the date of adoption. Passed this 27th day of January, 2016 by the following recorded vote: Charles S. DeHaven, Jr., Chairman Aye Gary A. Lofton Aye Robert A. Hess Aye Robert W. Wells Aye Gene E. Fisher Aye Judith McCann -Slaughter Aye Blaine P. Dunn Aye A COPY ATTEST A"v#4)�- 43renda G. Garton Frederick Comity Administrator VIMAN1A: FR DERICK COUNTY.SC1. This instrument of writing was produced to me on at _ 10 to Aro and with ccrtific�ite acknowledgement thereto annexed was admitted to record. Tax imposed by Sec. 58.1-802 of and 58.1-801 have been paid, if assessable. Clerk PDRes #03-16 BOS Res. #054-16 0 AMENDED PROFFER STATEMENT REZONING: RZ # IL -It Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 PROPERTY: 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") RECORD OWNER: Glaize Developments, Incorporated, a Virginia corporation. APPLICANT: Glaize Developments, Incorporated, a Virginia corporation PROJECT NAME: Crosspointe Center (the "Project") ORIGINAL DATE OF PROFFERS: August 27, 2003 REVISION DATE: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 REVISION DATE: November 20, 2015; December 15, 2015; January 4, 2016; January 27, 2016 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full Page I of 13 n • Crosspointe Center force and effect. Proffer Condition Amendment The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated November 19, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("132") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. CD CD Cn N Page 2 of 13 r1 LJ 0 Crosspointe Center Proffer Condition Amendment D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. It is the Applicant's intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (B), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, II, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. q O C_q W Page 3 of 13 0 0 Crosspointe Center Proffer Condition Amendment improvements, and the Applicant shall have no further obligation with respect thereto except as provided.2 (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "H" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617`}' residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services 2 For clarity in the interpretation and enforcement of these Amended Proffers, the Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to `B", "D" to "E" "E" to "G" "F" to "G" "G" to "H" and "H" to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route 11 west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. —ra c-� C�:) O CIl Page 4 of 13 E fl Crosspointe Cetiter Proffer Condition Amendment —v G7 C� C7 C7 shall be included in the required traffic study, but shall not count towards the aforesaid clt limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until occupancy permits have been issued for 370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase II, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . 4 The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not Page 5 of 13 • 0 Ovsspointe Center Proffer Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase III, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two lanes of the four lane Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsite properties to intersect with Tasker Road (S.R. 642) (from Point "N") or with links provided by others to U.S. Route 522. (From Point "M"); or already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. CD O Ul o-) Page 6 of 13 • 0 Crosspointe Center Proffer Condition Amendment 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (From Point "L"); or 3. A revised Traffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) In the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "E" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.' of commercial/retail gross leasable floor area as outlined in proffer II A. Lb. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. —o O CO U1 _J Page 7 of 13 • • Crosspointe Center Proffer Condition Amendment III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tasker Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Board for fire and rescue purposes, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase II and Phase III, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. CD CD CJl CXD Page 8 of 13 LJ 0 Crosspointe Center VI. SCHOOLS: Proffer Condition Amendment The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "HOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the Page 9 of 13 0 0 Crosspointe Center Proffer Condition Amendment _(:J CD C7 G"1 perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer CD areas shall be located within easements to be granted to the HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. F. The Applicant shall establish a start-up fund in the amount of $5,000.00 in order to facilitate the HOA operations. The fund shall be transferred to the HOA at such time that control of the HOA is transferred to the third party property owners. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 10 of 13 • • Crosspoirtte Center XIII. ENVIRONMENT: Proffer Condition Amendment Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FHWA"), the Virginia State Historic Preservation Officer ("SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed Project. Page 1 1 of 13 • Crosspointe Center Proffer Condition Amendment CO CD G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a N period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, with a maximum adjustment period of 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES Page 12 of 13 Crosspointe Center Proffer Condition Amendment -t7 CD O O1 GLAIZE DEVELOPMENTS, INCORPORATED w By: . ` �.-.�— Title:y COMMONWEALTH OF VIRGINIA; CITY/C-0UN-TY OF L,-� --, : to -wit The foregoing instrument was acknowledged before me this D-1 day of 2016, by�� My Commission expires: IA G, MARKLE ,'NRY PUBLIC "' I NATION # 138684 .•..:''a"VEALTH OF VIRGINIA AMISSION EXPIRES 31. 2016 n Notary Public Page 13 of 13 A for o dn� Go 0 FFr(9K1=Ltl(- u o PHASE I RESIDENTIAL - RP 103 ACRES PHASE I RESIDENTIAL - RP 62.0 ACRES s7w, u z w 003 LL U u 0 0 Z W a i_ o � � a Z � g w a- Z w w 2 Z Ug0LL2, �S ° L- J o a W o �8 Z�W$w 0 > w 0 O U) N C/ J w U z w s k b wou• 118W1-3 Mrt MOVENMER 19. 2075 ww�L IGL 1ow pww n mwrI MANDn NWT1 300 Scale GOP SHEET 1 OF 5 � � 7 / ^ .� / \ � ROAD CONSTRUCTION FROM POINTS J TO K TO M TO BE COMPLETED PRIOR TO OCCUPANCY OF 617th DWELLING UNIT �11--T P ` PHASE II RESIDENTIAL - RP 47.5ACRES PHASE I RESIDENTIAL - RP I `' 46.9 ACRES f PHASE It COMMERCIAL- 82 15.5 ACRES ATO PKWa PHASE III RESIDENTIAL - RP 123.0 ACRES U Z N W H UWi Y'n Q 6 N I- U `<LL 0.. z z ^' z w a �6g °m xo pWW a Y ° Z � g w F_ Z w U Z a w G= 0 .2 J w s a W Zi a Z wwo; < O Z N� d w g u) J w U z w 4 a 11806-1-3 un NOJEWER li. 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ALL CURRENTLY UNDER THE NAME CF GLAIZE DEVELCPVENTS, INC. 2. BOUNDARY INFORMATION IS BASED 0:4 A CURRENT FIELD RUN SURVEY PURSUANT TO DEEDS OF RECORD AMONG THE LAND RECORDS OF FREDERICK COUNTY, �IRGINIA, AND U14RECCROED PLATS PROVIDED AND PREPARED BY G'LBERT W. CDFFCRD k ASSOCIATES, INC. DATE OF LIST FIELD INSPECTION* DECEMBER 18, 2007 } THE PLAT OF THE PROPERTY SHOW`! HEREON IS REFERENCED TO THE V.RGI 41A COORDINATE SYSTEM (NORTH ZONE), NAD 1983(CORS96) THE COY&NED GRID AN ELEVATION FACTOR WHICH HAS BEEN APPLIED TO ESTABLISH THE PROJECT COORDINATES IS 09999604836 6 THE LOCATION OR EXISTENCE OF UNDERGROUND UTILITIES, HAZARDOUS MATERIALS. ENVIRONMENTALLY SENSITIVE OR DAMAGED AREAS OR WETLANDS (IF ANY) IS NOT DETERMINED BY THIS SURVEY 8 BOUNDARY EXHIBIT PREPARED VATHOUT BENEFIT OF A TITLE REPCRT, THEREFORE EASEMENTS MAY EXIST THAT ARE NOT SHONTI HEREON S57'27'1 4'E 318.64' N57'2 85 1T32'53'31 339.37' PROPOSED RP TO 82 ZONING 58 30 AC. PROPOSED 82 TO RP ZONING 72 47 AC CD __j SSA. 9p fZ�9n.pf Y L4� 's S>, rr a 603J,s+I\ �bryo-N 3S /9V9 JP, hry F1 LJ S t Z CURVE TABLE _ CURVE RAD;US DELTA LENGTH TANGENT BEARING CHORD CI 113 40' 36'12'45' 71.6T 37 08. 1150'49'23"vl 70 40' C3 I 1223 24 28'TO'T9" 605 OB' 308 86' NIB'12'28"E 598 9S LINE TABLE LINE BEARING LENGTH Ll N66'39'21'E 58.48' L2 1113'07'24"E_ 59.67' L3 S25012'46"w 39.18, La L5- -N20'54'45'YI _ 1458'15'26'W _111 52' L6 1; 81'19't 0"w _10370' 197.77' L7 N75'S0'S2"W 11001' 1-8 R70'09'56"W 191.50' L10 1436'57'09'E 110.81' L11 N27'48'17'E 125.40' _ 146.88' L12 N52'47434'E L13 143014'70'E _ 149.64' L14 N51'00'22"E 296.81' L15 N6217'56'F 1G2.79' L16 H41'31'07'E 226.05' L17 N37'25'05'E 1 4.0G' L18 N31'44'0.'i F 161.13' L19 I N09'08'47'E 135.G9' Lzo 1:07'ti 11'E 85.97 L T I 1:0 <'0 ]' 14' F. 108.57' L22 t142'22'57'E 147.55' 75-A-91 75-A-94 75- -12 S I T E \ 75-A-95 75-A-90 TE 75-A-89A �n 2 75-F-89 I TASKER R01 RTE 642 VICINITY MAP SCALE: 1' = 2000' C4 1009700' 864 71' 864.44' N 7V41'00' W 4'54'24' 432.62' C5 220000 34000' 339.66' N 26'10'28E 651'l7' 170.34' C6 000.00 7587T 25677 S 875415, E 24`4239' 131.43' Cl- 75000' 524.12' 51352 N 82-25'53' E 40'02'24" 273.27' C8 10097.00' 420.9J 42090' S 61'1644' C 2'23'19' 210.49' C9 10097.GO 947.67' 94728' S 6TO9Y2' E Y22'38' 474.16' CIO 4500' 7901 _ 69.25 N 31'47'33' C IDO'36'10' 54.21' C11 47000' 497.17 474.31' NN 51'4724 EE 6076'28' 274.69' C12 45.00 70.86 63.77' N 73'24'02' VI 901335' 45,18' CIS I500 2S.91 22.BI' NN 19Ol'38 N' 9U5823' 1Z55' C14 35,00' 4628 <1.98 H 0T2507' A' 75Y521' 27.23' EXISTING RA ZONING TO REMAIN RA \ 519420 AC s JQ, a• \J`�p \ J (r \ U 1524 :6' a 60. 18. S8917'06'V'l 1984.64' - - I PROPOSED ZONING BOUNDARY CROSSPOINTE DEED BOOK 293, PACE 442 DEED BOOK 896, PACE 1819 h INSTRUMENT #020016414 1 INSTRUMENT #040009128 EA7 SHAWNEE T A�. ERCDERICKA000NTTY,L VRG NIIA SCALE: I = 400, DATE: DECEIABER 13, 2015 GRAPHIC SCALE PEN110NI ASSOC IATES,INC. Enptnean 5vrvary4 Pl-- L-dlcoCe Nddlecls ttT Eo:,Ay S4oe1.5W00 e 7 Wln4hel'or, ViOMia 77601 Vik ( IN FEET ) T 540 LL72133 I Inch - 400 IL F '}0.6650493 SHEET 1 OF 1 F- Ilo. 1100611- yalO ICAO PRS C'll'.. NAA CD C) ---_1 cri NOTES: I. rnZxR.KJt CWnn PRi; Ts-11 6 AND 9A. 'ls-a.1 T5-A-8i. ]a-A-BI. 'la-A-85. >S-A-i6 ANQ Ta-f-). ELL LURFENR ]. BgIMAFI'.—A.. IG RAGED ON A CURRENT P-ErD RUN G'JRNY PMRSV.AIT TO DEEM Of RECORD AANA O P E LAND RECORDS OF PREP NED 1BY 111, A. AND UNRECORDED PLATS PRONDED AND E1ClD •ISPECiN1N. DECCM8VI I& 2WlASSaGAtES INC pAIE OF LA91 S. TNL PLAt LN ME Ri .1T SHORN HENEM IG —ER II 1D 1HE VMOIMA CODRDNAIE sY51LY (NDR1N ZDNE) AD �CB](EQR59B). 'Nc COMDINEU DRb AND EiEVAi1EN F., RHICINNA. BEEN MN— TD ES1A[N5N 1HE PHDRCT CDORCMAIES t5 Q9QW CARJ4 A 1HE L.00AOgI DR ClILST(XCC DF MIOCR4VOIMD UTIJ TES. NAZARDOIJG MAIEfiALS, ENYRUNM.1— —911 4 DO LAAA. M AiEAS CP —AAI05 (1E -N 15 NOi D[TERXINE6 RY TANG NIRVCY. B. BCVNDARY Dx T PREPARED MR[DUT BENEFIT DJ A DTLE REPORT. INLA[POl[E EA9[NEN15 YA, 1-1 t•A, ARE w, GHOXN HEREON 0 1ROPOSE11 RP 10 82 ZONING W.W A^_ PROPOSED R7 TO RP 70MNO >J AJ AC N86'SB']0? 1 SQP.71' / L1b �'9 I ro� N&OasJe�F.P � ` sit J Icy, J �. 1 CURVE ?ABLE RIRVE RADIUS pELTA LNGTH i A•IGENr BEfRIND CHORD n 1r 2&]0'29_ BOiOB _ 3O&_B!' NtBTt'28'E. !_ 59&91' I RIE 7ABLF 9EARP D I IND]H N13TJY• t far N J' G "-' ts LJ I r _ E, N.;Wa tvyertx Ns�ro i2 us nrsRt no.a Ji' 6 2 Imm LIB l2D— NOTS`It 5. Y' L2z Ni _ ,A x EASTRIG RA 70NING TC REMAIN RA 519Ap AD �y 58PY ]'q6'R 19BA,6A' VICINITY MAC - SCALE'. � 200P' cs am sw m Jrrt- [ s 1e [ 1'rr . IJnr' xa ul n IDRi, rA. AA G BR1 a )]31A ]19 iA Cti C11 A.m A9T3 A$ aJUI RSTa 1) [ el•A>}r [ iW81!' $ :rAA9 ni n.aP .&}e• �]QR A v o�ro X 'n'asn- :m GRAPHIC SCALE I ,I.w 'a'Alo1 a PROPOSED ZONING BOUNDARY CROSSPOII17E DEED BODN 293, PAGE A,A7 OEED BOOM. 898. PACE 18'9 INSTRUMENT 0020CIOI14 INSTPMME NY #040009128 9[AANEE NADSIEINAL DB:RICT ,—Dr— �R 1. PDI`AA iLALE t � }Q' 4BEB IS. JMS YADrrgM ANOLM1m,RG wyN zAm NOTES: I. FREDERICK COUNTY PINS: 75-A-89, 75-A-89A, 75-A-90, 75-A-91 75-A-92, 75-A-94, 75-A-95, AND 75-A-96, ALL CURRENTLY UNDER THE NAME OF GLAIZE DEVELOPMENTS, INCORPORATED. 2. BOUNDARY INFORMATION IS BASED ON A CURRENT FIELD RUN SURVEY PURSUANT TO DEEDS OF RECORD AMONG THE LAND RECORDS OF FREDERICK COUNTY, VIRGINIA, AND UNRECORDED PLATS PROVIDED AND PREPARED BY GIL13ERT W. CLIFFORD do ASSOCIATES, INC. DATE OF LAST FIELD INSPECTION: DECEMBER 18, 2007. 3. THE PLAT OF THE PROPERTY SHOWN HEREON IS REFERENCED TO THE VIRGINIA COORDINATE SYSTEM (NORTH ZONE), NAD 1983(CORS96). THE COMBINED GRID AND ELEVATION FACTOR WHICH HAS BEEN APPLIED TO ESTABLISH THE PROJECT COORDINATES IS 0.9999604836. 6. THE LOCATION OR EXISTENCE OF UNDERGROUND UTILITIES, HAZARDOUS MATERIALS, ENVIRONMENTALLY SENSITIVE OR DAMAGED AREAS OR WETLANDS (IF ANY)IS NOT DETERMINED BY THIS SURVEY. 8. BOUNDARY EXHIBIT PREPARED WITHOUT BENEFIT OF A TITLE REPORT. THEREFORE EASEMENTS MAY EXIST THAT ARE NOT SHOWN HEREON. S57'27'1 318.6, N° N32'5. 339 CURVE TABLE CURVE RADIUS DELTA LENGTH TANGENT BEARING CHORD C1 113.40' 36'12'45" 71.67' 37.08' N50'49'23"W 70.48' C3 1223.24' 28'20'29" 605.00' 308.86' N18'12'28'E 598.93' /N85'58'30"E 509.71' tI 331.24' /17r8.4T 0 N / '� in B \a a? �40F 2„h ry � s 1 y, 1 9� O dam/ tiry \CEO C�� S n n siT LINE TABLE LINE BEARING LENGTH Ll N6639'21'E 58.48' L2 N13'07'24"E 59.67' L3 S25'1.2'46'W 39.18' L4 N20054'45"W 141.52' LS N58'15'26"W 193.70' L6 N 1'19'48"W 197.22' L7 N75'50'52"W 110.01' LB N70'09'56"W 191,50' LID N36'57'09"E 1 110.81' 111 N27'48'17"E 125.40' L12 N52'47'34"E 146.88' L13 N30'14'20"E 149.64' L14 N51'00'22'E 296.81' L15 N52'17'56'E 162.79' 1-16 N41'3107"E 226.05' L17 N37'25'05"E 134.86' L18 N31'44'05"E 161.13' L19 1409'08'47"E 135.69' L20 N07'15'11"E 85.97' L21 1 N04'02'14"E 108.57' L22 N42.22'57"E 1 14Z55' ' 75-A-94 SI TE 5-A-89A w 75-A-89 TASKER RC RTE 642 VICINITY MAP SCALE: 1" = 2000' N C4 10097.00' 864.71' 864.44' N 76'41'00' W 4'S424 QZ62' C5 2200.00' 340.00' 339.86' N 26'10'28' E 8151'17' 170.3C C6 600.00' 258.n 256.77 s 89'5495' E 24'42'39 131.43' C7 750.00' S24.12 513.52' N 8725'53 E 4002'24 273.27 co 10097.00' 420.93 420.90 S 63'1614 E 723'19 210.49 C9 10097.00' 947.62 947,28' S 6T09'42' E 522'38' 474.16' C10 45.00' 79.01' 6915 N 31*4733 E 10036'10' 54.21 Cit 470.00' 497,17 474.31 N 51'47'24' E 6936'28' 274.69' C1132 45.00' 70..86' 639 2T24'02' W WIS'35' 45.18' 15.00 259 N 19 875483" 17.55' C14 35.00 46.28 4298 N 0725O3Y 27.23' 0 c+ \ EXISTING RA ZONING \ NOT SUBJECT TO \ THIS APPLICATION \ 51.9420 AC. `N rP \S� PROPOSED \ RP ZONING \ 387.5349 AC. �E 0 \ e/ C9 \ \v\ PROPOSED 62 ZONING o" 15.5095 AC. J/ \ C4 L40 '524.46' S89'17'06"W 1984.64' N88'18'05 381.33' N72'03'02"W 1 408.69' lo- GRAPHIC SCALE IN Feet I I Inch = 400 fL REZONING BOUNDARY PROPERTIES OF: GLAIZE DEVELOPMENTS, INC DEED BOOK 293, PAGE 4.42 DEED BOOK 896, PAGE 1819 INSTRUMENT #020016414 INSTRUMENT #040009128 SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY. VIRGINIA SCALE: 1 = 400' DATE: NOVEMBER 24. 2015 PENNow A390C1ATEs, INC. Engl-. S-y-. Pi-.- Lo„4a000e a.u,ltxts. 117 EYIP 6baK 6W!200 venar 'vtlp4a 22N01 T 6w.8®2130 P W.88644" SHEET I OF I 99.40 169-49 GRAPHIC SCALE ( W FEET ) 1 inch = 400 R CURVE TABLE CURVE RADIUS DELTA LENGTH TANGENT BEARING CHORD Cl 113.48' 36-10'03" 71.63' 37.05' S45'17'50"E 70.45' C2 1223.24' 28'20'30" 605.08' 308.86' S23'45'06"W 598.93' C3 550.00' 17'19'09" 166.25' 83.76' N76'46'15"W 165.62' C4 750.00' 37'43'24" 493-80' 256.22' S84'10''28""E 484.93' C5 750.00' 48'02'45" 628.92' 334.28' N87'51'56"E 610.65' C6 7 9.88' 10'27'56" 14611' 73.26' N56'47'54" 145.90' C7 500.00' 72*51'10' 635.76' 368.99' S03'32'34 E 593.79' C8 780.00' 48'29'47" 660.21' 351.33' S75-48'52"W 640.68' C9 1500.00' ' 32*3952 855.16' 439.55' N21'57'49"W 843.62' C70 780.00' 16-57'10" 230,79' 15.24' N71'27'40"W 229-95' C11 50-OV 28-35'36" 424AV 216.61' S48'00'30"W 419.80' C12 1500.00' 18'38'37" 488.09' 246.22' 02'20"W 485.94' C13 1500.00' 23-4'13" 622.' 15.70' 14'45"W 617.85' C14 400,00' 9'5'08" 686.65' 344.17' 248 685.81, Cis 400000 4" ' ' 553,07' C16 4000.00' 4'21'50" 304.66' 152.40' 10 ' r 304.58'N16 C17 1000.00' 1615'02" 283.63' 142-77' 0 28 10837.00' 232'19" ' 48018' 240.13' S53 10837.00' 9'02'38" 1710,60' 857.08'S59' 07 1C19 C20 10837.00' 6'52'41" /300.94' 651.25" '" 0458E C21 1083700' 4'31'15" 855.06' 427.75' 72'46'56"E 8 10837.00' 'Ot"C22 607 1138.39' 569-72' C23 550.00' 2809'37' 270-32' 137.95' N49'45'45'E 08C18 C24 1200.00' 81-19'58" 1703.43' 1030.94" S76'20'56'W EXISTING ZONING BOUNDARY PROPERTIES OF: GLAIZE DEVELOPMENTS, INC DEED BOOK 293. PAGE 442 DEED BOOK 896, PAGE 1819 INSTRUMENT #020016414 INSTRUMENT #040009128 SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA SCALE: 1 = 400' DATE: DECEMBER 11. 2015 PENNONI ASSOCIATES, INC. cnginaers. 5urvsyars. Rprnars. Lantlscope Mc�ilocts. 117 East RcraEllly S1ras1, Sufla 200 Wtr,a &. V,rW,m 22601 T 540.667 2139 F 540.565. 0493 g �� I PHASEI RESIDENTIAL - RP 103 ACRES PHASE 11 PHASE I RESIDENTIAL - RP COMMERCIAL- B2 47.5ACRES 44.5 ACRES PHASEI RESIDENTIAL - ASE It 46.9 ACRES MMERCIAL- 62 O ���1 PHASEI .5 ACRES COMMERCIAL- B2 51.6 ACRES 28.5ACRES %.0 co) ...........HASEI MM.B20 W ',, D - PHASE1 COMMERCIAL- B2 90AC . ....... 22.5 ACRES PHASE I COMMERCIAL- B2 14.0 ACRE PHASEI RESIDENTIAL - RP 62.0 ACRES 317- - �11 T-W NMI PARK BUFFERpRESERVAT'ON ol PHASE I// RESIDENTIAL - RP � O� 123.OACRES PHASE RESIDENTIAL - RP :..` 103 ACRES �I PHASE COMMERCIAL- B2 l 44.5 ACRES Q I PHASEI O Q PHASE I COMMERCIAL- B2 i A : o o COMM. H d B? I I 1 51.6 ACRES PHASE I LJ n O HISTORIC COMMERCIAL- oO I QQ FAPoc 28.5ACRES I� (TOTAL) ��.E.r , , �L� V RTE 7 - j �E] L PHASEI 0 PHASE PHASE I COMM, -B2 HISTORIC PARK W COMMERCIAL- 9.O AC � -- 22.5 ACRES E4JNAna. "'°" Y - yN PHASE I COMMERCIAL- B2`�' 14.0 RES PHASE l� RESIDENTIAL - RP /1 62.0 ACRES PHASEI — I PHASE RESIDENTIAL - RP 46.9 ACRES U Z W Vu �C C Q u z a� � Z m N ROAD CONSTRUCTION FROM POINTS J TO K TO M TO BE COMPLETED PRIOR TO OCCUPANCY OF 617th DWELLING UNIT PHASE II RESIDENTIAL RP 47.5ACRES 1 w FC E II ERCIAL- B2 RES —.00000 PHA 1��1- lam`--r"�• - - _ - - - - - ® �- - OFv1'?'- - o PHASE il! PHASE III RESIDENTIAL - RP 123.0 ACRES Z W a- Z w W U �i Z a w W 0 J -" O aW�iw ^s a Z w >LLJ o a t] N ? lL a u 0 N (%) QJ w U z W 0 ^ * 118W1-3 o.rt NOJE%'KR 19. 20'5 wNwMG UJr" 1•-3w cw.wwn MWI .r.wvwu n AIW i 300 Scala OOP SHEET 2 OF 5 Po H PHASE COMMERCIAL- B2 44.5 ACRES PHASE COMM. 8-2 4 sIcAc PHASE I PART( COMMERCIAL - 82 28.5 ACRES PHASE I 00 .. - :' D •. oQ PHASE I W COMMERCIAL 62 . ....... 22.5 ACRE_ 0 - I� PHASE COMMERCIAL- V MERCIAL- B2 14.0 ACRE � a PHASE ' RESIDENTIAL - RP - 103 ACRES , PHASE J RESIDENTIAL - RP 46.9 ACRES PHASE COMMERCIAL- B2 51.6 ACRES jf PHASE III PHASE COMM. -B2 ! SERVAL 9.0AC HISTORIC PARK s pRE - - -- ----- --- ppgoWABUFFER ,tot — mfi PHASE 0 RESIDENTIAL - RP 62.0 ACRES F K PHASE III RESIDENTIAL - RP 123.0 ACRES PHASE II RESIDENTIAL - RP 47.5ACRES iE II MERCIAL- B2 ACRES A �•4 7 U Z ry N W rW/)n� O s { V t Q LL N N c U`: 0 2 , J h Z W a z � Q wa Zw w 2 F- Z S U z Eh w 300'1 = W wji z Qja 08 0 WH a- uiN W U z w (D IT ^+�* 11806-1-3 NOVEMBER 19, 2015 300 Scale GDP SHEET 3 OF 5 sol , a PHASE I RESIDENTIAL - RP 103 ACRES . .. ........... p PHASE I PHASE 11 RESIDENTIAL - RP COMMERCIAL- B2 47.5ACRES 44.5 ACRES PHASE RESIDENTIAL - RP -i I PHASE 11 46.9 ACRES COMMERCIAL- B2 PRASE I PHASE ICOMMERCIAL CoW COMMERCIAL- B2 15.5 ACRES &2 51.6 ACRES rwa ap PHASE I HISTORIC COMMERCLAL - 02 PAW 28.5ACRES y, ... O (TOTAL) it o 37 C::E : j C PHA I PHASE I W `, D COMMERCIAL- B2 CH �'" 22.5 ACRES -- PHASE I VI I COMMERCIAL- B2 14.0 ACRES P� PHAM tit PHASE I COMM. -B2 :HISTORIC PARK STREAM PRESERVAT 9.0AC BUFFER - --------- ATO PHASE I// RESIDENTIAL - RP 123.0 ACRES PHASE I RESIDENTIAL - RP 62.0 ACRES PHASE RESIDENTIAL - RP 103 ACRES PHASE COMMERCIAL- B2 44.5 ACRES PHASEI - - O COMM !. 0 B-2 0 O 00 QQ PHASE I 00 QO PAC COMMERCLAL - B2 w 28.5 ACRES _ II � O lTOT�a a ir 0 PHASE COMMERCIAL- B2 CH r 22.5 ACRES O�w NEB 0' D PHASE 1 COMMERCIAL- B2 14.0 ACRES,/ l i F PHASE RESIDENTIAL - RP 46.9 ACRES PHASE COMMERCIAL- B2 51.6 ACRES PHASE 1 RLISSELL MGM. -82 ISTORIC PARK TSF,W PRESERVATION 9.0 AC s --- BUFFER �CARYSBROOK REDOUBT AREA /I PHASE RESIDENTIAL - RP 62.0 ACRES L PHASE II RESIDENTIAL - RP 47.5ACRES Wi Q a PHASEII Jj COMMERCIAL- B2 r 115.5 ACRES IL�---00000 PRISE IM tt t� PHASE III RESIDENTIAL - RP O /� 123.0 ACRES U 2 W y 2 y Q F. L p -1 v 7- 2 W O a ff �3 >�Y N Z z ly_ z W Q a ZLW W Qm Z C CL w UU,CoU N W z o-o a J LLJ z°> ZZo�o `p O -W B Q N Jw U) g � N cj OY Qw Uaw 118061-3 a�R NOVEM" 1%, 2015 :nwixwi t••](q 300 Scala GDP SHEET 5 OF 5 NOTES; 1. FREDERICK COUNTY PINS: 75-A-89, 75-A-89A, 75-A-90, 75-A-91, 75-A-92, 75-A-94, 75-A-95, 75-A-96 AND 75-4-2. ALL CURRENTLY UNDER THE NAME OF GLAIZE DEVELOPMENTS, INC. 2. BOUNDARY INFORMATION IS BASED ON A CURRENT FIELD RUN SURVEY PURSUANT TO DEEDS OF RECORD AMONG THE.. LAND RECORDS OF FREDERICK COUNTY, VIRGINIA, AND UNRECORDED PLATS PROVIDED AND PREPARED BY GILBERT W, CLIFFORD & ASSOCIATES, INC. DATE OF LAST FIELD INSPECTION: DECEMBER 18. 2007. 3. THE PLAT OF THE PROPERTY SHOWN HEREON IS REFERENCED TO THE VIRGINIA COORDINATE SYSTEM (NORTH ZONE), NAD 1983(CORS96). THE COMBINED GRID AND ELEVATION FACTOR WHICH HAS BEEN APPLIED TO ESTABLISH THE PROJECT COORDINATES IS 0.9999604836. 6. THE LOCATION OR EXISTENCE OF UNDERGROUND UTILITIES, HAZARDOUS MATERIALS, ENVIRONMENTALLY SENSITIVE OR DAMAGED AREAS OR WETLANDS (IF ANY) IS NOT DETERMINED BY THIS SURVEY, 8. BOUNDARY EXHIBIT PREPARED WITHOUT BENEFIT OF A TITLE REPORT. THEREFORE EASEMENTS MAY EXIST THAT ARE NOT SHOWN HEREON. PROPOSED RP TO B2 ZONING 58.30 AC. PROPOSED B2 TO RP ZONING 72.47 AC. IN8658'30"E 178.4T 331.2'� ---509.71' �U \ � f f�A m / 1m. my �o �� h o+ 1 a219n 0 f = CURVE TABLE CURVE RADIUS DELTA LENGTH TANGENT BEARING CHORD Cl 113.40' 36'12'45" 71. 57- 37.08' N50'49'23"W 1 70, 48' C3 1223.24' 1 28'20'29" 605.08' 308.86' N18T2'28"E 1 598.93' LINE TABLE LINE REARING LENGTH L1 N66'39'21"E 58.48' L2 N13'07'24"E 59.67' L3 S25'12'46'W 39.18' L4 N20'54'45"W 141.52' L5 N58'15'26"W 193. 70' L6 N81'19'48"W 197. 2' 17 N75'50'52"W 110.01' 1-8 N70'09'56"W 191.50' LIO N36'57'09"E 110.81' LI1 N27.48'17"E 125.40' L12 N5247'34"E 146-88' L13 N30-14.20"E 149.64' L14 1451'00'22'E 296.81' L15 N62'17'56"E 162.79' L16 N41-31.07"E 226.05' L17 N37'25'05"E 134.86' L18 N31'44'05"E�135.69* L19 N09'OB'47"EL20 NO7T 5'11"EL21 N04'02'14"EL22 N42-22'57"E A-91 75-A-94 _92 SI TE 75-A-95 -90 ,75-A-89A rn 1 6 75-A-89 n TASKER RC RTE 642 VICINITY MAP SCALE: 1" = 2000' C4 10097.DO' 864.71' 864-44' N 7641'00" W 4'5,4'24' 432.62' C5 2200.00' 340.00' 339.66' N 26'I0'28" E 85117 170.34' C6 600.00' 258,77' 256.77 S 89'S4'15" E 24'4239 131.43' C7 750.00, 524.12' 513.52' 1 N 82-25'53' E 40'02'24" 273.27 CB 10097.00' 420.93' 420.90' 1 S 6S 16'44" E 2'23' 19' 210.49' C9 10097.00' 947.62' 947.28' 1 S 6709.42" E 522 38 474.16' CIO 45.00' 79,01' 69.25' N 31'47'33' E 100'36'ID" 54.21' C11 470.00' 497,17' 474.31' N 51'47'24" E 60'36'28" 274-69' C12 45.00' 70.86' 63.77' N 232402' W 9P1335" 45.18' C13 151 2591 N ITO 1'38' W 858231" C14 35.0 46,28' .8' 42 N OT25'0T W 2177..255' 09 �Y � EXISTING RA ZONING TO REMAIN RA L78 h \ 51.9420 AC. L17 \ B2 ZONING Iv 171.3501 AC. V\5 S VGA' O \ \syi• �v 'l• • I S \?O AD \ h 110.16' t• ��?S / C6 208-49' VAS 4 \ L44 l I Cg \ S57'27'14"E / wg o41 B2 ZONING w \ 318.64' J C7 �' 15.5095 AC. o N57'27'14"W 85.12' E \ E u N32'53'31'W RP ZONING? _ _ 1524.46' _ 4fi0.i8' 387.5349 AC. (TOTAL) 339.3T Bc _ S89'1T06"W 1984.61' va, Hugs �0�, 13 ?7. h N n N60SJ is. �o a 'SS9 Iy gtg J� o-`Oryh J7 E•� 1 y� B7?7J GRAPHIC SCALE I IN FF.F,T I 1 inch - 400 IL PROPOSED ZONING BOUNDARY CROSSPOINTE DEED BOOK 293, PAGE 442 DEED BOOK 896, PAGE 1819 INSTRUMENT #020016414 INSTRUMENT #040009128 SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, VIRGINIA SCALE: 1 = 400, DATE: DECEMBER 13. 2015 PENNONI ASSOCIATES, INC. Engineers. su,varos. Planers. LanCscopM Alc lticts. 117 EMML PkraONT SILL SWIM 200 WlechMner, V4gkW2'2801 T 540.087.2139 F 540.60S.M93 MEET I OF 1 No. IISO6tl-SOY.O.0 Pennons PENNONI ASSOCIATES INC. CONSULTING ENGINEERS January 27, 2016 Michael Ruddy, AICP Deputy Director Frederick County Planning and Development 107 N Kent Street, Suite 202 Winchester, VA 22601 RE: Crosspointe Proffer Amendment — Revised Proffer Statement Dear Mike, In response to additional input received this morning, please find attached a revised proffer statement, dated today, for Crosspointe. I have also attached a redlined version of the proffer depicting the changes made from the most recent submission which are limited to the following: 1) Proffer V.B. which previously provided for lump sum contributions for the first response fire department has been revised to provide the contributions for "fire and rescue purposes" which provides additional flexibility in the use of those funds. 2) Proffer XI.F. has been added which provides for a start-up fund of $5,000 for the HOA at Crosspointe. If you have any questions or comments, please feel free to contact me at (540) 667-2139. Sincerely, PE Pal Sel Attu AMENDED PROFFER STATEMENT REZONING: PROPERTY: RECORD OWNER: APPLICANT PROJECT NAME: ORIGINAL DATE OF PROFFERS: REVISION DATE: PROFFER CONDITION AMENDMENT: REVISION DATE: RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 574.37 acres -1-/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") Glaize Developments, Incorporated, a Virginia corporation. Glaize Developments, Incorporated, a Virginia corporation Crosspointe Center (the "Project") August 27, 2003 October 22, 2003 January 23, 2004 August 7, 2015 November 20, 2015; December 15, 2015; January 4, 2016; January 27, 2016 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affinnatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full Page 1 of 13 Crosspointe Center Proffer Condition: Amendment force and effect. The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated November 19, 2015 (the "Revised GDP"). 1. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("B2") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. Page 2 of 13 Crosspointe Center Proffer Condition Amendment D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. It is the Applicant's intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (B), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, II, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. Page 3 of 13 0 0 Crosspointe Center Proffer Condition Amendment improvements, and the Applicant shall have no further obligation with respect thereto except as provided.' (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "H" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617`" residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown oil the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services 2 For clarity in the interpretation and enforcement of these Amended Proffers, the Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to "E" "E" to "G" "F" to "G" "G" to "H" and "H" to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route 11 west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. Page 4 of 13 • Crosspointe Center 11 Proffer Condition Amendment shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until occupancy permits have been issued for 370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase lI Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase 11, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to 1iom Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . 4 The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not Page 5 of 13 Crosspointe Center Proffer Condition: Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase III, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (III). The Applicant shall design and construct the second two lanes of the four lane Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsitc properties to intersect with Tasker Road (S.R. 642) (frorn Point "N") or with links provided by others to U.S. Route 522. (From Point "M"); or already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. Page 6 of 13 u • Crosspointe Center Proffer Condition Amendment 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (From Point "L"); or 3. A revised Traffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) In the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "E" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.' of cornmercial/retail gross leasable floor area as outlined in proffer II A. Lb. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. Page 7 of 13 • Crosspointe Center Proffer Condition Amendment II1. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tasker Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Board for fire and rescue purposes, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase II and Phase III, payable upon issuance of the first building permit for any residential or commercial constriction in each of the phases as described herein. Page 8 of 13 • Crosspointe Center Proffer Condition Amendment VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy pen -nit for each such unit with the exception of age -restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "HOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the Page 9 of 13 Crosspointe Center Proffer Condition Amendment 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 HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. F. The Applicant shall establish a start-up fund in the amount of $5,000.00 in order to facilitate the HOA operations. The fund shall be transferred to the HOA at such time that control of the HOA is transferred to the third party property owners. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 10 of 13 Crosspointe Center Proffer Condition Amendment XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FI-IWA"), the Virginia State Historic Preservation Officer ("SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed Project. Page I I of 13 0 • Crosspointe Center Proffer Condition Amendment G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be detennined by the Applicant. XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not pen -nit constriction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months alter the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, with a maximum adjustment period of 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES Page 12 of 13 Crosspointe Center Proffer Condition Amendment GLAIZE DEVELOPMENTS, INCORPORATED By: Title:y' COMMONWEALTH OF VIRGINIA; CITY/C-0UN-T-Y OF U,_� CA : to -wit The foregoing instrument was acknowledged before me this ate, `day of 2016, by My Commission expires: L•. MARKLE '•,,,,\RY PUBLIC ,':. i ,iATION II 138684 ~v".EALTH OF VIRGINIA .--imiSSION EXPIRES ce 31. 2016 Notary Public Page 13 of 13 0 • AMENDED PROFFER STATEMENT REZONING: RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 PROPERTY: 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") RECORD OWNER: Glaize Developments, Incorporated, a Virginia corporation. APPLICANT: Glaize Developments, Incorporated, a Virginia corporation PROJECT NAME: Crosspointe Center (the "Project") ORIGINAL DATE OF PROFFERS: August 27, 2003 REVISION DATE: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 REVISION DATE: November 20, 2015; December 15, 2015; January 4, 2016i January 27, 2016 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full Page 1 of 13 Crosspointe Center Proffer Condition Amendment force and effect. The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated November 19, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it dernonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("132") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. Page 2 of 13 Crosspointe Center Proffer Condition Amendment D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. It is the Applicant's intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building pen -nits shall rest with the Applicant. F. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (B), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, II, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),, the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. Page 3 of 13 Crosspointe Center Proffer Condition: Amendment improvements, and the Applicant shall have no further obligation with respect thereto except as provided.z (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "H" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617`" residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services 2 For clarity in the interpretation and enforcement of these Amended Proffers, the Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to "E" "E" to "G" "F" to "G" "G" to "H" and "H" to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route I west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. Page 4 of 13 i Crosspointe Center Proffer Condition Amendment shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until occupancy permits have been issued for 370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase II, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . ' The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not Page 5 of 13 • • Crosspointe Center Proffer Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase III, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two lanes of the four lane Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-I design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsite properties to intersect with Tasker Road (S.R. 642) (from Point "N") or with links provided by others to U.S. Route 522. (From Point "M"); or already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. Page 6 of 13 0 0 Crosspointe Center Proffer Condition Amendment 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (From Point "L" )• or 3. A revised Traffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) In the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "E" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.' of commercial/retail gross leasable floor area as outlined in proffer II A.l .b. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. Page 7 of 13 Crosspoirite Center Proffer Condition Amendment III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tasker Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Board for t-he Fii-e Department providing seFviee to t e—Ri eet a first respenderfire and rescue ui oses, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase II and Phase III, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. Page 8 of 13 • Crosspointe Center Proffer Condition: Amendment VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the surn of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "HOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including storrnwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the Page 9 of 13 • 0 Crosspointe Center Proffer Condition Amendment 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 HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. F. The Applicant shall establish a start-up fund in the amount of $5,000.00 in order to facilitate the HOA operations. The fund shall be transferred to the HOA at such time that control of the HOA is transferred to the third party property owners. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. Page 10 of 13 11 Crosspointe Center XIII. ENVIRONMENT: Proffer Condition Amendment Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FHWA"), the Virginia State Historic Preservation Officer ("SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed Project. Page 11 of 13 • 0 Crosspointe Centel• Proffer Condition Amendment G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that tithe to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, with a maximum adjustment period of 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES Page 12 of 13 0 Crosspointe Center Proffer Condition Amendment GLAIZE DEVELOPMENTS, INCORPORATED Title: COMMONWEALTH OF VIRGINIA; CITY/COUNTY OF : to -wit The foregoing instrument was acknowledged before me this day of 2016, by My Commission expires: Notary Public Pap 13 of 13 • 0 REZONING: PROPERTY: RECORD OWNER APPLICANT: PROJECT NAME ORIGINAL DATE OF PROFFERS: REVISION DATE AMENDED PROFFER STATEMENT PROFFER CONDITION AMENDMENT: REVISION DATE RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 574.37 acres -1-/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of' 75-A-90 and 75-A-94 (the '`Property") Glaize Developments, Incorporated, a Virginia corporation. Glaize Developments, Incorporated, a Virginia corporation Crosspointe Center (the "Project") August 27, 2003 October 22, 2003 January 23, 2004 August 7, 2015 November 20, 2015; December 15, 2015; January 4, 2016 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the clay following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the clay following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full force and effect. Page 1 of 13 Crosspointe Center Proffer Condition Amendment The headings of the amended 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 requil-enlent, unless otherwise specified herein. The term "Applicant" as referenced herein shall include within its meaning all future owners and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated November 19, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation IIllpact Analysis, that the then -existing roads in the Project will continue to fuIlction at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("B2") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal Page 2of' 13 Crosspoln(e Center Proffer Condition Amendment requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. It is the Applicant's Intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (I3), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, II, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. Page 3 of 13 Crosspoi lie Center Proffer Condition A mendinew improvements, and the Applicant shall have no further obligation with respect thereto except as provided.2 (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "IT' to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617"' residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the Purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services '- For clarity in the interpretation and enforcement of these Amended Proffers, the Phase I road and highway improvements that arc being constructed by VDOT as of the date of approval of these Amended Proffers, and which arc deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to "E" "E" to "G" "F" to "G" "G" to "I -I" and "I -I" to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route I west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. Page 4 of 13 Crosspointe Center Proffer Condition Amendment shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until occupancy permits have been issued for 370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit In that Phase II, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . ' The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. Tile Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not Page 5 of' 13 C� Crosspointe Center Prof er Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior- to issuance of the first occupancy permit in Phase III, unless otherwise Voted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior- Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the coIstruction of a road conIlection to Point N from the South. If Such a road connection Is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two lanes of the four large Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior- Drive is extended by the Applicant or others from the south across offsitc properties to intersect with Tasker Road (S.R. 642) (from Point "N") or with links provided by others to U.S. Route 522. (Prom Point "M"); or already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. Page 6 of 13 0 i Crosspointe Center Proffer Condition Amendment 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (From Point "L" ); or 3. A revised Traffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) In the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "E" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.z of commercial/retail gross leasable floor area as outlined in proffer- II A.1.b. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either- such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October- and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. Page 7 of' 13 0 0 Crosspointe Center Prof Condition Amendment III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Taskcr Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy perinit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Board for the Fire Department providing service to the Project as first responder, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase II and Phase III, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described lierein. Page 8 of 13 0 0 Crosspointe Center Proffer Condition Amendment VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "FIOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the Page 9 of 13 C'osspolnte Center Proffer Condition Amendment 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 HOA if platted within residential or other lots, or otherwise granted to the FIOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) responsibility for the perpetual maintenance of any street, perimeter, or road buffer areas, all of which buffer areas shall be located within casements to be granted to the POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or casements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. Page 10 of 13 0 0 Crossparnle Center Proffer Condition Amendment XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, Including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of' any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FI-IWA"), the Virginia State Historic Preservation Officer ("SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed Project. G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. Page I I of 13 Crosspolnte. Center Proffer Condition Amendmew XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 fi•om that date 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, with a maximum adjustment period of 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES Pap 12 of 13 Crosspointe Center Proffer Condition Amendment GLAIZE DEVELOPMENTS, INCORPORATED By Title: COMMONWEALTH OF VIRGINIA; CITY/C—OUNTY OF W � � : to -wit The foregoing instrument was acknowledged before me this l� day of v1.Acluc.r , 2016, by My Commission expires ANITA E. MARKLE NOTARY PUBLIC REGISTRATION It 138684 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JULY 31, 2016 Notary Public Page 13 of 13 • 0 AMENDED PROFFER STATEMENT REZONING: RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 PROPERTY: 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") RECORD OWNER: Glaize Developments, Incorporated, a Virginia corporation. APPLICANT: Glaize Developments, Incorporated, a Virginia corporation PROJECT NAME: Crosspointe Center (the "Project") ORIGINAL DATE OF PROFFERS: August 27, 2003 REVISION DATADATE: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 REVISION DA-T-ADATE: November 20-, 2015iDecember 15, 2015; January 4, 2016 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the `Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full force and effect. Page I of 13 Crosspoitle Center Proffer Condition Amendment The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated 9ctohe9November 19, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("B2") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal Page 2 of 13 Crosspointe Center Proffer Condition Amendment requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. It is the Applicant's intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer- I (B), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, II, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. Page 3 of 13 0 Crosspointe Center Proffer Condition Amendment improvements, and the Applicant shall have no further obligation with respect thereto except as provided.' (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "Fl" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617`f' residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services 2 For clarity in the interpretation and enforcement of these Amended Proffers, the Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to "E", "E" to "G", "F" to "G", "G" to "H", I", and "H" to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route 11 west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. Pagc 4 of 13 Crosspointe Center Proffer Condition Amendment shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until occupancy permits have been issued for the-370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase II, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . ' The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not Page 5 of 13 Crosspointe Center Proffer Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase III, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two lanes of the four lane Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior- Drive is extended by the Applicant or others from the south across offsite properties to intersect with Tasker Road (S.R. 642) (atfrom Point "N") or with links provided by others to U.S. Route 522. (At -From Point "M"); or already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior- Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. Page 6 of 13 0 • Crosspointe Center Proffer Condition Amendment 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (A4-From Point "L"); or 3. A revised Traffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) The area -otrtsjde-of111-i.e-90' to 1-10' ritjit-otrwa-y�quired-fer-Route 37shall be-planned-a-s-open--apaee aand-in-In the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "E" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.' of commercial/retail gross leasable floor area as outlined in proffer II A. Lb. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. Page 7 of 13 1_1 f� Crosspointe Center Proffer Condition Amendment III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tasker Road and Warrior Drive), exclusive of those constricted by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Board for the "oIunteet- Fire Department providing service to the Project as first responder, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase II and Phase III, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. Page 8of13 0 Crosspointe Center Proffer Condition Amendment VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "HOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the Page 9 of 13 0 0 Crosspointe Center Proffer Condition Amendment 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 HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refiuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, cornmon area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. Page 10 of 13 0 0 Crosspointe Center Proffer Condition Amendment XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FHWA"), the Virginia State Historic Preservation Officer ("SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed Project. G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. Page 11 of 13 Crosspointe Center Proffer Condition Amendment XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, fer:-a-per-ied-+iot-to edwith a maximum adjustment period of 10 years, subject to a cap of 4% per year, non - compounded. SIGNATURES APPEAR ON FOLLOWING PAGES Page 12 of 13 [J E Crosspointe Center Proffer Condition Amendment GLAIZE DEVELOPMENTS, INCORPORATED IC Title: COMMONWEALTH OF VIRGINIA; AMENDED PROFFER STATEMENT REZONING: RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 PROPERTY: 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") RECORD OWNER: Glaize Developments, Incorporated, a Virginia corporation. APPLICANT: Glaize Developments, Incorporated, a Virginia corporation PROJECT NAME: Crosspointe Center (the "Project") ORIGINAL DATE OF PROFFERS: August 27, 2003 REVISION DATA: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 REVISION DATA: November 20, 2015 December 15, 2015 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full force and effect. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 0000021 Page 1 of 13 • Crosspointe Center Proffer Condition Amendment The headings of the amended 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 tirne 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer- to the plan entitled "Generalized Development Plan, Crosspointe Center" dated October- 9, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("132") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 ) Page 2 of 13 Crosspointe Center Proffer Condition Amendment requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. It is the Applicant's intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (B), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, II, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of coin merci al/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the VDOT highway improvements under constriction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road improvements, and the Applicant shall have no further obligation with respect thereto except as provided.2 ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. 2 For clarity in the interpretation and enforcement of these Amended Proffers, the (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 3 of 13 Crosspointe Center Proffer Condition Amendment (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "H" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 6171h residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to "E", "E" to "G", "F" to "G", "G" to "H", and "H" to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route 11 west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 ) Page 4 of 13 Crosspointe Center Proffer Condition Amendment shall not commence until occupancy permits have been issued for the 370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase II road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase II, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . ' The Warrior interchange improvements in Phase 11 of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 0043,16 000002) Page 5 of 13 Crosspointe Center Proffer Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of' the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase III, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two lanes of the four lane Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS- I design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsite properties to intersect with Tasker Road (S.R. 642) (at Point "N") or with links provided by others to U.S. Route 522. (At Point "M"); or 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (At Point "L"); or 3. A revised Traffic Impact Analysis is prepared, reviewed, and ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 6 of 13 0 0 Crosspointe Center Proffer Condition Amendment approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) The area outside of the 90' to 110' right-of-way required for Route 37 shall be planned as open space, and in the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "C" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.z of commercial/retail gross leasable floor area as outlined in proffer II A. Lb. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 ) Page 7 of 13 0 0 Crosspointe Center Proffer Condition Amendment dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tacker Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Volunteer Fire Department providing service to the Project as first responder, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase II and Phase III, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 ) Page 8 of 13 0 9 Crosspointe Center Proffer Condition Amendment VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "HOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) 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 HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 9 of 13 • 0 Crosspointe Center Proffer Condition Amendment the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. { P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 } Page 10 of 13 0 Crosspointe Center Proffer Condition An:endniew B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FHWA"), the Virginia State Historic Preservation Officer ("SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed Project. G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page I I of 13 i i Crosspointe Center XVI. ESCALATOR CLAUSE Proffer Condition Amendment In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid for a period not to exceed 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 12 of 13 0 1] Proffer Condilion Amendment Crosspointe Center GLAIZE DEVELOPMENTS, INCORPORATED C Title COMMONWEALTH OF VIRGINIA; 'Am CITY/COUNTY OF ,l n c_V)lX__ z� \-c--' :to -wit The foregoing instrument was acknowledged before me this day of rv:D{c.-,—V-en2015,by �o�,n Ca f� ��i�� Pr�Stc� 'E' rr)� Notary Public My Commission expires: Y!", l2-O \ ANITA E. MARKLE NOTARY PUBLIC REGISTRATION tt 138684 COMMONWEALTH OF VIRGINIA 1v1Y CONIMISSION EXPIRES JULY 31, 2016 (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 ( Page 13 of 13 0 0 AMENDEll PROFFER STATEMENT REZONING: RZ 4 Proffer Condition Amendment to approved Rezoning 13-03, to RP and 13-2 PROPERTY: 574.37 acres +/-; "fax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of' 75-A-90 and 75-A-94 (the "Property") RECORD OWNER: Glaize Developments, Inc incorporated, a Virginia corporation. APPLICANT: Glaize Developments, hlcIncorporated, a Virginia corporation PROJECT NAME: Crosspointe Center (the "Project") ORIGINAL DATE OF PROFFERS: August 27, 2003 REVISION DATA: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 Rf' VISION DATA: November 20 , 2015 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for Page 1 of 15 • Crossponrle Center Proffer Condition Amendinen[ that purpose and the originally approved proffers for the Property shall remain in full force and effect. The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated \October 9. 2015 (the "Revised GDP"} and sllall-include thcLl�>Ilo�irlg:"Z 4-.1. DEVELOPMENT Or PIIASE'D LAND USE AND TRANSPORTATION: 4-1-A. reap e#=Eo»�I ttc i I-de��c F>I�Irlent-ol�-thc3 I-repc+t}�"['hc Project shall be developed as one single and unified Project in C'E1liformaneeaccordancc with theapplicable ordinances, regulations of th��f3tlsi�x-General ("(3� °} rcininl;-ditr'ict-as scat 1F>rth it 1=rec-Ier�I�L�u�tt}�C-ec3e:�1-l-eor�ll}le��ial-dei�elel�I�lent-f>rl-thL I?repei-t-}�Ilall-eoll�pl3�vith the ai�lresaicl rE1gEllations er and design standards and this Amended Crosspointe Proffer Statement, as may be o> heff�q+-Se,Lapproved by Board. I B. Commercial/retail development on the 1?repei+yProicct shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP.- except as provided herein. Notwithstanding thi-sAIni-itationtlie forcgoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level Of' Service. upon construction of such additional commercial/retail uses. I Areas of' commercial deyc1opniclit 011 the PI.Oicct sh2lll be deyelOped in conformance with the I-C!�Iula6011s of the Business General ("132") zoning district, as set forth Ill the 1'I•edCl•ICk COL111tV COde All C0111I11Ci'Clal (level ol)nlCilt oil the Proiect shall coinply with the aforesaid regulations or as may be otherwisc approved by Frcdcrick County. C. Residential development on the Proiect shall not exceed a nlaxinlunl 01' 1578 dwc11in1 units of which 200 may be age -restricted housing units that may be constructed in any phase of the Proiect as those phases arc set out below. All permitted Clwell111cs Illay be slii!Jc-ftuuiINr detached Single-falnlly att£1ChCd. 01• 111Ldtl-1111111y. 1-� 1. Areas of residential development on the shall be developed in conformance with the regulations of the Residential Performance ("RP") Page 2 of 15 • 0 Crosspoinle Center Proffer Condilion Amendment zoning district, as set forth in the Frederick County Code. All residential development on the 1'-ropc-�rt-}-Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. -1-=4-A . [fie-s i dcr� t-i�l-flc1vc�leprr�cl�t-el�-t-his-I'-►�eperty-sha ll-n<>t-c�:ccec-l--a-1�3 a�i try ltrrre l-� f-3-7-c#��c�l1i►�-ref=���ii�lr?t1F} n�nj�bcge-]tstric tcd 1}eltin� llr�it�lrii-n�a be eanetccin and phases a1=1hc� 1'rc>}cct- thc3scz hhase��et-ollt bale��� All permitted dwellings allay be single-fa111ily det<1Ched, Sillgle-lInlily atlaChCd. Or illllltl-11111ily. 1-DExcept to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the P-l--opert-yPro'ect identified as "age -restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the PropertyProject, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. I=i3 A-I?1?44-)--V7AI: f�—=1=hc.-�ropc�t'ty-sl-1a1-1-1�cYcic1ve�1<->pec�--as-ene,L�tn�lc=and-ttili-l-icEl-Elc�lclol�rl�c-r}t irl aeeetda+lee��+tll ap131it�rhl�olfl+llal�ee l �ulatiE>►ls-ancl cic�si�11 ta�ldards:-ai4 this f1111c nded C=re��e�t�1'rc>f(� i-�latenlcnt as ;rh{�tt}vecl b3 N�c� 13eard- F. Trans improyelnCnts shall be associated with and initlatcd with each Phase of' the Proiect as set forth. It is the Applicant's intent to utilize public road funding as it may be available for portions of this Project, provided, however, that the responsibility for Causin;� required construction to occur p►ior to issuance olbuilding permits shall rest with the Applicant. 1-. The commercial floor Space proffered herein is the nlininlunl necessary to Instigate the residential impacts of each phase without the IlCcesslty of cash prof fcrs and is not a cap on commercial development other than that set forth in Proffer I (13), above. It. PHASING PROVISIONS. A. The P-r)pc-4-yPro'ect shall be developed in three phases... denominated Phases I, I1, and III, as follows: 1 Phase I of the Project shall consist of not more than 960,000 square feet of conuncrcial/retail gross leasable floor space and 938 total dwcllinP units, on the basis of the Phase I Transportation Improvements and except as provided below. Page 3 of 15 • U C'rosspointe Center Proffer- Condition Amendment a) The Phase I Transportation Inlprovenlents arc as follows: 27277(i) Pursuant to an agrecnlent entered into by and between VDOT, Glaize Developments, Incorporated. and the Frederick County Zoning Administrator, dated May 7 2012 (the '`Three Party Aqrecment").' the County has deemed the VDOT highway improvenlentS Linder conStl-uction aS 01' the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I profilers. Development rized as—k-41ows-. or Phase I herein therefore I'CgUires no additional Toad improvements, and the Applicant shall have no Further obligation with resdlect thereto except as providcd.2 (ii). Notwithstanding the toregoing,_prior to the issuance Of' the first occupancy permit within Phase I, the Ap�lif cant shall ft�c(tlde of—li sdesi �Igl and complete the extension of Tasker Road li'om Point "if" to " J" as shown on the Revised GDP The exact locatioIl and design of that extension shall be Ill SLlbstantlal conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance Of the first Occupancy permit tOr the 617`i' residential dwelling unit, the Applicant shall design, construct, and COnlplete the extension of -Fasker Road from Point ",I" to "K," is well as the segment of Warrior Road from Point "K" to "M'' as shown on the Revised GDP. The exact location and design of ' A copy of' the Three Party Agreement is attached hereto and incorporated herein for reference. but is not proffered. For clarity in the interpretation and enforcement ol' these Amended Proffers, the Phase I road and highway Iillprowments that are being COI1St1-Llctcd by VDOT as of the date of approval of these Amended PI-offel'S alld which are c1ccined to have been satisfied pLll'SLlallt to till' 111-CC PW-tV A i-CCI11Cnt arc the Toad sc(,,ments Identified as "A" to_` B", "D' to "L" - to 'G' "I"' to `G' 'G" to "If", and '11' to "I" on the obi rig ual Generalized Development Plan exhibits identifying those Segments, the conSt1-L1Ctio1l Of'a 20-Inch water Mlle replacement slid any improvements to U.S. ROLIte I I West Of Interstate 81 VDOT has not however constructed segment "I I" to "J" as required by the Three Party Agreement but provision for its construction is referenced in Prof7er A( IA( I )(b). For the purposes ol'this Proffer Statement all proffered road improvements shall he clecnled complete when a roadway is opell for_public use, whether or not the final coat of asphalt has beell applied and whether or not it has been accepted into the state highway System. Page 4 of 15 • LI Crossj)oinfe Centel' %ProfjBl" Condillon fllltL'17chnent S11C11 inip-mlel11cntS shall be lil Sllbsta►ltlal COnforlllailce with the lZeylsed GDP bnt Shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than z50370,000 S-square feet of commercial -/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis for review by VDOT and the County, for the ptll'pOSC Of ICICIAIlylllt; Such Illlproye111C►lts as ►flay be necessary 111 order for the intersection 01' the Route 37 temporary off=ramp and "fusl<cr Road to operate at an acceptable level of service. The Applicant shall construct such 011-site inlprovenlents, if any as may be identified by such Analysis prior to the issuance of further occupancy. permits Gross building floor area ConStl'ucted for I'rederick County t,JOvernnlent services shall be inclucled in the required ll'Z1ff1C study but shall not count towards the aforesaid limitation. 22-1—Phase 11 of the Project shall consist Of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until Occupancy hermits have been issued for the 370,000 S ILIare feet oI commercial/retail gross leasable Moor space authorirecl for Phase I and upon completion of the Phase II road inlprovenlents required herein. Residential development in Phase I slla�l +let-� �eecd s�3�4 tl���c�llitl�c trill -tom ?.?.22 ��ascr;--�I���clepnlent—shall--ncif—eenrFrlenec�—tint-i-l--t11c eel-��-1�le+�i�l�ret�-i 1-�� r�ss- I c�l�b I�2-I-�1e01-s}-)tlec�-rcq tl i+t c1-i+1--1'-llas��-l-hrts--Ix-en-c�ltl�t-{�tictcd: llerlllrci�lel�titll-cic�1tgeNnle tit—in-1?11z1;ci I1—II shall not exceed 340 additional dwelling units. a) Phase 11 Transportation Improvements. (i). 'I'lle lollowing traffic improvements shall be designed and constructed during the Applicants development of Its Phase Il, and shall be completed prior to issuance Of the first occu)anc Y permit in that Phase II, unless noted otherwise herein. The exact location and design of such 1111proyenlentS shall be in SllbStantlal CollfOrlllallce with the IZCVISCcl GDP bllt shall be Sllblcct t0 I'CASOMINC ld LISt111C11t Upon final engineering thereof. (ii) If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points -L- to "K- to "NT' on the Revised GDP) upon written reClucst of the C'Ounty after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. II' such a road connection is ahprovecl and commenced by the Applicant and not by others, the Applicant shall )raptly thereafter design and construct Warrior Drive to G'onl Point "N/1" to "U': Page 5 of 15 0 • Crossponite Centel' /'rofJer Condition Amencbnew provided Further that the Applicant shall not be recLired to construct a bridge across I logue Run. (111) The Applicant shall CICSIII alld COnStRICt a MO-IanC CxtCnSloll 01 ROWC 37 to Warrior Drive (Points "G" to "M" on the Revised GDP), provided that the Applicant shall not be required to consU-uCt bridges referenced in the Three Party Agreement at Point "G" except as rcc]Llirecf by these Proflcrs and consistently with the Three Party Agreement. 3 Phase III of tlIC Project shall Consist of the Construction 01' an additional 300 residential hoLISlllg lllllts Upon the Completion of tllc Phase III road improyC111C11ts. a) Phase III Transportation Improvements. (i) 'I'lle following traffic improvements shall be designed and COIIStructed Cluring Phase III and shall be completed prior to issuance of the first occtipancv permit in Phase III. unless Otherwise noted herein. TIIC exact location and CICSi(?I1 of SLICII lIll j)rOVCI11Cllts Shall be subs ct to I'Ct1SOMINC cRIJLISMICllt LIp011 Ilnal CIIL?Illecrillu lllcl'COI: (ii). It' not already otherwise COnsU'uctcd, the Applicant shall dedicate the necessary right-ol-way for Warrior Drivc from Route 37 to the south )prof boundary. (Points " 1M" to ••N.. on the Revised (1DP). Such dedication shall be made upon 1V1'IltCll I'CCILICSt 01 the COL111tV whCll others have developed all Cllgincered plall 101. the COilSll'LlCt1011 Of a I'oaCI C01111CCtIon to Pohl N f -0111 HIC SOLIth. If sLICII a road C01111CCti011 is approved and commenced by the Applicant and not by others, the Applicant shall promptly therealtcr design and Construct Warrior Drive to Point "N" to connect with said road. (iii). 'I'hc Applicant shall design and COnstl'uct two additional lanes ol, ROLItC 37 from the intersection with Masker Road to Warrior Drivc. (Points "G", to "M" On the Revised GDP). (iv). No Construction permits for COnuncrcial or residential uses in Phase Ill shall be applied for until one ol'the three lollowill Conditions gist: 1. Warrior Drivc is extended by the Applicant or others from the south across oflsite properties to intersect with Tasker Road (S.R. 642) (at Point "N") or with links provided by others to U.S. ROUtc 522. (At Point "N /F) 2. Warrior Drive is extended by the Applicant or others front the north across oflsite properties to intersect with Paper Mill Road (S.R. 644). (At Point ..I."): or 3. A revised Transportation Impact Analysis is prepareCL reviewed. and approved by Frederick County and VDOT, which provides justification for Page 6 of 15 • 11 C'rosshointe Center Proffer Condition Amendment Phase III trallsportatloll 111lpaetS. MISCCIIanCOIIS 111111Sp0rWtiOn Improvements. b) The Applicant understands that t11C right -of -sway for IZoute 37 may_ he used for au improved arterial road location in the future. "l he Applicant shall plan for a 220' wide corridor with a reasonable amount of additional ri gfg It Of -way to allow for interchan'oes at the intersections of 1-81 and Warrior Drive. The limits of' the additional right-of-way shall be determined at the bile of Master flan approval. c) The area outside ol'the 90' to 1 10' right-ol-way required for Route 37 shall be )landed as opcil space. aild ill the event a pro lralll is funded to )1f Oyide for all up!�raded roadway with a full urban interchange at Warrior Irivc, such right-of-way shall be dedicated at no cost to the County. (Points "F", to "G" and "G" to "M" on the 1Zcvised olv). ?2:sI3 Notwithstanding any other provision of these proffers, road entrances to IZoute 37 throe<4111 the Proiect shall be limited to two entrances temporary access at "G," and at "M.'' as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the ex )Tess approval of Frederick County and VDOT. Lase1l dE�elt�prnit-sfiafl net eon)+}lene�Emtl-a-total-eI=50�1-0�A-sdt>arE� fc�Erl= ec-�rl)n-le��f/r-e-tai-1-Foss-Icb1c�-Nee►�paee�-ham -heel)-e�n:Yl-ruc�ecf-i n-prc�=iot+s-1'has�,� TlieFc�a f=tt��+dc�1� t-i ua-dc��c�Iepinei)t-i n--I'-#last,-�I-I-I-sl-1 a 1-I-1)o t-t=xeeed-3E)(-;Ld s�tel-I-i n�rll-l+ts: I11. ARCHITECTURE, SIGNAGE, AND LANllSCAPING: 4-1-.A. Materials utilized Ior all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. 1-2.13. All buildings within the shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review BoardIsBoards to enforce athe unified dcvclopment plan. 3 3 C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the PFopeFt-yProicct. 3=hD. The major collector roadways in the Project (Tasker Road and Warrior Drive} in C=� ssl)einkL) exclusive of those constructed by VDQT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. Page 7 of 15 • 11 0-osa7)ointe Center Prof/er Condition Amendmew 4-.IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS 4-I-_The Applicant shall design and build a public pedestrian -bicycle trail system to [��pa�n�c�nt c�� +trod I�ecreatiel� stat�c4+trdsas depicted on the Revisal GDP that links residential and commercial areas within the d�«lopr��entL+icl tr�IilS-shall lie i+� �=enc1ral eol�-Ic�rll��i+�c�.�--�v+N�—the; Scnsc��l:a�tc3r-rl—I=rc;dcl�icl: l-t-rba+�—Area--1'-IaI}=I=t�In:�port-atiert A-4t Pro'cct. Trails t� l� �I�lcl tls ��eh-4hall-be in tl�eL lc�chtioi gcnc���Ill}�c4cpi�ted e+rthe k r Ace elol3r+�c,+rt 1}I� I��N�c cic� eloprr�on�=l=lica l+ails shall be 10 feet wide, and have an asphalt surface a+�cl se+�stftetecl-ttrl red�riI�Getlnt� ;tanclard. 5-V. FIRE & RESCUE: 54-A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. 5� B. The Applicant shall contribute a total of $300,000.00 to the Volunteer Fire Department providing service to the I'-ropes:tyllroject as first responder, payable in three egtial-installments of $-1-00200,000.00. for Phase I as well as a further $50,000.00 each [or Phase II and Phase III, payable upon issuance of the First building permit for an residential or commercial construction in each of the -three phases as described herein. �VI. SCHOOLS: (� 1 _The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. �WII. PARKS & OPEN SPACE: 77-1-_The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. tY. V I I I. LIBRARIES: «-1- The Applicant shall contribute to the Board the SUM of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. p-IX. SHERIFF'S OFFICE: -1-_The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the de'�e lepmentProjcct. Page 8 of 15 U Crosspointe Center -I-O.X. ADMINISTRATION BUILDING: Proffer Condition Amembnent -1-0-.1-_The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the First building permit for the devclopmentProjcct. 44-:XL CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: -H--1-A.The residential portion of the devatopmentProject shall be made subject to one or more homeowners' association(s) (hereinafter 'TIOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. 44-.2-.13.In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including; stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) 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 I-IOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. 1 1-3.C.The commercial portion of the de­vtdopnre nt1'�cct shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. -I 1 =1-D.In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. Page 9 of 15 0 • CTosspointe Center Pro.1Lr Condition Amendmeni -N-J-­.E.If there is more than one such I-IOA or POA, the Applicant may elect to create an umbrella association with respect to the entire de-ve-lopmentProject that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set ibrth herein. -I?-XII. WATER & SEWER: -1-4-_The Applicant shall be responsible for connecting the Prop(:44-yProject to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 4-3.Xlll. ENVIRONMENT: A: �te+�,�,Late+=n+a+�ay�emtznt-r+nc4-13c;�t--l�l��nagc+}�cnt-I'-rac;ti�cs-(-13-�41'-}-lam+=l-he I?+�e }-�c� rh�hal-1-13e-}�r��iElcd-in-accerc-} hnec--with-that-r�l�ti�ec4 �i +�=i n i a-�te Fn� �l-ateSr 4--372-7_Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess ol� that required by the Frederick County Zoning Ordinance to protect the Opequon and 1-10gel10le Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. A.-l��pert+tkic++�-+��+�.1�1mcnt�-�;hall-bc-t+sseciatcd-}�tif4i-rtncl-+nili�tecl-��,tit4r-i�+oh phasc�el=the-de,�te-k-�I�+}+c-�ntzis-sc-t 1<>rtl�-belle-+��1-1t-i+;-t-lic Al�pl-icant�-i-nti+�t-lc� utf NE+blic read-lu+�Elif+g� r+s-i�+r3a}�be iIable- 0r-I-)eFtio�t- he���,�=c��-thet-r��aen:�i�i� issr+�mcc� e1=1�t++lEli+�g. pelr+it sl�a1l +cyst ��tith-they Apl�liea++l- 13"I�h�tr�++i;hHrtakieiri+}�t�r�ttc+��cf}tom heretele>re-pret ���ecl in-eeu�nc�c lif�+���tit rNlase I-ef-G��spei+�tc�rc-�-p+�sent431--t+ndtr-een:�true.Lien-by-��[-)(�1-1'-u��ant-lfr-a�� rcit��er�t enk�+tEl-+ttt� l�}+�d-bet���+rVI)O=I=L;Ie Ncwelepn�Lr+t Fn �+�d the s ratot, dated-Ma-7-,-20-1z(44ic-=41 irce I�r�}�g►c�e+� tend}-th��<->u n t }�-hir:�-dee++red-the-��) (�"1=impre�te+�c�+�{-s-to- h�� sa�isl+cd-thc=<>ri��i+h+1-I'-hz+se-l-p+f}lfe+s suer-tl+at-th�1-cH+}�mercial-a+��l-+ itlenta4 d�:-�- E,�lopt}�e+� t-o 1=0ressl-x>i nte-a++thoi�ifed-1o�=1��asc�-I-fsy-ti�e�rc,����--cif=the Page 10 of 15 • Crosspoinle Center Proffer Condition Amendment I) 1ic-11haseI-roacl--impr(-)t-s �)resc�nN�--tir]Eler-c�rrtlErt}e�iell-��� �4-)E-}1�1��1}-�Ei4f�y-t-Elc�l�sc-�-I--r�a�4 rcrc�tti+�c�-cruder--the-o1-igiIIal-P-Ilef-#er-SMter-flelIf, C. I�oad-ent+allr0Hgh-dI0-INOI)ClI4y`-( Merlte-3-7)-s'ha H-b(--I-in- ileE14-C) t}�e�l�trTll�eeY at�(' z�rlc( 1{t� 1"zl l�r>�vtl-alr-t�]c� I ex�+ eel-Ftl�l?. No other entrance or road connections to ROLitc 37 shall be allowed without the CXI)ress approval ol' l I-CCIC ick County and VI OT- -1=1.11-:��I�c1-ferNe���il1g��I=aN-i�in)plfrt<et))eI)l�� �I�al�-I)e-dc�ncd--a►=lc-! ee►+1�rrtettd e#t+r +�b� dc��elop»)c t Phase It, and shall be con]plctcd prior to issuance of the fll-St OCCLIpallCl' I)CI-Illlt il] that PhaSC II, LIIIICSS nOtCd OthCI-WISC IICI-CIII. I hC CXaCt IOCatlon and desl�u'll of SUCK iill pro ven1CIAS Shall bC III SUbstantlal Conformance With the Revised GI)I' bllt Shall bC SLIbICCt IO I'CaSOiIabIC act' IUStmCllt Up011 1111al CllgilICCI'IIlg tIlCI-COf. 1=phc f}+liInth rl1 c#esirl-and c olt�-uet=f lFe�{�oaEl c��at�►)dc d to 4Val-l4o -Aria;e-(-Poi f k>".1"t<+ i elrlhe�I�c� ised I=1.4.2 f=not-rrl �ad3-etflel�� e eensElue tcf-the ppfic E ha4I cleeliezL� t-hc�r�eet=s4; tl�-►-i gf}�E�-��}�It>r--aN� r+�'Iet-N Fi-��c�x-rr>)-[�etrtt�3�EE>-E-he rlorN�e��rrl-Iil)}it<;-ef=N1c�-dc��el<rpl}1���-fl'-eirlk� `'l.°' te-=I�Eo�I-' ell-E-hc--IZ��-i-Seel-C;k�l�--trpF>n-«L1=itEe-n-I�ec�uest er1=E-I)e-C:<>ttnt-}��herl etllcls-l-ia��<a-ele=-��c�lopec-I-a+)-en},�i nce,�red-pl-art--f�)I-the=--sots 4tl�tletiF>rl-o f=tr t��ad-eerxlceNell-Ee-1?c+irlt-l-l�I�>li)-Ef)e-ea�NFI����tr<f-I?a�)er-I'✓I-ia I-IZ-cad: I?rtx�idcd-tlia�uch-;-I-r-oat-l-c�>nnest-ie+ris-apfi}If]��ec�-ax�el�l�e-rl�c-I: N-lc f�l-)NI-icaftE-s)IaII--I�rel+lpt-f3�-E-Iierea�Eel-cle�ibt]--a+3d-eerl�t-rtic� a'�41I�r-ier-Bl�i-�-c=Eo-I-'ei���lancl-I)re��+dcd-furE�iel-th;+E-t�}c: �kpp}ioarX sfiala-r)eE-be-reef a fired-EFr-col�sEl-ueE-a-l+I�c��e-ac ros:rN- 'l)c- cigee+)t>Llct a-t���e-I+rc eterlit>t)-c+f� ��-et+tee-7-fe-V�arriol�3riE�e-(-I-'eEnt� '`(-;=ltl��l"-�>t]-t-1-Ic; f�c���isecl �f�31'-)f-)rt>��+deci-ta-lit-llle- �I)Ialieal�t-�;Ilall-net-�)e--recfufl-cd--te pei+}I Fend-WI!L-u1-11 t-is--neee a F} -ter der--so-in-oI'd er--te 4-1=curl-c�ztl=i-t-��i+l-Ihcs-i-rl-Lt rpre t�I ti Hr1-at]d-t rl-fF3 r-cel+� c; I�1 t-e-f=t-hcc�--f�nlel]deEl-f-'r<rf'ft I-t1-le llae-I read a+]Ef Ilia h��-a� il�+{�rH� e11)lentt�la�-al e-being eoI)sEruelecf-b3 V l�n �=a; of=t-he c-i rite-F}f--�}�I��r1=N�c�c�-A rrlel�decl-I'-rcrl�f er�aHd-wh i efr� ro-Eieen) ed-to-h a��e-bee�t)�ki-.�ie� I�t+r7rla+lt—Eel tIIE 11+Ii1 fz�I} f1t'tl`i]ltllt-al(' �f1(' roiid ;eIllfllt; id('nEifieEl-a:4 �I t�>;=a=tEl-1artd==l f=te-f=orl-N�c Brigil)aI Fel�erati-ttd Bc��c }or)IIIeI)N'-tart c�rtbi�-is-IcHt i-E�zi+��-tlaosL�egrl)ents-Ehc,�nsH�tlst-i<-In-<-rl=a-�t�-+neh-1�=aEet-1 rr)c�-rc�-)f acel�et+t: a+rcl-dI -evea)erlts--kl-w-�A4mtl- IH-wv-sALI-IIter-4tatc� #- `=Nei:,-reacl���a��-���a:�l'erll�el�-iclerl Ei-f-ied-a:7--'�'res�;pe i I3 to-I3eu lei=ard= Page I I of 15 • Cl'ossI)ointe C'enle/' Proffer Condition Amendment aEemWevoopmewlit-o-F-oFlIII rnel:6a «1-tcsidcl�tittl-lapel-���yr,-{ter}t -14:5:( The following traffic inlprovcrucrits shall be designed and constructed during Phase III and shall be completed prior to issuance Of the first OCCupanCy hermit in Phase III. unless otherwise noted herein. The exact location and design of' such improvements shall be subject to reasonable adjustment upon final ellgincerim, thereof.. 11�:5-1—I1 not already otherWiSC CO11Strlleted, the QlAiCant Shall dedicate the necessary right-ol-way for Warrior Drive From Route 37 to the south property houndary. (Points -N/F to "N" on the Revised GDP). Such dedication shall he made upon written request of the County when others have developeel an engineered plan for the construction of' a road connection to Point N from the south. �?ro��iflocl that uel}ahead oennec tiof -t a}�l�ro�eel etnd-eonirl-nc-od-; ttic—� hp lint—sl��ll-l--pren3pt-I ��—ta�orehfit1r—de-rri gr�—and—ee+-�;t>•tic-t z�rl ior{�Fi�=e Fnt N-k>-connect- vitlrshid-road- (i). -1-= . - The Applicant shall desigm and construct two additional lanes of Route 37 Gonl the intersection with Tasker Road to Warrior Drive. (Points TF to "M" on the Revised GDP). (i). No construction permits for Commercial or residential uses in Phase Ill shall be applied for until one of the three following conditions exist: 4---Warrior Drive is extended by the Applicant Or others From the south across ofF:site properties to intersect with Tasker Road (SAO 642) (at Point "N") or with links provided by others to U.S. ROUtc 522. (f41 1 pint�O"}; or 1. Warriel-Nl-i-��e,�i:�-c=-�tindod-bj�the--l�ppN�rrt-er-ethol�;-frees-t4�o nor+", �t�� o�l=l�te� Ix-o{�erEies ter interseet�ot���i�h I'apel-RAilN�ead (� R—(�44} (At Point -11): or 2-1.-A revised IFransportation Impact Analysis is prepared, reviewed. and approved by WPM County and Vl)OT, which provides justilication for Phase III transportation impacts. -1-4-6:111 he Applicant undC nwrids that the right -OF -way For ROLIte 37 may be used For all improved arterial road location In the f iturc. Ile Applicant Shall plan for a 220%Fide corridor with a reasonable aluollllt Of additional rlgllt-OF-way to allow 161- interchanges at the intersections of 141 and Warrior Drive. "IIhc limits of, the additional right-of-way shall be determined at the time of Master Plan approval. G—. The area outside Of the 9W to 1 10' right-of-way required for Route 37 shall be Page 12 of 15 11 • Crosspointe Center Proffer Condilion Amendment planned as open space. and III the event a program Is Funded to provide For an upgraded roadway with a full urban intcrchangc al Warrior DI-lvc, such right-ol= way shall be dedicated at no cost to the County. ( Points 'T'," to "G" and "G" to on the Revised GDP). -k5-. XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: 4-5- -A.The Applicant shall preserve I-Iilandale I-Iouse for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a--- e-aere preservation park immediately surrounding the House, as generally depicted on the Revised GDP. 4-5- .13.The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Carnp Russell, as generally depicted on the Revised GDP. 1-5-.3.C'.The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. 45:=1-D.Prior to the commencement of any land disturbing activities on the I!ropes}-Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the d,&vcle,p-nientProjcct that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. 1 -1:11 If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FI-IWA"), the Virginia State Historic Preservation Officer ("SI-IPO"), VDOT, and Frederick County; to assure implementation of the Memorandum of Agreement previously entered into between the County, the FI-IWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed developmcntProject. G. Any park areas that are identified herein, o -that are identified on the Revised GDP Nvill be lirst offered to the County for ownership and maintenance for a period ol' 12 months following the approval of the first site or subdivision plan for tile Page 13 of 15 0 • Crosspolnle Center Proffer Condition Amendment Project If the County does not elect within that time to accept those park areas, they shall be assigned to and perLetually owned and maintained by one or more homeowners' or propertYowners' associations as play be cletermincd by the Applicant. 4-6-.XV.RESERVATION OF AREA FOR GOVERNMENT SERVICES 16.1 fit—s�leh—ti+file—a�tl�c=—f3eatcl—irltLfxlx to eonsti-filet—a—facilit3�cts-{�rEl��ic{ed—llclrei}1—t1io The Applicant shall reserve approximately nine acres of land in the general location shown on the Revised GDP for the placement of such government services as the Board may elect., provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffered-ean(Eit-ic iAi)roftcr condition amendment. XVI. ESCALATOR CLAUSI: In the event the monCtary contributions set lorlh Ill the PI'011C1' StatClllCllt are n£I l to the Frederick County Board Count' Supervisors ("Board") within 30 months of the approval of this proffer condition amcnchnent, 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 arc pair( to the Board alter 30 months Iollowing the approval of' this application shall be adjusted in accordance with the Urban Consumer Price Index ("CPI-U") published by the United States Dgmanient of' Labor, such that at the time contributions arc paid. tlicy shall be adjusted by the percentage change in the CPI-U from that date 24 months after the approval of this rezoning to the most recently available C'PI-U to the date the contributions arc paid for a period not to exceed 10 years, subject to a cap ol'4% per year. non -compounded. 0 CrosSpoinle Center GLAIZE IN,C—.INCORPORATED By: Title: COMMONWEALTH OF VIRGINIA; CITY/COUNTY OF : to -wit Proffer Condition Amendment DEVELOPMENTS, The foregoing instrument was acknowledged before me this day of 2015, by My Commission expires: Notary Public Page 15 of 15 0 • AMENDED PROFFER STATEMENT REZONING: RZ # Proffer Condition Amendment to DEC G 2015 approved Rezoning 13-03, to RP and B-2 PROPERTY: 574.37 acres Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") RECORD OWNER: Glaize Developments, Incorporated, a Virginia corporation. APPLICANT: Glaize Developments, Incorporated, a Virginia corporation PROJECT NAME: Crosspointe Center (the "Project") ORIGINAL DATE OF PROFFERS: August 27, 2003 REVISION DATA: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 REVISION DATA: November 20, 2015 December 15, 2015 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full force and effect. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 W4346 000002 ) Page 1 of 13 0 Crosspointe Center Proffer Condition Amendment The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated October 9, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("132") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 2 of 13 • 0 Crosspointe Center Proffer Condition Amendment requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. It is the Applicant's intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (B), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, H, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County Zoning Administrator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road improvements, and the Applicant shall have no further obligation with respect thereto except as provided.2 ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. 2 For clarity in the interpretation and enforcement of these Amended Proffers, the (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 3 of 13 Crosspointe Center Proffer Condition Amendment (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "H" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 6171h residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review and approval by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service. The Applicant shall constrict such on -site improvements, if any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase II of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to "E" "E" to "G" "F" to "G" "G" to "H" and "H" to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route II west of Interstate 81. VDOT has not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(1)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 4 of 13 • • Crosspointe Center Proffer Condition Amendment shall not commence until occupancy permits have been issued for the 370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase H road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase II, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP); design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . ' The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 ) Page 5 of 13 0 • Crosspointe Center Proffer Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase 111, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two lanes of the four lane Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsite properties to intersect with Tasker Road (S.R. 642) (at Point "N") or with links provided by others to U.S. Route 522. (At Point "M"); or 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (At Point "L"); or 3. A revised Traffic Impact Analysis is prepared, reviewed, and ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 6 of 13 Crosspointe Center Proffer Condition Amendment approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of I-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b) The area outside of the 90' to 110' right-of-way required for Route 37 shall be planned as open space, and in the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "E" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 ft.z of commercial/retail gross leasable floor area as outlined in proffer II A.l.b. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, after the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 7 of 13 • 0 Crosspointe Center Proffer Condition Amendment dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tasker Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Volunteer Fire Department providing service to the Project as first responder, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase II and Phase III, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 8 of 13 Crosspointe Center Proffer Condition Amendment VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the Project. XI. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "HOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including stormwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) 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 HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 9 of 13 E • Crosspointe Center Proffer Condition Amendment the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such HOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set forth herein. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of -that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002) Page 10 of 13 0 Crosspointe Center Proffer Condition Amendment B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FHWA"), the Virginia State Historic Preservation Officer ("SHPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed Project. G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 ) Page 11 of 13 0 0 Crosspointe Center Proffer Condition Amendment XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid for a period not to exceed 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES { P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 004346 000002 } Page 12 of 13 0 0 Crosspointe Center Prorfer Condition Amendment GLAIZE DEVELOPMENTS, INCORPORATED B y: Title: COMMONWEALTH OF VIRGINIA; CITY/COUNTY OF :to -wit The foregoing instrument was acknowledged before me this day of rv_Dtc.­r—\--2015,by �oCo-f( 'S' ry-) "Jj� Notary Public My Commission expires: ANITA E. MARKLE NOTARY PUBLIC REGISTRATION t7 138684 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JULY 31, 2016 (P0609709.DOCX / 6 Revised Proffer Condition Amendment CLEAN December 2015 00,1346 000002 ) Page 13 of 13 i • ri Z J w a z w w 2i Z U Z a w E£ LLJ Q 0 am J > ag a- W W z QLija> a OLLJ Q Q a- O � NLIJ (n N U) J O LU U z Lu C3 « 11806-1-3 NOW MNFR t9, 2015 rq Y'NF 1'=J0p' L.WM tlY MWTlsprr "YxrvFotlr MWligp�v 300 Scale GOP SHEET 1 OF 5 Y ood� �o n ROAD CONSTRUCTION FROM POINTS J TO K TO M TO BE COMPLETED PRIOR s'wA TO OCCUPANCY OF 617th DWELLING UNIT PHASE RESIDENTIAL - RP j 103 ACRES L ykASE I PHASE rnwxprlai _ R9 PHASE MMERCIAL- B2 51.6 ACRES PHASE RESIDENTIAL - RP 46.9 ACRES PHASE II RESIDENTIAL - RP 47.5ACRES n w a PHASE II COMMERCIAL- B2 A15.5 ACRES PHASE T li 1� �r 7T PHA II............. ��� ��� E : � � P � I ,mac• COD Gy PHASE ,,' •� `' --- �O _ PHASE I COMM. -B2 HISTORIC PARK TRFAM pRESERVAT10�I --=- lil D I% COMMERCIAL- 62 9.0 A S t_ BUFFER C . ........ 4 22.5 ACRES A, s.� O z PHASEI PHASE III RESIDENTIAL - RP OMMERCIAL B2 �P� 123.0 ACRES 14.0 ACRES 4 PHASEI RESIDENTIAL - RP 62.0 ACRES X • I BIfifER � 25 AC co • f Ate`. o� S C r i PHASE COMMERCIAL- B2 44.5 ACRES r1 ; PHASE IR RESIDENTIAL - RP 103 ACRES So PHASE RESIDENTIAL - RP 46.9 ACRES K PHASE II RESIDENTIAL - RP 47.5ACRES i W Q� a PHASE II `� w` u PHASE I COMMERCIAL- B2 PHASE I }'' ' 15.5 ACRES COMM COMMERCIAL- B2 I 51.6 ACRES C' HISTORIC ' PHASE I CO PARK COMMERCIAL - 82 "� O O 28 5 ACRES (TOTAL) a i ruTlxtE . ��� � PHASE III mrERcr+AvcE PHAr J� Gil 0 I _ u j - PHASEI PHASE III / f D : 0 PHASE I COMM. -62 HISTORIC PARK AM pRESERVIl 5U w COMMERCIAL- B2 9.OAC - ER CH 22.5 ACRES--- 0 Bu�F %01 StitE1M PRE RYA ST BMAnON PHASE PHASE III OMMERCIAL 62 COMMERCIAL- RESIDENTIAL RP ' 123.0 ACRES 14.0 ACRES . . 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MW1 iw+rtrv[u u� MWf 300 Scale GDP SHEET 5 OF 5 9 s AMENDED PROFFER STATEMENT REZONING: RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 PROPERTY: 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") RECORD OWNER: Glaize Developments, Incorporated, a Virginia corporation. APPLICANT: Glaize Developments, Incorporated, a Virginia corporation PROJECT NAME: Crosspointe Center (the "Project") ORIGINAL DATE OF PROFFERS: August 27, 2003 REVISION DATA: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 REVISION DATA: November 20 , 2015 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in full force and effect. Page I of 12 • 0 Crosshoinle Center Prgffer Condition Amendment The headings of the amended 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 witlun its meaning all future owners and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development ]'fail, Crosspointe Center" dated October 9, 2015 (the "Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TItANS11OWl'ATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Cornmercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the relnrlations of the Business General ("132") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RI'") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair housing Law, and other applicable federal, state, or local legal Page 2 of 12 Crosspointe Center Proffer Condition Amendment requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. E. "Transportation improvements shall be associated with and initiated with each Phase of the Project as set forth. it is the Applicant's intent to utilize public road funding, as it may be available for portions of this Project, provided, however, that the responsibility for causing required construction to occur prior to issuance of building permits shall rest with the Applicant. F. The commercial floor space proffered herein is the minuuum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (B), above. II. PHASING PROVISIONS. A. The Project shall be developed in three phases, denominated Phases I, 1I, and II1, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of commercial/retail gross leasable floor space, and 938 total dwelling units, on the basis of the Phase I Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements are as follows: (i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated., and the Frederick County Zoning Administrator, dated May 7, 2012 (the "'i'hrcc Party Agreement"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally proffered Phase I proffers. Development authorized for Phase I herein therefore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein for reference, but is not proffered. Page 3 of 12 Ci'OSSJ7ol711L' Center Proffer Condition Amendment improvements, and the Applicant shall have no further obligation with respect thereto except as provided.2 (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "iT' to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subicct to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617t" residential dwelling unit, the Applicant shall design, construct, and complete the extension of Tasker Road from Point "T' to "K," as well as the segment of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and desigm of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. b) No occupancy permits may be issued for more than 370,000 square feet of commercial/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and "Tasker Road to operate at an acceptable level of service. The Applicant shall construct such on -site improvements, if' any, as may be identified by such Analysis prior to the issuance of further occupancy permits. Gross building floor area constructed for Frederick County government services shall be included in the required traffic study, but shall not count towards the aforesaid limitation. ' For clarity in the interpretation and enforcement of these Amended Proffers, the Phase I road and highway improvements that are being constructed by VDOT as of the date of approval of these Amended Proffers, and which are deemed to have been satisfied pursuant to the Three Party Agreement, are the road segments identified as "A" to "B", "D" to "E" "E" to "G" "F" to "G" "G" to "I-l" and "IT' to "I" on the original Generalized Development Plan exhibits identifying those segments, the construction of a 20-inch water line replacement, and any improvements to U.S. Route 11 west of' Interstate 81. VDOT has not, however, constructed segment "Fl" to' J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(t)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. Page 4 of 12 r� u Crosspointe Center Proffer Condition Amendment 2. Phase II of the Project shall consist of the constriction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until occupancy permits have been issued for the 370,000 square feet of conunercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase fI road improvements required herein. Residential development in Phase If shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase If, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not ah•eady otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP) upon written request of the County after others have developed an engineered plan for the construction of a road cotuiection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct a two-lane extension of Route 37 to Warrior Drive, (Points "G" to "M" on the Revised GDP), provided that the Applicant shall not be required to construct bridges referenced in the Three Party Agreement at Point "G" except as required by these Proffers and consistently with the Three Party Agreement. 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase IiI Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase III, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property Page 5 of 12 • • Crosspointe Center Proffer Condition Amendmew boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct two additional lanes of Route 37 from the intersection with Tasker Road to Warrior Drive. (Points "G" to "M" on the Revised GDP). (iv). No construction permits Ibr commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsite properties to intersect with "Tasker Road (S.R. 642) (at Point "N") or with links provided by others to U.S. Route 522. (At Point "M"); or 2. Warrior Drive is extended by the Applicant or others From the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (At Point "L"); or 3. A revised 'Transportation Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. Miscellaneous Transportation Improvements. b) The Applicant understands that the right-of-way .for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of 1-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. e) The area outside of the 90' to 1 10' right-of-way required for Route 37 shall be planned as open space, and in the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "I " to "G" and "G" to "M" on the Revised GDP). B. Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Page 6 of 12 C� C1 CrossI minte Cenler Proffer Condition Amendment 1I1. ARCUUTEC'I'URE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (IFiS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Urederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Taskcr Road and Warrior Drive), exclusive of those constructed by VD0T, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Nfaster Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that lurks residential and commercial areas within the Project. "trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Volunteer Fire Department providing service to the Project as first responder, payable in installments of $200,000.00 for Phase 1, as well as a further $50,000.00 each for Phase It and Phasc 111, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. Paige 7 of 12 0 • C'rosspoinle Center Proffer Condition Amendment VI. SCHOOLS: The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for each such unit. VIII. LIBRARIES: The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the Project. X. ADMINISTRATION BUILDING: The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building pen -nit for the Project. Xf. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A. The residential portion of the Project shall be made subject to one or more homeowners' association(s) (hereinafter "I-IOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. B. In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including storrnwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the Page 9 of 12 0-osspotnte Center Proffer Condition Amendment 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 HOA if platted within residential or other lots, or otherwise granted to the I IOA by appropriate instrument. C. The conunercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. E. If there is more than one such I-IOA or POA, the Applicant may elect to create an umbrella association with respect to the entire Project that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and mauitenance of common infrastructure and other common undertakings as set forth herein. XII. WATER & SEWER: The Applicant shall be responsible for connecting the Project to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County 7oning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. Page 9 of 12 0 0 Ct'osspointe Center Proffer Condition Amendmeni XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a preservation park immediately surrounding the i-louse, as generally depicted on the Revised GDP. R. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the Project that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VD0T or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FI-IWA"), the Virginia State Historic ['reservation Officer ("SiIPO"), VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CPR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDI-IR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDI-IR and the County to mitigate any adverse effects that may result from the proposed Project. G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be First offered to the County for ownership and maintenance for a period of 12 months following the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property owners' associations as may be determined by the Applicant. Page 10 of l2 0 0 Crosspointe Centet- Proffer Condition Amendment XV. RESERVATION OF AREA FOR GOVERNMENTSERVICES The Applicant shall reserve approximately nine acres of land in the general location shown on the Revised GIMP for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of live (5) years from the date of the approval of this proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application shall be adjusted in accordance with the Urban Consumer Price Index ("CP1-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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid for a period not to exceed 10 years, subject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FO1,LOWING PAGES Page 1 1 of 12 cross )oinle Center Proffer Condition Amendment GLAIZC DINE L,OPMENTS, INCORPORATf?D By: Title: �• COMMONWEA1,11f OF VIRGINIA; CITY/G 6q4-T—Y OF : to -wit The foregoing instrument was acknowledged before me this 1411 day of , 2015, by Joh r, Cl-l(��— My Commission expires: `A \3 \2U \(.0 ANITA E. MARKLE NOTARY PUBLIC REGISTRATION # 138684 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JULY31, 2016 Page 12 of 12 Notary Public AMENDED PROFFER STATEMENT REZONING: PROPERTY RECORD OWNER: APPLICANT: PROJECT NAME: ORIGINAL DATE OF PROFFERS: REVISION DATA: PROFFER CONDITION AMENDMENT: RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 574.37 acres +/-; 'Fax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of' 75-A-90 and 75-A-94 (the "Property") Glaize Developments, 1+le—.lncorporate i a Virginia corporation. Glaize Developments, Ili(:�-.Incorporated, a Virginia corporation Crosspointe Center (the "Project") August 27, 2003 October 22, 2003 January 23, 2004 August 7, 2015 REVISION DATA: November 20 2015 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect on the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deemed withdrawn unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for Page I of 15 E • Crosspointe Center Profpr Condition Amendment that purpose and the originally approved proffers for the Property shall remain in full force and effect. The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated \October 9. 2015 (the "Revised GDP and shall ine-kidc�tht�Ill��it}g "� 4-.1. DEVELOPMENT Or PHASED LAND USE AND TRANSPORTATION: 1-1 A. Atcof-c err}�crc i1-tk��1E>}�mL���on-the-I'�pc rt Ihe Project shall be developed as one single and unified Project in with iheapplicable ordinances. regulations e{ t1�c� 8E+�+i�es CJef�eral �I32=}1rit��� d+slFitt—a4 set-foEN� i+� the 1=rtdtr-ic�l� CE>t"cede--�kl-l-eonx����-e�al-dc=velefi��r�e}X o�i-thy I?rc�pe:��t��-s1�-11-eor�3jr13�vi-th the ate{-esaiti-regt�ltie+�s; f>�- and design Standards and this Amended Crosspointe Proffer Statement. as may be other e-approved by Isrederie=k-E -unty the Board. 4-2-.B. Commercial/retail development on the 11ropert-yProject shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP.- except as provided herein. Notwithstanding fl-ik--l-im+tzat-i-onthe foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service.. upon construction of such additional commercial/retail uses. 1 Areas of' commercial development on the Proiect shall be developed in conformance with the regulations of the Business General "1� 32") zoning district, as set forth in the Frederick County Code. All commercial development on the Proiect shall comply with the aforesaid regulations, or as may be otherwise moved by Frederick County_ C. Residential development on the Project shall not exceed a maximum of 1,578 dWe11in�_1 units of which 200 may be agc-restricted housing units that may be Constructed in any phase of the Proiect, as those phases are set out below. All permitted dwe11111gS lliay be Slllgle-fa11lll}' detaC}leC1, stil e-farnily attached. or multi-fan11Iv_ l �1. Areas of residential development on the P-ropeityl)roicct shall be developed in conformance with the regulations of the Residential Performance ("RP") Page 2 of 15 Crosspoinfe Center Proffer Condition Amendment Zoning district, as set forth in the Frederick County Code. All residential development on the l4(-)pet4-yProject shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. -l�l: A .1�c�idc1nti aI-Ele,�vezlc�l�mer}t- can-the-I�t�c>poi-t-}�I��� I I-net-c1xc=c�e;d-a-{�n:�i n� tt FN-ef 1 5 E1wc�llit �-u its., o1 �-hiel� ?A(1-tea} be�;c�-rest+feted-heu�i+tee unite-Eel}ich-f}�za}�be eonso:ueted-in-ai"-fast (A-t-he {eject; as-t�iesc� phase rc set eEtt f)cdtx�� All permitted dwellings may be single-lamily detached, single-family attached, or multi-lamily. -IUD. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal requirements, any dwelling unit within the portions of the I?r-ope"Projcct identified as "agc-restricted" housing shall be restricted to "housing for older persons" as defined in Va. Code Ann. § 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled or to reside permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant with respect to the residential portion of the P-ropert-yProject, and any Homeowners' Association created with respect thereto shall have assigned responsibility for the enforcement and administration of the said covenant. f�: - 1'he�-I'r�pe1rt}-shall-bc �Ic�c lepcEl-a,-enc-sif�g=I� -and-�t��iftccl-decll{�piNen�in aectx�# ec� iN� a{�{�l+ blot erdi antes-rc �ulatiens-at�d d� n�-;tandat�ds-aid t1}i�r-�e-nc�cd- C-'t'es�pei��tc�-{'-re flcr-�tatemen t-as-a pl�r<r�=eel-I�}�t-he-f-3Frar-cl- Transnortation improvements shall be associated with and initiated with each Phase of' the Project as set forth. It is the Applicant's intent to utilise public road fundini?, as it may be available for portions of however, that the responsibility for causing required construction to occur prior to issuance of buildinP, permits shall rest with the Ap )lif cant. I.. The commercial floor space proffered herein is the minimum nCCCssary to mitigate the residential inipacts Of Cach phase WltllOut the necessity of cash prof fors and is not a capon commercial development other than that sct forth in Proffer I (13), above. if. PHASING PROVISIONS. A. The llropert-d)ro'ect shall be developed in three phases.-, denominated Phases I, II, and 111, as follows: 1 Phase 1 of the Project shall consist of' not more than 960,000 square feet of conimercial/retail gross leasable floor space and 938 total dwelling units, On the basis ol'the Phase I Transportation Improvements and except as provided below. Page 3 of 15 C'rosspoinle Center ._Proffer Condition Amendment a) The Phase 1 Transportation Improvements arc as follows: 2:2.(i). Pursuant to an agreement entered into by and between VDOT, Glaize Developments, Incorporated, and the Frederick County /_,00int; Administrator, dated May 7. 2012 (the "Three Party A�,,rccinent"),' the County has deemed the VDOT highway improvements under construction as of the date of these Amended Proffers to have satisfied the Applicant's originally prol'(cred Phase I proffers. Development rized a=-Io11ows, 66r Phase I herein therefore requires no additional road improvements, and the Applicant shall have no further obligation with respect thereto except as provided. Notwithstanding the foregoing, prior to the issuance 01' the first OCCLIj)anCv permit within Phase I, the Applicant shall +ncAudu-not—Ii�desi Ali , cl complete the extension of Tasker Roacl front Point "I I" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP. but shall be subject to reasonable adjustment uLln Final engineering thereof.' Prior to the issuance 01' the first occupancy permit for the 617`►' residential dwelling unit. the Applicant shall dcsigll, construct, and complete the extension of "Masker Road From Point '`.1" to *'K," as well as the segment of Warrior Road from Point ' K'' to "N/1" as shown on the Revised GDP. The exact location and clesign of ' A copy Of tllc Three Party Agreement is attached hereto and Incorporated herein for reference. but is not proffered. ' For clarity in the interpretation and enforcement of, these Amended Proffers. the Phase I road and highway improvements that are being Constructed by VDOT as of the date ol' approval of these Amended Proffers and Which are cICC►I1CCI to have been satisfied pursuant to the TlII_CC Party A.grcement, arc the road segments identified as "A" to "B", "D" to " .... "h" to -W. "F" to "G' " G" to "11" and '`I I" to "I" on the original Generalized Development Plan exhibits identifying thOSC SCgillc►ItS, the COiSlruChOn Of $ 20-inch Water line m)lacement, and any improvements to U.S. ROUtC I I West of Interstate 81 VDOT has not however constructed Segment "I l" to "J" as required by the Three Party Agreement but provision Ior its COnStl'uction is rclerenced in Proffer Al b. For the Purposes of this Proffer Statement, all proffered road improvements shall be dcenled complete when a roadway is open Ior public use. Whether or not the final coat of asphalt has been apphccl and whether or not it has been accepted into the state highway system. Page 4 of 15 0 • Crosspoinle Center Proffer Condilion Aniendmenl such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof'. b) No occupancy pernlits may be issued for more than 450370,000 S4:square feet of commercial -/retail gross leasable floor area until the Applicant has completed a Traffic Impact Analysis, for review by VDOT and the County, for the purpose of identifying such improvements as may be necessary in order for the intersection of the Route 37 temporary off -ramp and Tasker Road to operate at an acceptable level of service Tlie Applicant shall construct such on -site inlprovenlents, if any as may be identified by such Analysis prior to the issuance of further occupancy permits Gross building floor area constructed for Fredcrick Cormty government services shall be included in the required traffic Study, but shall not count towards the aforesaid limitation. 2.2.1—Phase II of the Project shall consist of the construction of an additional 128.900 square feet of' commercial/retail gross leasable floor space. Development thereof shall not conlnlence until occupancy permits have been issued for the 370,000 square feet of* commercial/retail gross leasable 1700r space authorized for Phase I and upon completion of' the Phase II road improvements required herein. Residential development in Phase 1-s11}fl-net eeod-�� c-I��c�l 1 i H c trn i-t ?.2.22. P-ll�tse—ll-ale-etc}�-�n�e}1t--s1�a}-1—nc>tc;enitllenec�—ttt-rti}--t-fl�; ee�ll-n}�i-a1/l�ctai-l-� os�al�l�l-flee{� f3aeca--rccltri Ltd-i+1-W��eLl-l-la:�becs+-r�l-l�u�d- T}lelcafter-1-e�sic}csntal-dc�vc1lepnl� nt-irl-1'-liasc�-ll-I I shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. I'lle followin<( traffic improvements shall be designed and constructed during the Applicant's development of its Phase 11, and shall be com 1p etcd prior to issuance of, the first occupancy permit in that Phase 11, unless noted otherwise herein The exact location and dCSlgli of Such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon (final engineering thereof. ]f not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from IZOLItc 37 to the northeastern limits of the Project (Points "L" to "K" to "tile on the Revised GDP) upon written request of the County after others have developed an engineered plan Ior the construction of a road connection to Point L froin the north toward Paper Mill Road. If such a road connection is approved and conunenced by the Applicant and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "IM" to "L"; Page 5 of 15 S I .Io 9 a�ed .IOI UO11P31J11S11 S3pIAO.IC LI3lgM `,I.O(IA I)Lll' AILIIIO-) >131.13113.LI , q paAO.ICCP put''p3A1a1n1.1 p3.R'C 3.IC S1 s I SX 11311V )3L'C tLil U011131.10SURI , p3St.A3.1 V 10 ILIIO'I IV) lwo• I II!W .13C Pcl LIJIAA ,11.13CIO.ICI 31IS1,10 Sso.1313 LII.Iou 3LIj LLIO.11 S.I3L110 .10 1LI1331IC CTV 3CII q p3pL13Iaa SI 3Al.IQ .IOI.LIPM Z .10 : IN„ ILI!O 1� ZGS 3InO2I 'S fI O1 s.IaL110 q p3piAo.lC s>Iu11 gllM .10 <<N, jLIIOc[ 113GI-L) �I � 1)13021 .13)ISP.I• LIjIM )33S.I3j[II 01 S311.13C O.IC 31IS1,10 sS0.13P, tI111oS -)III LLIO.1,1 s.I3LljO .10 ILIP3[1C CI\/ lllj Xq papL13j�3 S� 3ni.r�1 .Io�.1.1I'�M l :1s�a3 SUOljipuO3 � LnM0110.1 33.n[I -)LIJ ,10 3uO I!Iun .[ol p3llc C P 3q IIPLIs III 3SI'Ll(j ui Sasn 113IjLMI)IS3.1 .10 11,13.1aLLILtu)3 .101 si1uLT3c Uo1lan.11sUo3 0� AI ' dCli) 1)asina2l 3qj uo , L1030JN- 01 SIt11o( 3AI.IC1Mof pPO�I gIIM L10113�I Jo s3L11'[ [PLI01III)pl' OANI I311.11Su03 pLIP, LloIS3p [[13LIS ILIIMIIC \Cj ' 3LI]. [i1 pPO.1 INL'S LIIIM 103L11I03 01 «N„ ILIIO(I 01 3AI.I(I .[OLI.IPM IMUISLt03 I)LI' llc IS3p .I3IJP3.IatII A lIC LLIO.1 IIPL[S ILI133IIC V aqi 'S.IatI10 Aq IOLI pLIP `IL[L'')IIC V 3111 Aq paaLIZALILLI03 ptIU 1)3AO.IC C P SI LIO[Ia3LIL103 pl'O.I L' LI311S ,l l 'L11110S 3L11 LLIO.I I N ILIIO(I 01 LIO113aLILIOa p10.1 11.10 L10[13I1.1)SL103 a[Ij .101 Lll',[CI UP p3C OI3A3p aAI'LI 5.1311)O LIMI.M AIL1110,D 3LII JO IS311 )a.1 LI311LIA1 LIOc ll 3pPLLI 3g l[I'LIS 110111'.3[p3p LI311Q cI(I�) P3SIA321 3111 UO ..ICI-, O1 Ohl„ SILI10,1 'A.IL'pU[loq I.13 O.IC LI111OS 3111 01 L� 3111021 u10.11 3Al.[(I .IOI.1111'.1�N .101 . t'M ,10-1gi3t.[ ,1.IPSS333L1 3l[i 31P311)3p 11PLIS ILII'3IIc C \J 3IIj 'p313n.11suo3 3SIM_[3t(IO AI)P.a.I(Y, IOU JI II :J03.13t[1 i�CIL[33t[17iL13 [rw� Lin 1u3Lujsn pP 3[gPuosP3.1 oI 133 qns -)q [[PLIS S1u3u13Ao.Ic LLII LI3ns 10 Llom)p pLIP LIOII1':)OI I313X3 3LIJ, t113.13CI p3IOL1 3SIM.13LI10 1)S31LII1 'III 3SL'g(l III 11LLI.13C A)tIL'C n3a0 1S.I11 3tlj JO 3)LIPIISSI 01 JOT.ld 11.11SL103 pCIL' p311n1S3p 3q 11PL[s sIu3LLI3AOAClLLI! 311J13.11 c U!ANO[IOl )LI'l, � I s1u3LLI3A0.lc LL11 LIOIjL'1.IOC StW.IJ. III aSl'Llcl L' 'S1t13CLMAO.IC tul p30.1 III owLIcI aL11,10 LIO1I3Ic LLIO3 aLII LIOc 11 S)ILIII i LIlStloLi IPIIuap1S3.1 00C IPLIOIIippP uP JO uo113n.11SUO3 a[I) JO ISISUO3 IIPL[S 133.0.LcI 3III Jo III asegd jll3Ltla3.ti�\J :�j.IL'd 3a.lt[J ,)III LIIIM i IIU0ISISLI03 I)Ul' S.131,1O.I,j 3SagI Xq p3.11ll )a.l sP jC 33\3 �.O , 1CIl0d jP 1U3LLIa3.lc>V 1.11'd-MRI,I' -,)III III pa3LK-M-013.1 sas ppq I311.IISL103 01 pa.1111 a.l aq jOLI IIMIS 1tIP31IC C V all IPL11 pap1AO.Ic dG9 I)aSIAO�j -,)III UO JN,. 01 jO„ Sju10,I '3ALI(] .IOLLIL',\� OI L� 31110�1 JO LIOISLI3IS3 3U13[-OMI P 1311.11SU03 pLIP ui 1S3p 1113LIS ILIP,)FjC c V aLI.1, ssoaou a� ppq P 13n.l1suoa o1 p3.nn )3.1 3q 1oU 11PyS IUPa1[c c \J 3tI1 iPt1i .lat[1.m1 p3pinalc Iuauq)uauljluo»rpuo:)'lof J .rajuaD alurods:co.iD 9 0 C'rosspointe Center Proffer Condition Amendment Phase 1II transportation impacts. 1\/IISCc11a11COLIS 'Transportation hnprovements. b) The Applicant understands that the right-ol=way for IZoutc 37 may be used for an improved arterial road location in the I'uturc. The Applicant shall plan for a 220' wide corridor with a reasonable amount 01' additional right-of-way to allow for Interchali ges at the Intersections of 1-8 1 and Wairrior Drive. 1 he hmits o1 the additional right-of-wayshall be determined at the time oI M ISICI' Plan approVal. c) The area outside of the 90' to 1 l0' right -Of -Way required for Route 37 shall be planned as open space, and In the event a �'OgCam 1S iLlndCd t0 pCOVICIC IOC �lll Upgraded roadway with a full urban inicrchan�Ic at Warrior Drive, such right-oi-way shall be dedicated at no cost to the County. (Points "I'," to "G" and "G" to "M" on the Revised GD11 ?:?-' B. Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Proicet shall be limited to two entrances, temporary access at and at " M," as shown on the IZeviscd GDP. No other entrance or road connections to IZoutc 37 shall be allowed without the cx mess a �proval of Fredcrick Co(Inty and VDO'T. l�asc-�-I-TI--�#�e-k3pn�e-I�t�l�aI-1-n+�-st=)n��neet--u}�t-i-J-a--i(�taa-o 1�00;A98-sc-dare--f eat-o-f� e-ec-rEi-�Il�rc1ta l-gar(�s�--lt�sa�k:-I-1(�ol�pae(-ha:7-bce�l}-cen:�true=ttd-in-I-�►�(;�ieus-Rhase�- Thc lt�fte=�re:�itdcmtias c4t�-c�I( i ant ii� I�hasc� I1I s1�a11 net-c-);ee ed-3fl� dwc1lling trl��t 3-II1. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: 3-1-A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. 1. .I3. All buildings within the shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Beai:dA,13oards to enforce ache unified development plan. �.rC_A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the I�t-(>pel tyPro'ect. 3-1-.D. The major collector roadways in the Project (Tasker Road and Warrior Drive} in Cl s s tc) exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. Page 7 of 15 Crosspolnte Center Proffer Condition Amendment 4IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS Lk-1- The Applicant shall design and build a public pedestrian -bicycle trail system to {�epartfent of Iz�facnEl lec�catieMnc�arc��as depicted on the Revised GDP that links residential and commercial areas within the dove,dopment�Saitl ti-ails sl #1 1�e- l�-gc>3etztl cat�fc��-+�I-�ec�—��;•-i tl}--tlie—Sc�sc2n�/-La�tirn—iiredc�i elm-l-1 r-bale—f1 t ca —1? 1 are=l��---Hof-tali �n wi-thProject• Trails pond -as ueh l}alI-be in tl�cYlocations ge��er�t413� de}�i�tid--on the 1�4ake�elepn�c , '�?la ��=o� t1}c�cle�elepl}�ent—"1 he�tlails shall be 10 feet wide, and have an asphalt surface aill cer�,truced to►ederi�I�C euf�ttundhrd. �.-V. FIRE & RESCUE: 5-1-A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. 5 ? B. The Applicant shall contribute a total of $300,000.00 to the Volunteer Fire Department providing service to the P-ropert-yl'ro"cet as first responder, payable in 4i-rec equa4-installments of $4-00200,000.00: for Phase I as well as a further $50 000.00 each for Phase I1 and Phase II1, payable upon issuance of the first building permit for any residential or commercial construction in each of the -!three phascs as described herein. d-. V I. SCHOOLS: 6r1-_The Applicant shall contribute to the Board the sum of $3,000.00 per dwelling unit for school purposes, payable upon the issuance of an occupancy permit for each such unit with the exception of age -restricted units. �VII. PARKS & OPEN SPACE: 7—. 1-_The Applicant shall contribute to the Board the sum of $500.00 per dwelling unit for recreational purposes, payable upon the Issuance of an occupancy permit for each such unit. .-Vlll. LIBRARIES: _The Applicant shall contribute to the Board the sum of $100.00 per dwelling unit for library purposes, payable upon the issuance of an occupancy permit for each such Unit. 9.IX. SHERIFF'S OFFICE: 94-_The Applicant shall contribute to the Board the sum of $5,000.00 for the Sheriff's Office upon issuance of the first building permit for the de-vek-)pmentPro'ect. Page 8 of 15 Crosspointe Center 4-0.X. ADMINISTRATION BUILDING: Proffb• Condition Amendment 4-04-._The Applicant shall contribute to the Board the sum of $5,000.00 to be used for construction of a general governmental administration building upon issuance of the first building permit for the devc-4-apmeiiVrojcct. -4-.X1. CREATION OF HOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: 44-.--.A.The residential portion of the develo-nientPro'ect shall be made subject to one or more homeowners' association(s) (hereinafter 'TIOA") that shall be responsible for the ownership, maintenance and repair of all common areas, including any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 HOA herein. 44:-2-.B.In addition to such other duties and responsibilities as may be assigned, an HOA shall have title to and responsibility for (i) all common open space areas, including, storinwater management facilities, not otherwise dedicated to public use, including the pedestrian -bicycle trail system proffered herein, (ii) common buffer areas located outside of residential lots; (iii) common solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) 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 I-IOA if platted within residential or other lots, or otherwise granted to the I-IOA by appropriate instrument. 44—rC.The commercial portion of the de-velopnientProiect shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater managenient facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. 1-1 1 D.In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private refuse collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. Page 9of* 5 0 i Crosspointe Center Proffer Condition Amendment -N .5-.E. If there is more than one such I-IOA or POA, the Applicant may elect to create an umbrella association with respect to the entire develol,)nientProject that shall, among other things, have responsibility for assuring compliance with design guidelines and standards, signage requirements, common area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as may be required, for the operation and maintenance of common infrastructure and other common undertakings as set lorth herein. 4-'-4XII. WATER & SEWER: 4-2-.-�_The Applicant shall be responsible for connecting the RK)pcFt-yProject to public water and sewer, and for constructing all facilities required for such connection. All water and sewer infrastructure shall be constructed in accordance with the requirements of the Frederick County Sanitation Authority. 4J:XIII. ENVIRONMENT: A.`.Jto}�r�,�Latei�anage�rr�e{rt-anc-1-13e+;t-I�I�rn�;e;►+}e;i��-�raetii<,�-(r-�"^r�---for-the I'-rapelrt��l���11-l�ca--l3rev-iElc:d-i�--aeeF>rdanec��i th-ih�l-re-t�i�cEW-i-���-i-t� i�t--S t�>rr}��tter t'�4a r��r<�e+Nc�-IZcsge+latie�-rr -I :?:_Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and I-Ic+gellow Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. fs-.-=1=: a�petatic+n +n+I�rcr' +��esnt 4hu1I-bc a �seciat�d-s� itl� anti +iritiatc d-}�t1r-caae# }�ha�c�-c�I=ll�c,=Eltiwt-lehn�c1��t-u�--se�lfjr-lh--be lerw-1 t-i�-theme pl+l ic�+n t=:r-i-n len t-te t+t-i-l-ire--l�Etbl i��oaE�k�nd i+rg-as-i>-n�a3�-be-a v�tEl a f�l e-If>f--1-x�E�tien�o I=ih i���}c ho�=e ett-hi�t�pen�ibi-l+t,,�--Ier-e-ar�i+�g--the-eF>nstreietiE���-to--es�ur-pf�ie�-te i�uaE+c,�c�I=bi+i-kl-ir�� perfnil5-s(3�rEl-i�c;st-���itli-ihca-Apl�lic,�ant- B. 'I=ham Hen pertati�t3 ix3l3rHvtn3en�s he rczto(a3c��rel�fc�re d i+� sc�i��ec�i�t� ��ith Phase ros�pei tie-art-�-pIV-se ntly-under=eon4t-t-unti(-m-b3­-VI)() l"4-irstia o--a-n arc=r t+�c ��t crrt� red i�+t+> 1�v and beweer� W(} I-(tlaifez Nc���el<�rrlent I��e—aid tlie-Ii-rede�l�Ceu�+fy--Zet+ing-AchNinisti�t�t-; dated-Ivlay-��l-}�(-t�c�,l�cc Izx-",-feet-vent")-the:-C=oued-the ALD0-T- �}rpr�vti{neat Latta I+ed-tlie- ar-i-g+nab--hlrasc=l-{arc-rff�l�s-stic;h-that-t hci-ec�+�rt�ei-eial-a��El-+c�-aide}tial develept+�e+�t-E}f--C=+�:�pei+Kc-atFthart:red-Io�-1���c�-1-by--ihc�-re,��trtng-e� �t-�ie Page 10 of 15 Crosspointe Center Proffer Condilion Amendmeni resct�tl }-ttt�El�t=E»tr ttcieti--by--V-NOT=:,hhl I-sa Ei[3�-tl�e-I'I+ac-I-t eaEl E'�tJad-e-t}tta+�ee-s-te-I�3tftcL3-7-t-}+i�eHb(�-Nye-}�rE>t�ort}�`-(-I�etttc� 7 )�1��11-bc�-l-it-rri-toEl-t-0 No other entrance or road connections to Route 37 shall be allowed without the express approval of rederick County and VD0T. 1 1.1 hey-(e�Nt�b it-alf-ie-irptf�sr}3er+ts-s)}alI-bc3-c4it�cd at+tl coirEtetd ctt�+Fe�tEap+�k Phase II, and shall be completed prior to issuance of' the III -St occupancy permit in that Phase II, unless noted otherwise herein. The exact location and design of such imprvm occnts shall be in substantialnRrman co�ce with the RCv'1SCd GDP but7shall be subject to reasonable adjustment upon final cnginccrin(!, thercol'. ��.�f:-I=>,b�t�pp�ic=a�-�h;}f 1-dc=:Tip;n-ancl-con�trttc-E=l=a+;lE��I�aEf-e�itnded-to -�V+t>'t�et=-Ari-��c,�-�R�i►�t:�=l-I"t<�".{"te-=`f�-' erg-tbe-I�e��i:�ccl--�rl�I'-}: W-not all. c�} «t1� sy e cE>nst+uc cad--thex p}�lic t Thal -I --de- Gate tie�hckn 1it��it-��l N3cfclofxerK Es -`I c�+�-N+e--I�c�=i�cc-f---Ei�f�-tt�e►r-��Eitten-t�eclt+eat of=-l-hex+}3t��13c� e N+c-t� �=cLEIc-i-c: lc� ped-a H-ct��i t� c=careEf-}-� h�ij-I ej-the-Go++s�xte t-�or�-o �-a read-eor�+3eeti�t+-Ee-I?c�i-nt I-ffc>t�+-they-c.���-tos�,4+rc-I-Raper-A�1-i-1-I-I�ac-k l�-c+tr i�I eel-t haE-st teh-�r-t>a d-set+nceti F>n-i�-al+}�ros-ed-a+tc-I-corm n�c-tic�c-# Nie- pi +c-ant-sha-l-prorpif3� tlaereL+ltet=desib�i�-Ott+�I-ser irHet �'�4+i+iet�3ria,-c=-tc�-I-'<>int-�-and-prc>s�idsd-f�Nrt-heat--il-i�t tltc-�#�}�lisa+rt :+l�a�l-Hc�t--be-rec}tti}-ed-t+�-set+:strust-a-I�r -1-=1�f-3--"I�1�c-t��plie-a++t�hall--desibn-anEf-sFrt-r.7lrttel--a-twe-f+tt�e-e�t�n�iet3-a(� GD11}-pee led -that the-flpf�fic nl-ahall-t�et bet-rcE{++irscl-te ea+�t+ttc i-bra d �e-ref e+•c�r�scd-i-n-tl�e=lei ree�-I'-art�r--�-1 �-rec�t�e-t+t- at '-I✓ot=GfariE3--ij�-tl�c�--it+it�rl-�retatie+-3-ancl-et�It-+t-eitnG++E-a-4�-tI}case,�1-n�ct�Efst=l--P-r<-�It;r.-4, t-lie l'-l�;e-I-t�td--a�3d-hi�1��-}z-i-t�pre�-czt�ertis-t-had-�trc-I�cft+�--ee+�st rueteEi-631-�D(�I=a�-e f--ibe dole of a�lpt i 1-eI N+c e �1ta�er�c�sck 1'+��Ic�t ; at�d f+is�� ureLEfeetr�eEl Ee h c� beet3 li,sl- -A pttrst+at�t-Eo-they=l=1-+r�=t�I'-art}�-t��rc�c��c=Gt-a+r�N�e--read��►-xc+�t�-iEfL►+ki-I=tcEl--a�[�- - "', 1-too p ESN=a+AEI-41" to "I" on ihcA on its l-�icn�etai :cad-1�c�Lelleprr�c+ I?1ar+ c��ii�i ts-iciGt�tF��,=i-t+�=-tl}oss�c�t+�enE�k�c�tisit-ust-ion-e l=-a-��-i nc�i-water-1+nc�-rc-{� pie-etr�ex-� argil-at�}�i t+}pt�c�� t}+car+tote-C�-Ret+ics-I-l�,Ic-�t-c-��1 r+ti��takY�-f- '=1=k+i1;-tic-I-����;-f=e�+�-�ti�r-�}L+ds+}ti�-fed-as"Gres�pei��tca-I-3eEEl���+ci Page 1 I of 15 i Crosspoinle Cenler !'rojjer Condition Amendment ae else-Ele ve4)pm (A, nIII+1e FCial-c>I=rc�s+EI�IIttL�1-{al�c1-I�a��s-frol�r 44-.5-.(i).Thc following tral'kc improvements shall be designed and constructed during Phase Ill and shall be completed prior to issuance of the first occupancy permit in Phase III, Lmless otherwise noted herein. The exact location and design 01' such improvements shall be subject to reasonable adjustment upon final engineering thereof: —If• not already otherwise constructccl, the Applicant shall dedicate the necessary right-ol'-way for Warrior Drive from Route 37 to the south property boundary. (Points "(vl" to `°N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. I'-ro�ti�Ic�cl-�h�t-�tl�h-a-I��Ic-l-oe+�neefien-i s5-a ppro��ec�-aj-�d-e-�}r�+�c�eoc-I� tl3c—�.I3plita��t—sl tll—pren�Ptl th�roaft�r deer-ant-l—eOiI4, Tint Warr+t�I=I�Fi��-iFrP-coil}�N-te-eel�nc�ct-may tli-saiEl-rc>ae�: (i). 1,1.5.2 The Applicant shall design and construct two additional lanes of' Route 37 from the intersection with Tasker Road to Warrior Drive. (Points " (" to "M'• on the Revised GDP). 4-1-5.3No construction permits for commercial or residential uses in Phase III shall be applied (or until one of the three Following Conditions exist: -1—Warrior Drive Is extended by the Applicant or others From the south across offsitc properties to intersect with Tasker Road (S.R. 642) (at Point "N") or with links provided by others to U.S. Route 522. 1. �Oi�a}riel=l�ii�<c--is--c�-;�tendefl-I�-y-lhc�-�.p131-ican� �I-ethc1rs--1=reI�-tile i��Itl}sress-e1=1:4iic 1}ro13c1ttit-iic1rsct�<�I� with Paper R�lilN�eacl-(S I�6�I4} (At Point or 2-71.-A revised Transportation Impact Analysis is prepared, reviewed. and approved by Frederick County and Vl)0T, which provides justification for Phase Ili transportation impacts. 4476,a 'Flic Applicant tincicrstands that the right-ol-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220• wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of' I-81 and Warrior Drive. The limits of the additional right-ol'-way shall be determined at the time of' Master Plan approval. C-f fhe area outside 01' the 90• to 1 10' right-ol-way required for Route 37 shall be Page 12 of 15 • 0 Crosspointe Cutler Proffer Condi[ion Amendment planned as open space. and in the event a program is funded to provide for an upgraded roadway with a f1111 urban intcrchangc at Warrior Drive, such right -of- way shall be dedicated at no cost to the County. (Points "I"" to "G" and "G' to "i'I" on the Revised GDP). 44-. XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: -IS .A.The Applicant shall preserve Hilandale House for such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the structure for a commercial type use. The Applicant shall further create a-f -ve-aete preservation park immediately surrounding the House, as generally depicted on the Revised GDP. 4-5:?-B.The Applicant shall create a ten -acre preservation park immediately surrounding the encampment area associated with Camp Russell, as generally depicted on the Revised GDP. 4-,- C.The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. 1� a D.Prior to the commencement of any land disturbing activities on the I'-taperF}=Protect, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be disturbed, for investigation of those portions of the do vc-lepmentProiect that lie outside the development area previously studied in any Route 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that such a Phase I study indicates that further study is required, then the Applicant shall undertake such further studies as may be indicated. 4-5—.5 E. If the Applicant constructs the extension of Warrior Road in the alignment contemplated by and studied in any FEIS, the Applicant will coordinate that construction with the Federal Highway Administration ("FI-IWA"), the Virginia State Historic Preservation Officer ("SI-IPO"), VDOT, and Frederick County- to assure implementation of the Memorandum of Agreement previously entered into between the County, the FHWA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). 4-54)-1'. Any additional archeological features identified during a Phase I study will be evaluated in accordance with Virginia Department of Historic Resources ("VDHR") guidelines, and in the event that a National Register -eligible site is identified, the Applicant will work with VDHR and the County to mitigate any adverse effects that may result from the proposed dei c3lepn--ientPro cct. G Any park areas that are identified herein or that are identified on the Revised GDP will be first offered to the County for owncrshit) and maintenance for a period of 12 months following the approval of the first site or subdivision Man for the Page 13 of 15 i 0 Crosspoittte Center Proffer Condition Amendment Project If the COUnt}' dOCS not e1CCt within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one or more homeowners' or property' owners' associations as may be determined b the ie Applicant. 4-6-.XV.RESERVATION OF AREA FOR GOVERNMENT SERVICES 16,-«�Tt—s�lel3—tin3t z�tl�cBe�ltcl int��3ds—tc� sc3nttuot—a—fnsilft31—a:Y—I�r<3��ic�t'd—herein the The Applicant shall reserve approximately nine acres of land in the general location shown on the Revised GDP for the placement of such government services as the Board may elect.-; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this prre efed--eoHdi-t-e' proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Prol7cr Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment as applied for by the Applicant, said contrrblltronS Shall be In the amounts as Stated herein. Any monetary Contributions set lorth in the Proffer Statement which are paid to the Board after 30 months following approval of this apiflication 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 24 months after the approval of' this rezoning to the most recently available CPI-U to the date the contributions are paid for a period not to exceed 10 years, SUbject to a cap of 4% per year, non -compounded. SIGNATURES APPEAR ON FOLLOWING PAGES Page 14 of 15 0 0 CrossI)oAtte Center Proffer Condition Amendment GLAIZE DEVELOPMENTS, In: .INCORPORATED By: Title: COMMONWEALTH OF VIRGINIA; CITY/COUNTY OF : to -wit The foregoing instrument was acknowledged before me this day of 2015, by My Commission expires: Notary Public Page 15 of 15 • AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of the `�� of (ilk , 2012, by and between GLAIZE DEVELOPMENTS, INCORPORATED., a Virginia corporation ("Glaize"), the VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commonwealth of Virginia, a public body politic and corporate ("VDOT"), and the ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA (the "Zoning Administrator"). RECITALS: R-1. Glaize is the owner of certain property located in Frederick County, Virginia, known as the Crosspointe, and more specifically identified as Tax wrap Parcels 75-A-89, 89A, 91, 92, 95, 96, and a portion of 75-A-90 and 75-A-94 on the Tax Maps of the Count, (the "Property"). R-2. VDOT is the Department of the Commonwealth of Virginia charged with construction, operation, and maintenance of the Virginia state systems of highways. R-3. The Property was rezoned for commercial and residential uses by the Frederick County Board of Supervisors by Rezoning 13-03 in 2003, to permit the development of the Property consistently with the Frederick County Zoning Ordinance Proffers accepted by the Board in connection with that Rezoning (the "Proffers"). These proffered conditions include Glaize's obligations to make certain phased road improvements during the course of development of Crosspointe. R-4. Glaize and VDOT have engaged in detailed discussions regarding the po- tential responsibilities of the Parties in connection Nvith the construction of major improvements to the I-81 Exit No. 310 Interchange that VDOT pro- poses to undertake at that Interchange, and as those improvements relate to the development of Crosspointe by Glaize Developments, Inc. R-5. VDOT has determined that if funds are available and allocated to the project, it intends to construct extensive "Phase I" Improvements to the 310 Interchange that will encompass road improvements that were proffered to be constructed in conjunction with Phase I of Crosspointe. 0 0 R-b. In recognition of VDOT's construction of the aforesaid improvements, Glai-r.e has stated its willingness to cooperate Ivith such improvements, to grant necessary rights -of -way, and to do other things to accommodate VDOT'S project. R-7. For the purposes of this Agreement, the "VDOI' Phase I Improvements" shall be those referenced in the "Interchange Modification Report for Interstate 81 and Route 37 Interchange, Frederick County, Virginia, .Milepost 310," revised February 16, 2007 (the "Report"). Crosspointe Phase 1, 11, and III refer to the phases of the Crosspointe development as it is identified in the Proffers. A copy of the Report is attached hereto and incorporated herein by reference. R-8. The Parties wish to memorialize their agreement consistently with their discussions, and to set forth the mutual promises, obligations, and commitments that each has made vvith respect to the work described Ilerein. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth below and for other goon and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, Glaize and VDO'I-* (each referred to as a "Party" and collectively "the Parties"), intending to be legally bound, hereby agree as follows: 1. Incorporation of Recitals: The Recitals above are incorporated in this agreement as if fully set out here. 2. VDOT Obligations to the Construction of the Interchange Improvements. Page 2 of 14 a. In the event that VDOT elects to commence construction of the VDOT Phase I Improvements, then VDOT will assume, at its sole expense, all responsibility for the design and construction of the following road improvements. These improvements include certain improvements that have been heretofore proffered by Glaize but that VDOT intends to design and C0 nstrLICt as set forth in the Recitals, above, and for the purposes of this Agreement collectively constitute the VDOT Phase I Improvements: i. The Interstate SURoute 37 310 Interchange "Interim Improve- ments" in general conformance with the Report. 1. This will satisfy Glaize's proffered requirement to design and construct an extension of Crosspointe Boulevard in an easterly direction for 1,100 feet as generally depicted on the GDP accepted in connection with Rezoning 13-03. (Points "F" to "G" on the GDP); Proffer 14.2.1. ii. Relocated Tasker Road. I . This will satisfy Glaize's proffered requirement to design and construct a realigned intersection of "Tasker Road with the extension of Crosspointe Boulevard as generally depicted on the GDP. (Points "F" to "G" to "IA" to ' on the GDP). VDOT will construct a temporary access to re- located Tasker Road and the extension of Route 37 as part of subparagraph (2)(a)(1) above, and is presently contemplated to be the western half of an urban diamond interchange, or functionally similar design. Proffer 14.2.2. iii. Relocated Hilandale Road. 1. 'This will satisfy Glaize's proffered requirement to design and construct an extension of I-Iilandale Road from Crosspointe Boulevard extended in an easterly direction between the Phase I commercial and residential devel- opments as generally depicted on the GDP. (Points "I" to "IT' on the GDP). Proffer 14.2.3. iv. Relocate an existing 20-inch water necessary to the foregoing improvements. Page 3 of 14 • 0 v. Improvements to U. S. Route I to the west of I-81. 1. This will satisfy Glaize's proffered requirement to design and construct an additional lane on southbound U.S. Route II between the interchange ramp intersections With Route 37 as generally depicted on the GDP. (Points "A" to "B" on the GDP). b. 'Flie VDOT Phase I Improvements will accommodate the future Upgrade of the 1-81 Interchange to the ultimate interchange design as contemplated by the plans for the MOT Phase III Improvements as they have been identified in the Report. c. The Parties agree that if VDOT undertakes the COIISti"LICt1OIl of the VDOT Phase I Improvements as defined herein, all segments of Route 37 within Crosspointe will be constrLICted in accordance with VDOT GS-1 standards, as a limited access rural principal arterial, and in the location identified by VDOT in final plan,,. The horizontal and vertical alignment will be agreed to by VDOT, Glalze, and the County as part of the alignment Study CLlrrently tieing conducted by VDOT. d. If Route 37 is at anv time re-classified as a parkway or boulevard -Style roadwav, Glaize will mirror VDOT's construction standards for such reclassified roadvvay for all\, extension of ROLIte 37 within the property. e. Prior to the commencement of any of till' work required for the VDOT Phase I Improvements, VDOT shall obtain all funning, approvals, and permits as required for the those Improvements (inClUding permission for any off -site work that may be associated bylth the Improvements, and any additional costs and permits for road construction that it may undertake) from the appropriate local, state, and federal authorities. Page 4 of 14 0 0 f. VDOT shall prepare and obtain approval of all necessary EIlviroIlmental Assessments or Environmental IIllpact Statements, or supplementations Or revisions thereto including, but not limited to, the cultural and historic resource analyses necessary for compliance with the National Historic Preservation Act for the VDOT improvements within the Crosspointe property as described above tinder item 2.: VDOT's Obligations, and as described below under item 3.: Glaize's Obligations. This shall be done prior to the commencement of the MOT Phase I Improvements, and the other work contemplated herein. An}, environmental item(s) required for the work proposed under item 3. Glaize's Obligations, as to which MOT lacks the authority to obtain and transfer to a third party, will be Glaize's responsibility to obtain in its name. g. VDOT agrees that for the purposes of future TIM that may be required for Crosspointe, Glaize shall have no further responsibility for improvements to the 3-10 Interchange. Glaize, VDOT, and the County will enter a "scoping" agreement for future TIAs prior to construction of the Crosspointe Phase I and such sCOping agreement will Identify the roads and intersectioIls to be aIlalyzed. This scoping agreement shall be used for all TIM that may be required in connection with the development. Any impacts identified outside the project limits shall be the responsibility of others. 3. Glaize's Obligations. a. Glaize will amend the Crosspointe Master Development Plan ("MDP") to reflect construction of Route 37 to include two, three -lane, bridges across "rasker Road and two, t�vo-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the property. It is understood that VDOT will construct the interim improvements as described in Paragraph 2, above, but that Glaize shall construct one three lane bridge at Tasker Road and a portion of the urban interchange at Warrior Drive in conformity with the timing requirements currently established in the applicable Crosspointe Proffers consistent with the ultinlate plan for Route 37, as set out in the Report and prior to the issuance of the first occupancy permit for Crosspointe Phase lI or when required by any amended Proffer accepted by the County. b. Should funding required for construction of the Phase I Improvements as set forth herein not be or become available, VDOT shall retain its rights to comment On any modified road plan submissions that Glaize may make to accommodate such changed circumstances. Page 5 of 14 c. Glaize will construct the second three -lane bridge over Tasker Road in conformity with the timing requirements currently established in the applicable Crosspointe Proffers consistent \vith the ultimate plan for Route 37, as set out in the Report and prior to the issuance of the first occupancy permit for Crosspointe Phase 111, to include construction of the second, two-lane segment of Route 37 from Tasker Road to Warrior Drive, and the remaining portion of the urban interchange at Warrior Drive. d. Glaize shall remove the interim off -ramps at `Masker Road and Route 37 \within hvo months following the date when (a) a Traffic Impact Analysis ("TIA") is approved that demonstrates tile), are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe after completion of the western half of the interchange at Warrior Drive, or (b) \vhen an off -site connection is made to Route 522 to the east, or to properties to the north or south [w means of an extended Warrior Drive, whichever first occurs, and in either case (c) the development of Crosspointe has commenced. The hwo month removal wlndmv will be bvithin the normal COnStrUCtlOil months of April through October and the work may carry over into a subsequent construction tieason if the entire two month time frame is not available in the construction season that the work cornmences. The interim ramp right-of-way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the interim Taske►- ramps by Glaize and final inspection by VDOT. e. Glaize \-will dedicate all of the right-of-way on its property needed for the VDOT Phase I and Ill Improvements at no cost to VDO'T, regardless whether such dedication was previously proffered. f. Glaize Will further dedicate the right-of-way for Hilandale and relocated Tasker Roads, and the temporary, VDOT-installed, connection of Route 37 to Tasker Road, also at no cost to VDOT. g. Such dedications will include any additional water, slope, drainage, or terporary construction easements that may be required. Page 6 of 14 h. Actual conveyance of these interests will be based on a nlutually- agreeable final design and shall be made within 30 days of written request therefor from VDOT with respect to any segment of the VDOT Phase I Improvements as to which VDOT is prepared to issue a Notice to Proceed. MOT shall prepare the necessary plats and deeds, subject to Glaize's review and comment. All of the dedicated right-of-way not needed for VDOT's permanent improvements to the 310 Interchange vvill revert to Glaize after construction of those permanent improvements is complete and accepted, or any additional portions of Route 37 within the Property outside of those improvements are accepted, for o\vnership, operation, and maintenance. i. Glaize will retain the obligation to construct those transportation improvements not otherwise a part of the VDOT Phase I Improvements as set forth herein, consistent with the requirements of the Proffers for Crosspointe, as they may currently provide or as they may hereafter be amended. A copy of the Proffers as approved in connection with Rezoning 13-03 is attached hereto and incorporated herein by reference. 4. Consent to Design Plans: Where the Parties must agree is to a road design, none shall unreasonably withhold, delav, Or refuse its consent. 5. Procedures for compliance with historic preservation requirements: a. VDOT agrees that in accordance with the '1999 Memorandum of t\,reenlent (MOA) between the Federal 1-lighvvay Adminishation, VDOT, Frederick County, and the State Historic Preservation Officer, VDOT will develop landscaping plans and install such landscaping to reduce the visual impact of the interchange on the Hilandale 1-louse. VDOT will coordinate the review of the landscaping plan vvith the Virginia Department of Historic Resou roes. h. Glaize agrees that as provided in Proffer15 and the referenced 1999 ,MOA, it will develop and implement a treatment plan to mitigate the effects of the construction of Route 37 and Warrior Drive on the Hilandale Earthwork and the site of Camp Russell, Such treatment plan will conform to the requirements and specifications identified in the 1999 IMOA. VDOT will assist in the coordination, review, and approval of the treatment plan with VDI-IR. Page 7 of 14 G. Non -Ownership of Facilities by Others: f his Agreement shall not create or establish any ownership in any part of the VDOT systenls in any person or entity other than the Conlmonwealth of Virginia. 7. Governing Law; Venue: This Agreement shell be construed and performed in accordance with the laws of the Colninomvealth of Virginia, without reference to conflict of la�v principles. ResolLlti011 of any outstanding claims, count(2rclaims, disputes and other matters arising out of, or in connection with, this Agreement shall be decided in a court of competent IUrisdictlon In the Commonwealth of Virginia. 8. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to its subject matter, and supersedes all prior and contemporaneous written or verbal agreements of the Parties in connection herewith. 9. Waiver Not Continuing: The kvaiver by either Party of any failure on the part of the other Part), to pertorm any of its obligations under this Agreement shall not be construed as a �� giver of anv future or continuing failure or failures, whether similar or dissimilar thereto. 10. No Third -Party Beneficiaries: Except to the extent that obligations or responsibilities may be assigned in accordance with this Agreement, the benefits of this Agreement shall inure solely to the Parties hereto, and nothing contained herein is intended to, or shall, confer upon ally person not a party hereto any rights, benefits or remedies of any nature -vhatsoevcr under, or by reason of, this Agreement. Page 8 of 14 0 11. Successors and Assigns; Covenants Running with the Land: All the terms, covenants, provisions and conditions of this Agreement shall be binding upon any successors in title to the Property and are covenants 1'1-lnning A ith the land. The terms, covenants, provisions and conditions of this Agreement shall not be severable from the Property or separately assignable by either Party. Glaize may not assign any portion of this Agreement without the express ivritten consent of VDOT, such consent not to be unreasonably withdield. This Agreement or a Memorandum thereof may be recorded in the Land Records of Frederick County. 12. Termination, Default and Remedies: a. if either Glaize or VDOT materially breaches any of the provisions set out in this Agreement, or fails to observe or perform any of their respective obligations hereunder that materially affect the non -defaulting Party's rights under this Agreement, any such breach or failure shall constitute an event of default, provided, hoivever, that it shall not be Such all event unless and until the non -defaulting Party has given the defaulting Party written notice specifying the nature of such breach or failure, and, within thirty (30) days after receipt of such notice, the defaulting Party fails to cure such breach or failure. Provided, further, however, that if such cure cannot be reasonably completed xvithin the thirty (30) day period, then the 30-day period will be extended by Lip to sixty (60) additional days, so long as the defaulting Party diligently takes steps to cure the breach of failure, and keeps the non -defaulting Party promptly and fully informed about its progress in effectuating the cure. b. If an event of default by Glaize occurs, VDOT shall have the right to terminate this Agreement as of the expiration of the 30-day period (or applicable longer period) provided in subparagraph a. above. if VDOT elects to terminate this Agreement, Mar shall have no further obligation or duty to Glaize. c. If an event of default by VDOT occurs, Glaize's sole remedy shall be to terminate this Agreement and upon any such termination by Glaize VDOT shall have no further obligation or duty to Glaize under this Agreement. d. In the event that this Agreement is terininated by either party prior to the completion of the Interchange Improvements, the Zoning Administrator's certification herein shall be deemed withdrawn, and Glalze's obligations under the Proffers shall remain in effect. Page 9 of 14 13. Modifications: No modification to this Agreement shall be binding on either Party unless it shall be in writing and signed by the duly authorized representatives of all Parties. 14. Notices: All notices to be sent in connection with this Agreement shall be in writing, shall be delivered either by hand or by mail, and shall be deemed sufficiently given when actually received by the other Parties notified or when mailed, if mailed by certified or registered mail, postage prepaid, addressed to the other Parties at their respective addresses stated below. Each Party may, by notice to the other Parties given in the manner provided for herein, change his or its address for receiving such notices. Address for notices to Glaize: Glaize Developments, Inc., a Virginia corporation. Attn: Mr. J. P. Carl- P.O. Box 888 Winchester, Virginia 22604 With a copy to: Walsh, COILIM, Lubeley, Emrich & Walsh, PC Attn: Mr. John H. Foote, Esquire 4310 Prince William Parkway, Suite 300 Prince William, Virginia 22192 Address for notices to VDOT: Virginia Department of Transportation Attn: Jeff Lineberry Transportation and Land Use Director 811 Commerce Road Staunton, Virginia 24401-9029 Page 10 of 14 Address for notices to the County: Board of Supervisors of Frederick County, Virginia Attn: County Administrator 107 N. Kent Street Winchester, VA 22601-5000 15. Zoning Administrator Concurrence. a. The Zoning Administrator of Frederick County is joined to this Agreeiiient for the purpose of confirming, as a formal deterill ilia tlon, that construction of these improvements, whether by MOT or Glai•r.e, will satisfy proffcred road construction improvements as preconditions to the initiation of the development of Crosspointe Phase 1, and that the amendments to the 1MDP referenced in Paragraph 3 (a) above will be consistent with the approved rezoning for Crosspointe. b. The 1vI1)1', previously approved by the County upon CollditlOrl that is satisfied, will also be cleenled to have received final approval upon execution hereof. IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement as of the clay and year first above written. [SIGNATURES APPEAR ON FOLLOWING PAGES[ Page ]1 of 14 GLAIZE DEVELOPMENTS, INC. a Virginia corporation I3y: CO.NItl\IONWEALTFI OF VIRGINIA COUNTY OF FREDERICK The foregoing instrument was acknowledged before me this day �l 1"no.�, 2012, by J. P. Carr as Vice President of Glai-r.e Devel- opments, Inc., authorirecl to execute this agreement on behalf of the firm. L m Notary Public \,I\, Registration Number: k38 Ley .mv Commission expires -l\'!�\ `-.o �2 `t,.t{{tttttVutfr'tt trljrQ, . r 'y �C rG Page 12 of 14 THE VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commonwealth of Virginia By: . --- �J (D �4ci*,^ COMMONWEALTH OF VIRGINIA COUNTY OF ALM4 The foregoing instrument was acknowledged before me this ( day of E1'I'LLi , 2012, by 2�sq on behalf of the Virginia Department of Transportation. s you 1 ckd - el 1'2y—� Notary Public Registration Number: 709 ,:�(O(n 9 ,mN, Commission expires q- 30-1 s Sl1A C ��P�• NOTARY RE(3LIC .07082664 �1Y COMMISSION o INES Q` Page 13 of -14 0 THE ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA y: -- COMMONWEALTH OF VIRGINIA COUNTY OFF' The foregoing instrument was acknowled ed efore me this Z4 day of 2012, byas the Zoning Adm istrator. NOTARY PU81.IC REGISTRATION K 138290 COMMONWEALTH OF VIRGINIA Registration Number: MY COMMISSION EXPIRES 190 AUGUST 31, 2015 -M, v Commission expires Page 14 of 14 NOTES 1. FREDERICK COUNTY PINS 75-A-89. 75-A-89A, 75-A-90. 75-A-91, 75-A-92. 75-A-94, 75-A-95, AND 75-A-95. ALL CURRENTLY UNDER THE NAME OF GLAIZE DEVELOPMENTS. INCORPORATED. 2. BOUNDARY INFORMATION IS BASED ON A CURRENT FIELD RUN SURVEY PURSUANT TO DEEDS OF RECORD AMONG THE LAND RECORDS OF FREDERICK COUNTY, VIRGINIA, AND UNRECORDED PLATS PROVIDED AND PREPARED BY GILBERT W. CLIFFORD & ASSOCIATES. INC. DATE OF LAST FIELD INSPECTION: DECEMBER 18. 2007. 3. THE PLAT OF THE PROPERTY SHOWN HEREON IS REFERENCED TO THE VIRGINIA COORDINATE SYSTEM (NORTH ZONE), NAD 1983(CORS96) THE COMBINED GRID AND ELEVATION FACTOR WHICH HAS BEEN APPLIED TO ESTABLISH THE PROJECT COORDINATES IS 0.9999604836 a n 6. THE LOCATION OR EXISTENCE OF UNDERGROUND UTILITIES, HAZARDOUS mw Z MATERIALS, ENVIRONMENTALLY SENSITIVE OR DAMAGED AREAS OR n WETLANDS (IF ANY) IS NOT DETERMINED BY THIS SURVEY. a 8. BOUNDARY EXHIBIT PREPARED WITHOUT BENEFIT OF A TITLE REPORT, rn t�i THEREFORE EASEMENTS MAY EXIST THAT ARE NOT SHOWN HEREON CURVE TABLE CURVE RADIUS DELTA LENGTH TANGENT BEARING CHORD C1 H3.40' 36'12'45" 71.67' 37.08' N50'49'23"W 70. 48' C3 1223.24' 28'20'29" 605.08' 308.86' N18'12'28"E 598.93' �N86'58'30'E 509,71' 178.47' 331.24' !w ! r20°0 F =„7ti / IV 9� O ,\�J .4./ 2ryN \ sl ci✓ SJ, LINE TABLE LINE BEARING LENGTH L1 N6639'21"E 5&48' L2 N13'07'24'E 59.67' L3 S25'12'46"W 39.18' 1-4 N20'54'45"W 141+52' L5 N58'15'26'W 193.70' L6 N81'19'48"W 197.22' L7 N75650152"W 110. a L8 N70'09'56"W 191.50' N36'57'09"E 11081' N27'48'17"E 125.40' N52'47'34'E 146.88' N30'14'20"E 149.64' R N51'00'22"E 296,81' N62'17'56"E 162 79' N41 a31lO 7"E 226.05' N37'25'05'E 134.86' L18 N31'44'05"E 161.13' L19 N09'OB'47"E 135.69' L20 N0715 WE 85.9T L21 N04'02'14"E 108. 57' L22 I N42'22'57'E 147. 55' VICINITY MAP SCALE: 1" = 2000' C4 10097.00' 864.71' 864.44' N 7941'00 W C54'24" 43262 C5 2200.00' 340.00' 339.66' N 26'10'28' E 8'51'17' 170.34' C6 600.00' 258.77' 256.77' S 89'54'15' E 244239' 131.43' C7 750.00' 524.12' 513.52' N 82'2553 E 40'02'24 273.27' C8 10097.00' 420.93' 420.90' S 6T 1644 E 72319' 210.49' C9 10097.00' 947.62' 947.28' S 6TO9'42' E 522'38' 474,16' C10 45.00' 79,01' 69.25' N 31'47'33' E 10036'10' 54.21' C11 470.00' 497.17' 474.31' N 51'47'24" E 6036'28' 274.69' Ci2 45.00' 750.986 63.77 N 202' 4157..5185' C13 1500' 1' W 858'3' ' C14 35.00' 46.28' 42.98' N 072507" W 75'4521" 27.23' 0 Lzo a \ 1L19 LS6 v X EXISTING RA ZONING \ NOT SUBJECT TO 8 PROPOSED \ THIS APPLICATION 82 ZONING \ 51.9420 AC. ! 171.3501 AC. s ,\O G V, PROPOSED � RP ZONING 387.5349 AC. 0 !! C \?t C A \ L47 48 L51 C9 \1\ PROPOSED \\ Cr�50�Sz y B2 ZONING O"1 15.5095 AC. J� \ w C4 �14._ _ 1524.46' _ 460.18' S8917'06"W 1984.64' L23 N 0013'29" W 339,27' L24 N 48'31'18" W 457,36' L25 N 55'29'07" W 554.06' L26 N 34'13'23' W 417.61' L27 N 46'10'03" W 393.74' L28 N 2V 16*31 W 448.64' L29 N 32'28'34" W 376.72' 1-30 N 32'28'34" W 220.71' L31 N 52'08'01" W 526.36' L32 N 42"16'43" W 382,89' L33 N 35'45'48" W 289.11' L34 N 26' 12'42" W 383, 19' L35 N 11'09'36" W 525.56' L36 N 20'55'31' W 382.08' L37 N 30'39'57" W 361,33' L38 N 24'26'54' W 276.89' L39 N 29'48'03" W 239.56' L40 N 74'50'00" W 231.72' L41 N 30'36'07" E 666.21' L42 S 59"23'53" E 646.99' L43 S 15'18'14" W 775,50' L44 S 77 32 55' E 311.47' L45 N 6224'41" E 307.05' L46 S 63'57'02" E 210.30' L47 S 74'46014" E 209.86' L48 S 73'08'22" E 83,86' L49 S 55'59'23" E 38,77' L50 N 5334'19" E 39.32' L51 S 85'40'35" E 63.85' L52 S 61'49'55" E 46,78' L53 N 45'50'37' E 705.00' L54 N 18'3O'3I' W 1012.77' L55 N 21'29'10' E 394,74' L56 S 68'30'50" E 305.58' L57 N 21'42'45" E 185.82' L58 N 68'30'50 W 1332,08' L59 N 30'27'34' E 109,07' L60 N 45'17'48" W 800.49' L61 N 45'17'48" W 175.57' L62 N 58'2V02" W 92.41' GRAPHIC SCALE IN rm ) 1 -, = 400 It REZONING BOUNDARY PROPERTIES OF. GLAIZE DEVELOPMENTS, INC DEED BOOK 293, PAGE 442 DEED BOOK 896, PAGE 1819 INSTRUMENT #020016414 NSTRUMENT #040009128 SHAWNEE MAGISTERIAL DISTRICT FREDERICK COUNTY, ARGINIA SCALE: 1 = 400' DATE: NOVEMBER 24, 2015 PENNON' A33MLATES. PIC. Engineers S-r , Pia..- lord-p, A,,hA ,, 117 EW Pl Illy 3-, 511W 200 Wb'd-' Vko I l T 54OW72IN F 510.EB6,0493 WFFT 1 of I Crosspointe Discussion Frccicrick County Government Center June 15, 2016 1:30 p.m. Agencla — Discussion Items Discussion on the pros and cons of extinguishing the Tri-party agreement. Discussion regarding multi -use path along Taskcr meeting the needs of a sidewalk. Discussion on the demands that the Crosspointe cleveloper continues to make of VDOT. Page 1 of 2 12. Termination, Default and Remedies: a. If either Glaize or VDOT materially breaches any of the provisions set out in this Agreement, or fails to observe or perform any of their respective obligations hereunder that materially affect the non -defaulting Party's rights under this Agreement, any such breach or failure shall constitute an event of default, provided, however, that it shall not be such an event unless and until the non -defaulting Party has given the defaulting Party written notice specifying the nature of such breach or failure, and, within thirty (30) days after receipt of such notice, the defaulting Party fails to cure such breach or failure. Provided, further, however, that if such cure cannot be reasonably completed within the thirty (30) day period, then the 30-day period will be extended by up to sixty (60) additional days, so long as the defaulting Party diligently takes steps to cure the breach or failure, and keeps the non -defaulting Party promptly and fully informed about its progress it effectuating the cure. b. If an event of default by Glaize occurs, VDOT shall have the right to terminate this Agreement as of the expiration of the 30-day period (or applicable longer period) provided in subparagraph a. above. If VDOT elects to terminate this Agreement, VDOT shall have no further obligation or duty to Glaize. c. If an event of default by VDOT occurs, Glaize's sole remedy shall be to terminate this Agreement and upon any such termination by Glaize VDOT shall have no further obligation or duty to Glaize under this Agreement. d. In the event that this Agreement is terminated by either party prior to the completion of the Interchange Improvements, the Zoning Administrator's certification herein shall be deemed withdrawn, and Glaize's obligations under the Proffers shall remain in effect. i. Glaize will retain the obligation to construct those transportation improvements not otherwise a part of the VDOT Phase I Improvements as set forth herein, consistent with the requirements of the Proffers for Crosspointe, as they may currently provide or as they may hereafter be amended. A copy of the Proffers as approved in connection with Rezoning 13-03 is attached hereto and incorporated herein by reference. Page 2 of 2 Mike Ruddy From: Funkhouser, Rhonda (VDOT) <Rhonda.Funkhouser@VDOT.Virginia.gov> on behalf of Smith, Matthew, P.E. (VDOT) <Matthew.Smith@vdot.virginia.gov> Sent: Monday, December 21, 2015 1:38 PM To: Patrick Sowers Cc: John Bishop; Mike Ruddy; jcarr@glaize.net; Lineberry, Jeff, PE (VDOT); Short, Terry (VDOT) Subject: Crosspointe - Revised Proffer Statement - VDOT Comments 12.21.2015 Attachments: Revised Proffer Condition Amendment CLEAN December 2015 (P0609709-6).pdf; Comparison of Proffers November 20 Submission to December 15 Submission (P0610295).pdf; Comparison Original Proffers against December 15, 2015 (P0610296).pdf Patrick, VDOT has completed our review of the attached Amended Proffer Condition for the Crosspointe Center Project with the latest revision date of December 15, 2015. As presented, VDOT is satisfied and has no additional transportation related concerns with the Revised Proffer Condition Amendment for this development. Let me know if you have any questions or need any additional information. Thanks, Matthew B. Smith, P.E. Area Land Use Engineer VDOT - Land Development Clarke, Frederick, Shenandoah & Warren Counties 14031 Old Valley Pike Edinburg, VA 22824 Phone # (540) 984-5615 Fax # (540) 984-5607 From: Patrick Sowers [mailto:PSowers(a>Pennoni.com] Sent: Tuesday, December 15, 2015 3:15 PM To: Lineberry, Jeff, PE (VDOT); Smith, Matthew, P.E. (VDOT); Ingram, Lloyd (VDOT); Short, Terry (VDOT); Mike Ruddy, (mruddy fcva.us); John Bishop (jbishop@fcva.us); Rod Williams Cc: 'JP Carr'; 'John F. Callow (jcallow@kittelson.com)'; Ronald Mislowsky; Foote, John Subject: Crosspointe - Revised Proffer Statement Gentlemen, Thank you for taking the time to meet this morning to discuss the Crosspointe Proffer Amendment. I think the meeting proved very productive. We have made some minor additions/clarifications to the version of the proffers we reviewed together this morning, based on comments made at the meeting, and we have attached a revised proffer statement, dated today, that incorporates those changes. A summary of the changes made since our meeting this morning is as follows: 1) Added the language "and approval" to Proffer II.A.1.16 for the VDOT and County review of the traffic impact analysis required for more than 370,000 SF of commercial/retail floor area. 2) Clarified that the right of way dedication in Proffer II.A.2.a.iii to the northeastern project limits for Warrior Drive includes the portion north of Hoge Run to the northerneastern property boundary of tax map parcel 75-A-94. .,o 3) Revised Proffer II.A.3.a.iv.3 to use the term "Traffic Impact Analysis" in order to be consistent with the remainder of the proffer statement. Further, the heading of "Miscellaneous Transportation Improvements." at the end of that proffer has been moved to the next line as a header for subsequent proffers. 4) In Proffer XV, for the reservation area for government services, we replaced the language "in the general location shown on the Revised GDP" with "within the Phase I Commercial area." To aid in your review, attached are three versions of the revised proffer statement, including a clean copy, a redline version showing the changes made since the last submitted version of the proffers dated November 20, as well as a redline version showing changes made from the original proffers from 2004. We will submit a signed hard copy of the revised proffers to the County as well. If you have any questions or additional comments, please let us know. Thanks again, Patrick Patrick Sowers Senior Project Engineer Pennoni Associates Inc. 117 East Piccadilly Street, Suite 200 Winchester, VA 22601 Office 540-667-2139 I Direct 540-771-2091 http://www.pennoni.com I psowers(ftennoni.com Consulting Engineers providing... Environmental — Geotechnical — Inspection & Testing — Land Development — MEP Landscape Architecture — Structural — Survey — Transportation — Water/Wastewater — BIM 3) Revised Proffer II.A.3.a.iv.3 to use the term 'Traffic Impact Analysis" in order to be consistent with the remainder of the proffer statement. Further, the heading of "Miscellaneous Transportation Improvements." at the end of that proffer has been moved to the next line as a header for subsequent proffers. 4) In Proffer XV, for the reservation area for government services, we replaced the language "in the general location shown on the Revised GDP" with "within the Phase I Commercial area." To aid in your review, attached are three versions of the revised proffer statement, including a clean copy, a redline version showing the changes made since the last submitted version of the proffers dated November 20, as well as a redline version showing changes made from the original proffers from 2004. We will submit a signed hard copy of the revised proffers to the County as well. If you have any questions or additional comments, please let us know. Thanks again, Patrick Patrick Sowers Senior Project Engineer Pennoni Associates Inc. 117 East Piccadilly Street, Suite 200 Winchester, VA 22601 Office 540-667-2139 1 Direct 540-771-2091 http://www.pennoni.com I psowers(ftennoni.com Consulting Engineers providing... Environmental — Geotechnical — Inspection & Testing — Land Development — MEP Landscape Architecture — Structural— Survey— Transportation — WaterNWastowater — BIM Patrick Sowers From: Lineberry, Jeff, PE (VDOT)<Jeff.Lineberry@VDOT.Virginia.gov> Sent: Friday, December 11, 2015 2:13 PM To: Patrick Sowers Cc: Smith, Matthew, P.E. (VDOT); Short, Terry (VDOT);jbishop@fcva.us;jcarr@glaize.net; FunkhOUser, Rhonda (VDOT) Subject: RE: Crosspointe Proffer Amendment Submittal dated 11.25.2015 Listed below are VDOT's comments regarding the Crosspointe Proffer Amendment with Revision date of November 25, 2015, which was received in the Edinburg Residency Office on December- 1, 2015: 1. Page 4 of 12 — II. Phasing Provisions A. 1. a) (ii) - Footnote 3 needs to be clarified to indicate that the purpose of the footnote is to allow development to commence in the phase without placement of the final SUI•face course that could be damaged by construction traffic and not that the project is complete to the state that it is eligible to be accepted into the state highway system for maintenance. 2. Page 4 of 12 - II. Phasing Provisions A. 1. b) Remove the words on -site from the sentence "The Applicant Shall construct such on -site improvements," The TIA may suggest other improvements and the applicant will still have the option of whether they wish to perform improvements identified by any future TIA. 3. Page 5 — II. Phasing Provisions A. 2. a) (iii). — Rewrite the proffer as follows — "The Applicant shall design and construct the First two lanes of the four lane Route 37 facility, as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP); design and construct one three -lane bridge over Tasker Road (Point G); and design and construct a portion of the interchange at Warrior Drive (Point M) in accordance with VDOT's GS-1 design standards and the alignment study Currently being conducted by VDOT." Add footnote - "VDOT agrees that the Warrior Interchange Improvements include Only the COnStrUCtiOn Of necessary On and off ramps from Route 37 to Warrior Drive on the west side of the interchange and do not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. However, the Tri-Party agreement dated May 7, 2012 did indicate that "Glaize would amend the Crosspointe Master Development Plan ("MDP") to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the property. It the agreed that the two bridges over Warrior Drive do not provide a direct benefit to the Crosspointe Development and serve the future extension of Route 37 to Route 522. In a like manner, the construction of Tasker Road from H to J into the developer's land bay was not necessary for the public's relocation of Tasker Road to reconnect to I Iilandale Road (Points F to G to 1-1 to I) as part of the I-81 Exit 310 Improvement project." 1 4. Page 6 -- I I. PhasingProvisions A. 3. a) (iii). Rewrite the proffer as follows — "The g g ) Applicant shall design and construct the second two lanes of the four lane Route 37 facility, as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design; construct the second three - lane bridge over Tasker Road; and remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards and the alignment study currently being conducted by VDOT." Add footnote "VDOT agrees that the interchange improvements include only the construction of necessary on and off ramps fi-om Route 37 to Warrior Drive on the west side of the interchange and do not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. " 5. Page 6 — II. Phasing Provisions A. 3. C) — Need to add M to O fi-om Warrior Drive to the eastern property line as part of the right of way dedicated at no cost to the County. 6. Page 6 - II. Phasing Provisions B. — Add - "Future access to "G" may require improvements by the ceveloper as a result of 1). a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 square feet of commercial/retail gross leasable floor- area as outline in II. Phasing Provisions A. 1. b) of these provisions or 2). a VDOT initiated study is completed in accordance with the Federal Iighway Administrations (FI-IWA) requirements for approval of the Interchange Modification Request (IMR) on a recurring two year cycle that determines additional improvements need to be made to accommodate proposed development or limits the phased development until the roadway network of G to I -I to J to K to M to G on the Crosspointe Generalized Development Plan is complete in order to allow access at a partial Warrior Drive Interchange and allows the temporary Taslcer Ramps at Point G to be removed." Please advise if you have questions concerns. Thanks Jeff I am available by phone to discuss any questions or Jeffery A. Lineberry, P.E. Transportation and Land Use Director Virginia Department of Transportation - Staunton District 811 Commerce Road Staunton, Virginia 24401-9029 Phone: 540 332 -2265 Office Email: jeff.lineberry@VDOT.Virginia.gov PAI 0 0 Mike Ruddy From: John Bishop Sent: Friday, December 11, 2015 4:53 PM To: Lineberry, Jeff, PE (VDOT) Cc: JP Carr; Patrick Sowers; Srnith, Matthew, P.E. (VDOT); Short, Terry (VDOT); Funkhouser, Rhonda (VDOT); Mike Ruddy; Kris Tierney; Rod Williams Subject: Re: Crosspointe Proffer Amendment Submittal dated 11.25.2015 Attachments: irnage001 jpg I can make a room available. Thanks John On Dec 11, 2015, at 4:41 PM, Lineberry, Jeff, PE (VDOT) <Jeff.Lineberry@VDOT.Virginia.gov> wrote: I would be available at 11:00 a.m. next Tuesday and we can hold the meeting at John Bishop's office if that would work for everyone. Thanks Jeff Jeffery A. Lineberry, P.E. Transportation and Land Use Director Virginia Department of Transportation - Staunton District 811 Commerce Road Staunton, Virginia 24401-9029 Phone: 540 332 -2265 Office Email: Jeff.lineberry@VDOT.Virginia.gov From: JP Carr [mailto_jcarr glaize.net] Sent: Friday, December 11, 2015 4:34 PM To: Lineberry, Jeff, PE (VDOT); Patrick Sowers Cc: Smith, Matthew, P.E. (VDOT); Short, Terry (VDOT); jbishop@fcva.us; Funkhouser, Rhonda (VDOT) Subject: Re: Crosspointe Proffer Amendment Submittal dated 11.25,2015 Jeff: I appreciate the comments. At this point, some of the items below are fine, some of them require a discussion. In the meantime, we have gone ahead and submitted our application for rezoning, as currently drafted. We plan to process the comments and 1 integrate them into our proffer application after we've had a chance to discuss them with VDOT. Patrick mentioned you may have time to meet on Tuesday. Ron and I are available, but only after our EDA meeting that morning. It should be over around 9:00. Would you be available at 11:00? If not, please suggest another date/time. Regards, JP Carr From: "Lineberry, Jeff, PE (VDOT)" <Jeff.Lineberry@VDOT.Virginia.gov> Date: Friday, December 11, 2015 at 2:13 PM To: Patrick Sowers <PSowers@Pennoni.com> Cc: "Smith, Matthew, P.E. (VDOT)" <Matthew.Smith@vdot.virginia.gov>, "Short, Terry (VDOT)" <Terry.ShortJR@VDOT.Virginia.gov>, "ibishop@fcva.us" <ibishop@fcva.us>, JP Carr <icarr@glaize.net>, "Funkhouser, Rhonda (VDOT)" <Rhonda. Fun khouser@VDOT.Virginia.gov> Subject: RE: Crosspointe Proffer Amendment Submittal dated 11.25.2015 Listed below are VDOT's comments regarding the Crosspointe Proffer Amendment with Revision date of November 25, 2015, which was received in the Edinburg Residency Office on December 1, 2015: i. Page 4 of 12 — II. Phasing Provisions A. 1. a) (ii) - Footnote 3 needs to be clarified to indicate that the purpose of the footnote is to allow development to commence in the phase without placement of the final surface course that could be damaged by construction traffic and not that the project is complete to the state that it is eligible to be accepted into the state highway system for maintenance. 2. Page 4 of 12 - II. Phasing Provisions A. 1. b) Remove the words on -site from the sentence "The Applicant shall construct such on -site improvements," The TIA may suggest other improvements and the applicant will still have the option of whether they wish to perform improvements identified by any future TIA. 3. Page 5 — II. Phasing Provisions A. 2. a) (iii). — Rewrite the proffer as follows — "The Applicant shall design and construct the first two lanes of the four lane Route 37 facility, as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP); design and construct one three -lane bridge over Tasker Road (Point G); and design and construct a portion of the interchange at Warrior Drive (Point M) in accordance with VDOT's GS-1 design standards and the alignment study currently being conducted by VDOT." Add footnote - "VDOT agrees that the Warrior interchange improvements include only the construction of 0 0 necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange and do not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. However, the Tri-Party agreement dated May 7, 2012 did indicate that "Glaize would amend the Crosspointe Master Development Plan ("MDP") to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the property. It the agreed that the two bridges over Warrior Drive do not provide a direct benefit to the Crosspointe Development and serve the future extension of Route 37 to Route 522. In a like manner, the construction of Tasker Road from H to J into the developer's land bay was not necessary for the public's relocation of Tasker Road to reconnect to Hilandale Road (Points F to G to H to I) as part of the I-81 Exit 310 Improvement project." 4. Page 6 -- II. Phasing Provisions A. 3. a) (iii). Rewrite the proffer as follows — "The Applicant shall design and construct the second two lanes of the four lane Route 37 facility, as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design; construct the second three -lane bridge over Tasker Road; and remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards and the alignment study currently being conducted by VDOT." Add footnote "VDOT agrees that the interchange improvements include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange and do not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. " s. Page 6 — II. Phasing Provisions A. 3. C) — Need to add M to O from Warrior Drive to the eastern property line as part of the right of way dedicated at no cost to the County. 6. Page 6 - I1. Phasing Provisions B. — Add - "Future access to "G" may require improvements by the developer as a result of 1). a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 square feet of commercial/retail gross leasable floor area as outline in II. Phasing Provisions A. 1. b) of these provisions or 2). a VDOT initiated study is completed in accordance with the Federal Highway Administrations (FI-IWA) requirements for approval of the Interchange Modification Request (IMR) on a recurring two year cycle that determines additional improvements need to be made to accommodate proposed development or limits the phased development until the roadway network of G to I-1 to J to K to M to G on the Crosspointe Generalized Development Plan is complete in order to allow access at a partial Warrior Drive Interchange and allows the temporary Tasker Ramps at Point G to be removed." 3 Please advise if you have questions. I am available by phone to discuss any questions or concerns. Thanks Jeff Jeffery A. Lineberry, P.E. Transportation and Land Use Director Virginia Department of Transportation - Staunton District 811 Commerce Road Staunton, Virginia 24401-9029 Phone: 540 332 -2265 Office Email: jef£lineberry(a,VDOT.Virginia. gov From: Funkhouser, Rhonda (VDOT) Sent: Tuesday, December 01, 2015 2:43 PM To: Short, Terry (VDOT); Campbell, Adam (VDOT) Cc: Smith, Matthew, P.E. (VDOT); Ingram, Lloyd (VDOT) Subject: FW: Crosspointe Proffer Amendment Submittal dated 11.25.2015 For your review please. A paper copy is in the U.S. Mail to your attention. Logged as LandTrack I.D. 34-I-81-20151130-23825 Thank you. From: Patrick Sowers [mailto:PSowersCabPennoni.com] Sent: Tuesday, December 01, 2015 1:48 PM To: Funkhouser, Rhonda (VDOT) Subject: RE: Crosspointe Proffer Amendment Submittal dated 11.25.2015 Rhonda, Attached are PDF's of the revised Crosspointe materials submitted last week. I have attached the revised GDP and zoning boundary exhibit as separate PDF's. If you have any questions or need anything else, just let me know. Thanks! -Patrick Patrick Sowers Senior Project Engineer Pennoni Associates Inc. 117 East Piccadilly Street, Suite 200 Winchester, VA 22601 4 WALSH COLUCCI LU13ELEY & WALSH PC John 1-1. Foote (703) 680-4664 Ext. 5114 jfoote a thelandlawyers.com November 20, 2015 Mr. Michael Ruddy, AICP Frederick County Planning Director 107 North Kent Street Winchester, Virginia 22601 NOV 2 5 ?015 Re: Responses with respect to Agency Comments on the Crosspointe Proffer Condition Amendment Dear Mike: Enclosed please find the following revised application materials to be fled in connection with the above -referenced application. We here provide the Applicant's responses to the agency comments received to date. This is in conjunction with our letter to you of even date in which Glaize offers more general comments on what is proposed and why. As you will observe from the materials submitted, the Applicant has undertaken a substantial reorganization of the proffers to, it is hoped, make them easier to follow and understand, particularly as development phases relates to transportation improvements. We have also abandoned the former numbering system, which proved cumbersome when we married the Crosspointe development phases with corresponding transportation improvements. We are also submitted a revised General Development Plan, a revised set of proffers, and a redline of the revised proffers against the version submitted this past August with the initial application. As always, we are pleased to discuss this further with you. A170RNEYS AT LAW 703 680 4664 a WWW.TIIFLAN DLAWYERS.COht 4310 PRINCE WILLIAhl PARKWAY e SUITE 300 a WOODBRIDGE, VA 22192-5199 ARLINGTON 703 528 4700 3 LOUDOUN 703 737 3633 Mr. Michael Ruddy November 20, 2015 Page 2 STAFF COMMENT APPLICANT RESPONSE Public Works — August 17, 2015 1. Refer to Page 2 of 11, Generalized Acknowledged. A Revised GDP has been prepared Development Plan date: Provide this and resubmitted. office with a copy of the revised GDP after all agency comments have been incorporated. 2. Refer to Page 6 of I I, paragraph 13.1: Please see the revised Proffer Condition Amendment Indicate that the I-IOAs and POAs will where this has been clarified. be responsible for maintaining the stormwater management facilities relative to their locations. 3. Refer to Page 6 of 11, paragraph 14.2: A copy is provided with this response. Provide this office with a copy of the three (3) party agreement referenced in this paragraph. 4. Refer to Page 7 of 11, paragraph The boundaries of Frederick County's Urban 14.4.2: Based on our review orthe Development Area (UDA) and Sewer Water Service GDP, it appears that point "L" is Area (SWSA) follow Hoge Run. The Applicant has located on the property line. If that is sought a Comprehensive Plan Amendment on in fact the case, it would be necessary multiple occasions to include the portions of the site to construct a bridge to span Hoge Run north of the Run within the UDA and SWSA, but to access the properly line. If the the County has not supported those efforts. applicant does not design and Accordingly, the proffered limits of Crosspointe end construct Warrior Drive between "L" at Hoge Run, coincident with Point L. It will indeed and "M", it will not be possible to be necessary to span the Run in the fullness of time, develop Phase III. and the proffers as written contemplate that development of Crosspointe Phase III is dependent upon one of several preconditions. Once of these may indeed be construction of a bridge across Hoge Run, but the Applicant does not propose to build that bridge since it is not critical to the development of the Property and successful traffic management. 5. Refer to Page 7 of 11, paragraph Pursuant to the Three Party Agreement, there is no 14.4.3: The proffer statement requirement that the Applicant construct bridges at indicates that the applicant shall Point "M." The Applicant will be required to design and construct a two-lane construct bridges at Point "G" during Phases I1 and extension of Route 37 to Warrior III of'development. Drive without being required to construct bridges at Points "G" and The proffer amendment has therefore been revised "M". It may be possible to construct to clarify the intent of the original language to limit Mr. Michael Ruddy November 20, 2015 Page 3 this extension without a bridge at Point the requirement of bridge construction only when "M". However, it is doubtful that the necessary to serve Crosspointe, rather than on an Virginia Department of Transportation expedited schedule driven by off -site development. (VDOT) and Frederick County will This is in recognition of the fact that Crosspointe approve an extension design without a Boulevard (Route 37) must serve many masters. In bridge at Point "G". The applicant has addition to being the principal spine road for this already indicated that access to any development, it is the extension of Route 37, and development will be limited to points while the Applicant will most certainly cooperate "G" and "W. with and assist in the construction of a road that extends a significant portion of the state highway system, its obligations as a developer are to mitigate its own impact. 6. Refer to Page 8 of 11, paragraph 14.5: The current proffer only requires construction of The development of Phase III cannot Points M to N if the portion of Warrior Drive south commence without the applicant of Point N is built. The Applicant concurs. designing and constructing that portion of Warrior Drive from "M" to "N". 7. Refer to Page 9 of 11, paragraph 16.1: Proffer XV provides for a reservation of 9 acres for This paragraph indicates that nine (9) Frederick County government purposes. Use of this acres have been reserved within the area for Frederick County Government services Phase I development for the use of would be subject to a separate purchase and sale Frederick County Government agreement at a future date. services. The previous proffer indicated the nine (9) acres would be This is been altered because the reservation of land dedicated to Frederick County. in the original proffer statement has long since Indicate if the reserved nine (9) acres expired without acceptance by the County, and will be deeded to Frederick County cannot be required today. This is a replacement upon request or will Frederick County provision. be required to purchase the property at a future negotiated price. 8. Refer to GDP dated August 7, 2015: The note on the GDP has been revised to read Clarify the reference to future 37 "Future Route 37 Extension By Others". extension to "Warrior Road" by others. Winchester Regional Airport — August 21, 2015 1. The proposed Proffer Amendment for Acknowledged. Crosspointe Center review has been completed. While the site is within the airspace of the Winchester Regional Airport the proposed proffer amendment will not impact operations Mr. Michael Ruddy November 20, 2015 Page 4 at the Winchester Regional Airport. Frederick County Department of Parks & Recreation — August 24, 2015 1. The proposed proffer does not appear The proposed monetary proffers remain consistent to meet the monetary contributions with the analysis that underpins the existing necessary to satisfy the Parks and approved proffers. As there is no net increase in Recreation impacts of this residential units, (the total remaining at 1,578), there development. Parks and Recreation is no increase in impacts to Parks and Recreation recommends adjusting the monetary beyond those recognized and approved in 2004. The contributions proffer to meet current Applicant declines to increase its monetary proffers impact model standards. to current levels. Frederick County Sanitation Authority — August 14, 2015 1. The parcel is in the water and sanitary Acknowledged. sewer area served by the Authority. Based on the project's location both water and sanitary sewer service is available within a reasonable distance from the site. Sanitary sewer treatment capacity at the waste water treatment plant is also presently available. Sanitary sewer conveyance capacity and layout will be contingent on the applicant performing a technical analysis of the existing sanitary sewer system within the area to be served and the ability of the existing conveyance system to accept additional load. Likewise, water distribution capacity will require the applicant to perform a technical analysis of the existing system within the area to be served to determine available capacity of both the potable water system and the ability to provide fire protection. 2. Water and sanitary sewers are to be Acknowledged. constructed in accordance with the 1' CSA standards specifications. 0 Mr. Michael Ruddy November 20, 2015 Page 5 Dedicated easements may be requires and based on the layout vehicular access will need to be incorporated into the final design. All easements should be free from any encumbrance including permanent structures (fences, signs, etc.) and landscaping (trees, shrubs, etc.) Frederick County Fire Marshal — August 18, 2015 1. Plans approved Dire Marshal, Acknowledged. Frederick County VDOT — September 9, 2015 1. The proposed land use assembly as The proffers have been revised pursuant to extensive part of Phase 1 of the development discussions with both the County and VDOT as to will create a condition in which it will necessary studies required to assure acceptable be nearly impossible for either the Levels of Service at the critical Ramp/Tasker Department or the land owner to intersection, and other transportation improvements remove the temporary interchange at necessary during the course of the phasing of the Tasker Road (Location G). The Project. The long-term transportation plan for concentration of commercial property Crosspointe, as it has been addressed by the Three immediately adjacent to the temporary Party Agreement, includes the construction of a Tasker Road interchange would create single internal interchange at Warrior Road, some a condition such that the land owner distance from the 310 Interchange. This necessitates (or their successor) could debate that a "circuitous route" to serve commercial areas on the the removal of the temporary western portions of Crosspointe, under both the interchange would profoundly existing and proposed proffers. diminish the value/marketability of the commercial property. Further, the In an effort to expedite road improvements at proposed modification and assembly Crosspointe, the Applicant has modified the of residential property as part of the proposal to provide for a Phase I area with road Phase 1 phase of the development improvements consistent with the existing proffers would create a condition in which the for Phases I and II, to extend Tasker Road to land owner could debate that the Warrior Drive and then extend Warrior Drive from removal of the temporary Tasker Road that intersection to the location of the future Warrior interchange would create a condition Drive Interchange on Route 37 (Points "J" to "K" to in which large commercial property "M"). could only be served by a circuitous road through a residential setting. 2. The proposed shifting of land use The revised proffer limits commercial development categories and locations into Phase 1 within Phase I to 960,000 square feet, and residential Mr. Michael Ruddy November 20, 2015 Page 6 of the development is relying solely on development of 938 total dwelling units consistently the transportation improvements with the maximum commercial area that could be agreed to be performed by VDOT in constructed within Phase I under the existing, the Tri-party agreement dated May 7, proffers. This has been retained in the proffer 2012. A portion of the I-81 condition amendment, but the Applicant now Interchange improvements to be proposes a proffer that limits the issuance of completed were to be performed by occupancy permits for any of the Phase I Glaize Development Inc. as a part of development in excess of 370,000 ft.' of commercial their original proffer statement dated floor area until it has completed a Traffic Impact August 27, 2003 with revisions on Analysis for review by VDOT and the County, for October 22, 2003 and .January 23, the purpose of identifying improvements that may 2004. With the I-81 Exit 310 be necessary for the intersection of the Route 37 Interchange project, VDOT has ramps and Tasker Road. The Applicant understands fulfilled its "VDOT Obligations to the that this is acceptable to both VDOT and the Construction of the Interchange County. Improvements" as outlined under Item 2 of the Tri-party agreement, and has Furthermore, and notwithstanding anything in the incorporated all of the improvements Three Party Agreement to the contrary, Glaize has outlined in Item 2 a. into the scope of proffered to construct the road segment from Points the 1-81 Exit 310 project. I -I to J as part of its Phase I improvements. 3. It is requested that the obligations that The Applicant respectfully declines to do so. The Glaize identified under Item 3. Three Party Agreement is a separate contract that is Glaize's Obligations of the Tri-party to be interpreted and enforced as a contract. When agreement be incorporated into the contractual provisions are converted into proffered proposed proffer modification that is commitments, however, they are both substantially being suggested in order to honor the more difficult to amend, and may be enforced by the commitments that were made in the County (without regard to any other party) in May 7, 2012 Tri-party agreement. entirely different ways not contemplated or intended by the parties at the time of the Agreement. Such a process is not appropriate to the purposes underlying the Three Party Agreement. 4. VDOT does not agree that Glaize would enter into a scoping agreement with improvements associated with the I-81 VDOT and the County consistently with the terms of Exit 310 Interchange project, which the Three -Party Agreement, for future TIAs that covers many of the proffered may be required for Crosspointe. It would do so conditions originally proposed to be prior to development of the initial phase of constructed by the developer, allow Crosspointe. Moreover, as noted above, the the developer to move forward with all Applicant has agreed to a specific TIA with respect original or proposed Phase 1 to the function of the intersection of the temporary improvements. The Proffer Condition off ramps, and Tasker Road before certain Amendment states under Item 14.2 development occurs past 370,000 ft.' that "Accordingly, the Phase I road Mr. Michael Ruddy November 20, 2015 Page 7 improvements presently under The County has previously issued a binding construction by VDOT shall satisfy determination that the VDOT Phase I improvements the Phase 1 road improvements as satisfy Glaize's obligations for road improvements required under the original Proffer for its Phase I development and the proffers both Statement. Since the original traffic contemplate that, and have been modified to reflect impact statement that developed the agreement with VDOT and the County as to studies original proffers is over 12 years of the Ramp/Tasker intersection. old, an updated TIA needs to be scoped to re-evaluate how much of the original and/or modified Phase I development can be supported through the temporary connection of Route 37 and Tasker Road, Point "G" of the Generalized Development plan. Item 2 g of the Tri-party agreement states that "Glaize, VDOT and the County will enter into a "scoping: agreement for future TIAs prior to construction of the Crosspointe Phase 1 and such scoping agreement will identify the roads and intersections to be analyzed. The scoping agreement shall be used for all TIAs that may be required In connection with the development. VDOT has concerns that the proposed changes to the developers Phase 1 development plans cannot be supported by the temporary intersection of Route 37 and Tasker Road, point "G". The revised TIA needs to evaluate the proposed modifications to the Phase 1 development plan and the diminished amount of development that is proposed in Phase 2 and 3 to determine its impact on the rcgUircd phasing timefranle of improvements by the developer that were originally contemplated to be completed as a result of initiation of Phases 2 and 3 of the development. 5. Under item 14.3 of the Proffer The Three Party Agreement specifies the conditions Condition Amendment on page 7 of that will trigger removal of the temporary ramps at 11, it states that "Road entrances to Point "G". In addition, the Applicant is not required 0 0 Mr. Michael Ruddy November 20, 2015 Page 8 Route 37 through the property (Route to construct bridges at Point M (Route 37/Warrior 37 and formerly Crosspointe Road) pursuant to the Three Party Agreement, as Boulevard) shall be limited to two part of its Phase I. The Applicant will not be entrances at "G" and at "M" as shown constructing any bridge at Point M. on the Revised GDP. No other entrance or road connection to Route 37 shall be allowed without the express approval of the Frederick County and VDOT. It needs to be clarified that the connection with "G" is a temporary connection only to allow access until the improvements to be provided by the developer (construction of segment "G" to "M", including construction of Route 37 bridges at "G" and "M", and construction of western on and off ramps from Warrior Drive to Route 37 at "M" 6. VDOT disagrees with the provisions The proffer language has been revised to clarify The of item 14.4.3 of the Proffer Condition Applicant's obligations as set forth in the proffers Amendment. This is contradictory to more generally. Please note that this is now proffer the proposed improvements agreed to II(A)(3)(a)(ii) of the revised proffer statement. by Glaize as part of item 3. Glaize Obligations in the Tri-party agreement under items 3 a., 3 c., 3 d. and 3 i. Frederick County Public Schools — September 11, 2015 1. The change from 200 age -restricted The Applicant has proposed to modify this proffer to units to 200 possibly age restricted reflect the possibility that the marketplace would not units is noted. This could have an support age -restricted units when development of impact on FCPS of as many as 80 this portion of the residentially zoned land bays additional students. Eighty students actually occurs. It is equally possible that age - would increase our costs $927,000 restricted units would remain full development annually and necessitate a one-time economically feasible at that time, but development capital cost of $3,306,000. of Crosspointe will take many years. Because of the nature of the project, it will generate millions of dollars in positive revenue from the commercial elements that should amply offset any costs that might derive from additional school children. To ask the Applicant to commit to any proffer contribution under these circumstances does not appear warranted and the suggestion of payment of the Mr. Michael Ruddy November 20, 2015 Page 9 County of Frederick —Department of Planning and Development Michael T. Ruddy, AICP, Deputy Uirector September 18, 2015 General 1. This application should be processed as a rezoning, rather than a proffer amendment, given the proposed adjustments to acreages, and to the actual locations of the RP and 132 land bays. As always, a rezoning plat including a metes and bounds description of the rezoning should be provided. This plat should identify the current areas of RP and B2 zoning and the proposed location of the RP and B2 zoning. Land Use 1. The 2030 Comprehensive Plan and the Senseny/Castern Frederick Area Plan provided guidance on the future development of the property. The property is located within the ISA and SWSA. The 2030 Comprehensive flan identifies this properly with an Urban Center land use designation. This land use designation supports commercial and residential development. The Urban Center • asserted capital cost, would in all probability not be constitutionally sustainable. Indeed, in order to offset future public costs, the Applicant has increased the overall amount of potential commercial development. All proffer condition amendments are rezonings. The Applicant understands, however, that what is meant by this request is that additional documentation as to the proposed changes to the approved proffers, and suitable graphics be provided. This request is entirely reasonable. The metes and bounds of the application are unchanged from those submitted with the original rezoning. Notwithstanding this, the Applicant recognizes that there have been small changes in the zoning lines distinguishing the RP and B2 areas on the property and has therefore prepared a new plat depicting the revised locations of those zoning lines. This revised zoning plat is included as a part of the Revised General Development Plan. Acknowledged. 9 0 Mr. Michael Ruddy November 20, 2015 Page 10 designation is envisioned to be a more intensive, walkable urban area with a larger commercial core, higher densities, and designed around some form of public space or focal point, located in close proximity to major transportation infrastructure. In general, the proposed commercial and residential zoning for this property is consistent with the current land use supported by the Comprehensive Plan. It is recognized that the future land use would support a greater mixing and intensity of land uses, supported by a robust transportation network as is identified in the County's Road Plan, and as supported in the current zoning and approved proffers for the property. The original rezoning, Crosspointe, RZ#13-03, was consistent with the County's long range land use plan. This current request remains consistent with the approved rezoning from a land use perspective. Impact Analysis and Proffer Statements 1. The original proffer statement Additional graphics have been included with a included a GDP that included an revised GDP to accommodate this comment. overall GDP, Phase 1, GDP, Phase 2 GDP, Phase 3 GDP, and a Parks, Trails, and Buffer Exhibit. For clarity's sake, the Staff would suggest using this same approach for this application. The proposed Generalized Development Plan does not differentiate the proposed phasing of the project and the concurrent road improvements as clearly as in the original statement. 2. The amount of commercial land use that may be developed on the property Please see the continents with respect to modifications made to the proffers following has increased by 128,000 square feet, discussions with the County and VDOT as to the from 960,000 to 1,088,000 square feet. I performance of a Traffic Impact Analysis following Mr. Michael Ruddy November 20, 2015 Page 11 In addition, the location of the commercial land uses has been adjusted to predominately the western portion of the property, Please describe any additional impacts that this may cause, in particular, to the transportation improvements and improvements at G on the GDP. construction of 370,000 ft.2 of commercial development to assure appropriate Levels of Service at the critical intersection. 3. The current proffer statement directly Please see revised proffers, and comments above. ties the amount of development, the phasing of the land uses, to road improvements. Previously, the Applicant demonstrated that the transportation improvements would be completed with the appropriate amount of development. The proposed proffer statement does not clearly tie the land use to the needed transportation improvements. The questions of what is stopping the next phase of development from not touching or necessitating the necessary transportation improvements should be addressed. The application should link the land use to the transportation improvements to a greater extent. 4. An additional 240,000 square feet and Please see the previous comment. an additional 322 residential units are proposed in Phase 1. However, it has not been clearly demonstrated that transportation improvements will be in place to support this additional development. Coordination with VDOT and the County is important when analyzing the proposed land uses and land use phasing, with the improvements made by VDOT in fulfillment of the three -party agreement. In no way should Phase 1 land uses exceed the phase 1 transportation improvements currently under construction by VDOT without appropriate mechanisms in place in the proffer statement for additional n U Mr. Michael Ruddy November 20, 2015 Page 12 transportation improvements that would support the additional intensity of land uses. 5. The Stream Preservation Buffer Areas Clarification will be provided on the GDP, but this have been identified differently from has not changed. the approved rezoning and GDP. Please describe further how the proposed Stream Preservation Buffer Area will be addressed during the development of the property. 6. Particular attention should be paid to Trail locations are now depicted on the Revised the stream buffer area and potential GDP and include a link through the Camp Russell trail connectivity along the Opequon and Carysbrook park areas, as well as the stream Creek. This linear feature is supported preservation buffer. in the Senseny/Eastern Frederick Area Plan. 7. Any additional trails beyond those that Please see response to comment 6 above. The would be required by Ordinance Applicant has proposed to incorporate trails in the Should be included on the GDP and in area as planned for by the Comprehensive Plan. The the proffer statement. Those ordinances do not call for trails along Opequon pedestrian trails that were proposed Creek but are nonetheless provided. This will create above what would be required by an extensive trail system. Ordinance are shown on the current GDP. 8. The area identified as Historic Park in The park area identified on the GDP for the the western part of the property, north I-Iilandale House was approximately 5 acres before Of future Route37 has been modified VDOT acquired an estimated 3 acres of that and appears smaller than in the property for its Interchange work. The Applicant original GDP. How does this relate to declines to provide additional, valuable, the existing historic resources in this commercially planned and zoned property to replace location? In addition, the proffer states that which has been taken, but the existing proffers that a five acre preservation park shall permit the I-lilandale House to be employed "for immediately surround the I-lillandale such uses as may be deemed appropriate by the House. Is this consistent in size with Applicant." Adaptive re -use of the building would the adaptive reuse of the structure for a fall under this category and the revised proffer is commercial type use would appear to simply clarifying that position. Successful adaptive conflict with the preservation of the re -use of the facility does not require the dedication house and the preservation park area. of additional land, in order to be attractively and Please clarify this proffer change. effectively redeveloped. Beyond this, The Applicant believes that it is unclear what this comment seeks. 9. The reservation area for Frederick Section XV of the proffers provides for the Mr. Michael Ruddy November 20, 2015 Page 13 County Government Services was reservation of approximately 9 acres of land as previously proffered as a dedication of shown on the revised GDP for government services area for government services. As and provides for that reservation to be available for such, the dedication was clearly Iive years from the date of approval of the proffer triggered to occur within 90 days of condition amendment. the Boards written request to the Applicant, at no cost to the County. It is not clear how the property would be transferred to the County and what conditions would be attached to the transfer of the reserved property, especially, the cost. In addition, the proposed reservation is only for a period of five years. Such a sunset clause would not be desirable. An approach similar to the current proffer, With no sunset clause, would be preferable to the County. 10. Consideration should be given to The Applicant has modified the proposed advancing the monetary contributions amendment to shift the largest contribution to Phase proposed for Fire and Rescue as the I phases have been adjusted with a significant amount of development being front loaded in Phase 1. 11. The proposed residential land use Acknowledged. proffer would allow for a greater mix of residential units. It should be recognized that no specific mix has been proffered. 12. The revised land use proffer Please see earlier comments. The construction of addressing residential development additional commercial area is anticipated to offset would enable an additional 200 non- any of the additional impacts of residential age restricted housing units to be development. developed on the property. This has the potential of introducing additional impacts on the County should the age restricted units not be constructed in favor of non -age restricted units. 13. The value of the proffers aimed at Please see the preceding response. mitigating the impacts associated with the development of this property area the same as the original proffer statement for this project which was approved in 2003. It should be Mr. Michael Ruddy November 20, 2015 Page 14 recognized that the Development Impact Model projects a much higher amount in 2015. As proposed, the residential land use changes may allow an additional 200 residential units that are not age restricted, thus creating additional impacts on schools. 14. The first proffer under environment It has been removed. appears to be unnecessary as modified from the original proffer. 15. Also in l-nvlronment, the revised GDP This has been addressed with the Revised GDP. does not show the level of detail the original does in regards to parks, trails, and buffers. The current approach is preferred. 16. Please clarify why the escalation An escalation clause has been re -introduced. clause has been removed from the proffer statement. General Transportation Comments: 17. Future road construction "by others" is The Three Party Agreement is clear that these identified on the GDP and in the obligations are not the Applicant's responsibility, proffers in several locations. These and they were not its responsibility under the road construction segments are original rezoning. The Applicant remains obligated currently developer obligations from to construct its Phase II and III improvements as the approved rezoning for this before, but has no further obligations with respect to property. The application should Phase I except as shown in the amended proffers. identify those improvements that were previously identified developer obligations and address who, when, and how these transportation improvements will be completed. 18. The Three Party Agreement should be As noted above, the Applicant declines to more thoroughly integrated into the incorporate the Three Party Agreement or any of its proffer statement. terms into a proffer statement. 19. The proposed allowance to develop This would be the purpose of the completion of a additional commercial land uses, TIA at the times specified in the existing and beyond the proffered 1,088,000 square proposed proffers. feet upon the completion of a future TIA, should be carefully evaluated. No additional transportation improvements are proposed or specified and it has not been evaluated Mr. Michael Ruddy November 20, 2015 Page 15 what infrastructure would be needed to support the additional development. 20. Level of Service C, or better, is The proposed modifications to Crosspointe are promoted in the Comprehensive Plan focused primarily on the shifting of commercial uses to achieve an acceptable Level of between land bays. Ultimately, the roadway system Service on area roads and the overall serving the area will be an interconnected network transportation network. This should of major collector roadways with interchange access be demonstrated in this application. to a limited access Route 37. The Applicant With the original application, an recognizes the need to retain acceptable Levels of acceptable Level of Service had been Service principally at the intersection of the demonstrated as achieved and key temporary off ramps and Tasker Road. There is no elements and connections identified in basis upon which to conclude that the other this plan were provided through intersections will not equally function at appropriate proffers in a manner acceptable to the levels of service as site and subdivision planning Board of Supervisors. proceeds. 21. Roundabouts should be considered as This is a comment that will be addressed during site a priority preference for intersection and subdivision planning. The Applicant believes design internal to the development of that there are few potential intersections that would this property. be suitable for roundabout construction. John A. Bishop AICI', Deputy Director — Trans ortation September 18, 2015 1. Please clarify the expected change in Please see the attached information provided by Mr. trip generation between this and the Callow. previous proposal. This will aid in determining if an updated Traffic Impact Analysis will be required under Virginia Chapter 527. Right now, it appears the key difference is 128,000 square feet of commercial area. Depending upon the proposed use, this will likely meet the threshold at which a TIA would be required. 2. Significant reference is made to the A copy is provided, but for reasons stated above, the Three Party Agreement that was developer's obligations will not be proffered. executed in 2012. Por the sake of clarity and continuity, I would suggest that a copy of that agreement be included with all rezoning materials. In addition, I would suggest that whatever commitments were made by the applicant in that agreement now be included as proffers. E 0 Mr. Michael Ruddy November 20, 2015 Page 16 3. As we work to determine the traffic Please sec the comments above with respect to impacts, the phasing in the TIA from agreements reached with VDOT and the County as 2003 envisions a much spread out to transportation studies and development intensity of development than is being limitations. outlined in the current rezoning. The previous rezoning had commercial and residential in each phase of development and tied those phases to associated improvements. The current application has advanced the vast majority of the commercial, which produces most of your trips, into phase 1. VDOT is essentially building what were the Crosspointe Phase 1 proffers in the 2004 rezoning which does make previously approved Phase 1 items eligible to move forward. However, the trips being proposed to go through that area in this new application are much higher than In the previous rezoning. 4. Previously proffered section M to O This road segment has been removed because it is has been removed. unnecessary to the development of Crosspointe, and would therefore constitute the construction of an improvement the need for which is generated by public demand, and not by the development. Furthermore, the classification ol'Crosspointe has changed from a boulevard to a limited access highway, thus assuring materially greater costs for construction that would not themselves be justified by this development. The Applicant has, however, agreed to cooperate in this change, recognizing, as it must, that its principal spine road is a portion of new Route 37. 5. The completion of the previously The Three Party Agreement contemplated this and proffered Phase 1 items by VDOT has the Applicant believes that the purpose of been a significant benefit to the conditional zoning is impact mitigation related to a County as well as to the applicant. I development, and is not a separate means of public would suggest the applicant consider financing proffers that provide for other ways to offset impacts of their development Should VDOT or the County constructs other previously proffered Mr. Michael Ruddy November 20, 2015 Page 17 items. I would point out the Lutheran Home rezoning as an example of this. 6. Please clarify the intent to build the Please refer to the Three Party Agreement and see bridges at point G. The three party the response to previous comments. agreement notes that this will be done, but the proffer is less clear. 7. 1 would suggest that the proffers make That is addressed in the Three Party Agreement and clear that the Tasker interchange is need not be formalized in a proffer statement. The temporary. temporary nature of that interchange is a matter appropriately addressed with VDOT. 8. The proffers for K to L and M to N This is a comment that will be addressed during site have been modified to be more reliant and subdivision planning, and is acknowledged. The on when others perform their Applicant is aware that any road it constructs in segments. I would note that this may Crosspointe will need to satisfy VDOT standards not meet VDOT subdivision street both in as to design, and the requirements for its acceptance standards. acceptance into the state highway system. County Attorney — Sc tcmber 24, 2015 1. You have indicated that the total A metes and bounds description of the Property was rezoning area is 574.37+/- acres, to submitted in connection with the original rezoning include all of parcels 75-A-89,-89A,- of the property in 2004. As noted above, the 91,-92,-95, and -96 and a portion of Applicant will, however, provide a new metes and parcels 75-A-90 and-94. I recognize bounds description (that does not change from the that this is the same rezoning area original zoning). covered by the rezoning approved in 2004 and the County GIS records The Applicant recognizes that the zoning lines no show parcels 75-A-94 as split zoned, longer correspond to its proposed shift of uses with a portion of it remaining zoned within the approved project and that it will require RA (as to parcel 75-A-90, the records an adjustment of the zoning lines between the RP show it as split zoned between RP and and B2 areas within the project. A revised zoning B2, without any RA portion), but I am slap has been Submitted in connection with this unaware of any metes and bounds response. description that defines the limits of the 574.37+/- acre area. Along similar lines, while the Revised GDP shows the general areas to be designated as RP and B2, to ensure sufficient definiteness in the rezoning process, we are going to need metes and bounds descriptions of the specific zoning designations, especially where the zoning designations would not be 0 • Mr. Michael Ruddy November 20, 2015 Page 18 following existing property lines. Also in a further effort to avoid any ambiguity, some zoning designation would need to be shown for the park areas. 2. As a general terminology matter, I The amended Proffers have been revised. Upon note that the Proffer Statement review, it would appear that references to variously refers to the "Project" (see "development" would, in the proper circumstances, Proffer 1.2) and to the "development" be more appropriately "tile Project." (see Proffer 9). It seems that the references suggest the to the "Property". 3. Introductory paragraph 2 — The last The extraneous words have been removed. sentence contains the extraneous words "and shall include the A date for the Revised GDP will be inserted when a following:", which appear to be final version of the document, to be incorporated carried over from the 2004 Proffer into the Proffer Statement, has been thoroughly Statement. In the 2004 Proffer reviewed by the Staff and the Applicant and Statement, a list of GDP components finalized. followed; the words appear to be unnecessary now. Also the Proffer Statement needs to have the date of the Revised GDP filled in. 4. Proffer 1.2 — Staff should be aware The Applicant was, and remains, of the view that that the Proffer would allow the these detailed movements would be addressed at the additional commercial development time of site plan. upon a showing that the roads "in the The Applicant has no obligation under the existing Project" would continue to function at proffers, or pretty much in general, for roads outside an acceptable level of service; the of the Project. Proffer does not address the function of roads outside of "the project". 5. Proffers 2.2.2 and 2.2.3 — The This has been corrected in the revised proffer Proffers refer to the points in time at statement. which the commercial/retail space "has been constructed". It seems that the most appropriate reference would be to issuance of certificates of occupancy for such space. 6. Proffer 3.1 — Staff should be aware Acknowledged. that the Proffer does not actually limit any facades other than "standard concrete masonry block" for front facades of buildings. 7. Proffers 3.2 to 3.4 — The Proffers do This is as the original proffer was written and Mr. Michael Ruddy November 20, 2015 Page 19 not necessarily state well-defined modified to be consistent with the Master commitments. For instance, Proffer Development Plan as approved in 2012. 3.3 simply states that "a comprehensive sign plan shall be The Applicant wishes to discuss this further with the provided", but it does not define any Staff. standards required of such plan. Proffer 3.4 defers a subjective determination — what constitutes "a quality `boulevard' appearance" — to subsequent stages of a review process that is typically supposed to be more purely administrative. 8. Proffer 4.1 — The Proffer refers to The Applicant has removed the reference to Parks "Department of Parks and Recreation and Recreation and Frederick County Trail standards" and to "Frederick County Standards. The proffer has been amended for a 10' standards" for trail system. Staff may wide asphalt trail. See new proffer IV. need to confirm the existence of such standards. 9. Proffer 14.2, note 1 Proffer 14.2.2 These sections of the Proffer Statement have been of the 2004 Proffer Statement amended to reflect the Applicant's remaining indicated that the road segment from obligations following the completion of the VDOT "1431 to "J" would also be constructed Phase I improvements. as a Phase I item, as does Section 2.a.ii of the 2012 three -party agreement, yet note 1 to Proffer 14.2 of the Proffer Statement does not reference that segment as being constructed as a Phase I item (instead, Proffer 14.4.1 references this item"). Also, Proffer 14.2.5 of the 2004 Proffer Statement referenced segment "D" to "E" as a Phase I itern, which segment would appear to be part of the current Exit 310 project, but note 1 to Proffer 14.2 does not mention the segment. 10. Proffer 14.2 — Staff should be aware Acknowledged. This can be further discussed. that the Proffer does not place any limits on full left and right turn commercial entrances to warrior Drive between "M" and "K" (see Proffer 14.2.6 of the 2004 Proffer Statement) and to Tasker Road between "F" and "G" and between "IT' and "J" (see Proffer 14.2.7 of the 2004 Proffer Mr. Michael Ruddy November 20, 2015 Page 20 Statement). 11. Proffer 14.4.2 — The Proffer, which This is been revised to reflect that "I -I" should concerns Warrior Drive from "L" to actually be Point "L" at Hoge Run. The Applicant is "K" to "M", also then refers to the aware that the County has identified the property on Applicant not being required to the north side of Hoge Run as parkland in its construct a bridge across "l-I", but "I -I" comprehensive plan, thus substantially reducing the is not a part of that segment, so it is likelihood that there will be a road constructed to the unclear what is intended by the Run and any likelihood that the Applicant will be reference to any bridge at "IT'. required cross the Run. 12. Proffer 14.4.3 — Staff should be Acknowledged. aware that the language of the Proffer substantially limits the likelihood that the Applicant will construct the indicated bridges. 13. Proffer 14.5.3-The Proffer makes This is correct. Phase III is not likely to develop for development of the Phase III entirely many years. The Applicant therefore would not need contingent upon the Applicant's ability to construct roads from the north or south to connect to obtain certain concessions from to the Warrior Drive intersection absent the adjoining property owners. This could development of that Phase. It must be noted, have the effect of permzuiently however, that the proffer is so structured that Phase prohibiting development of the III could be initiated upon the submission of a Property beyond Phase II if the revised TIA with respect to that Phase, and without Applicant is unable to obtain such regard to the construction of any additional portions concessions. Also, item 1 refers to of Warrior Drive. These provisions are written in the point "O", which is not labeled on the disjunctive. revised GDP. Finally, item 3 is not properly worded. A TIA does not "provide justification" for transportation impacts; a TIA shows that the impacts of particular development either do or do not identify a need for completion of certain improvements. 14. Proffer 14.6 — Staff should be aware Acknowledged. that the Proffer does not provide for the dedication of the indicated Route 37 right-of-way. The only Route 37 right-of-way provided for by the Proffer Statement is that in Proffers 14.4.3 and 14.5.2. 15. Proffer 15 — The Proffer does not The Proffers have been amended to indicate that the address ownership and maintenance of park areas would be offered to the County, should it the identified "parks". If these are wish to take ownership of them, but if not, they ' r 1 9 0 Mr. Michael Ruddy November 20, 2015 Page 21 intended to be "common open space would be owned and maintained by appropriate areas not otherwise dedicated to public homeowners' or property owners' associations. use", within the meaning of the provisions concerning owners' associations in Proffer 11, then the Proffer might best state this. 16. Proffer 15.3 — The two -acre The Carysbrook Redoubt area is included in the area preservation park surrounding the south of the Future Route 37, but was not separately Carysbrook Redoubt Area is not called out. This has been rectified on the Revised shown on the revised GDP. GDP. 17. Proffer 16.1 — Staff should be aware The County did not take benefit of land made that, with respect to reserved available for government services as provided in the government services area, the Proffer original proffer statement, and the Applicant is only for the reservation of such an understands that the need expressed for the property area and not the dedication of such an in 2004 no longer exists. The proffer has been area and therefore may be a little or no amended, however, to provide for an additional economic value. reservation of property for five years for a governmental services facility. 18. Staff should be aware that the Proffer An escalator clause has been reintroduced. Statement does not contain an escalator clause (see Proffer 17.1 of the 2004 Proffer Statement"). Thank you very much for your kind attention to this. Very truly yours, WALSI , QQLUCCI, LUQ AI,E & WALSH, P.C. JIl cc: yy� WALSH COLUCCI LUBELEY & WALSH PC John 1-1. Foote (703) 680-4664 Ext. 5114 j foote C theland I awyers.com Fax: (703) 680-2161 November 5, 2015 Mr. Michael Ruddy, AICP Frederick County Planning Director 107 North Kent Street Winchester, Virginia 22601 Re: Overview of Significant Elements of the Proposed Amendments to the Crosspointe Proffers. Dear Mike: As you know, Glaize Development has Submitted a proposed proffer condition amendment with respect to the Crosspointe project. Discussions with the staff, and with VDOT have led us think that the proposal has appeared unnecessarily complex. In Glaize's view the changes that are proposed are quite Small when compared with the approved proffers under which Crosspointe could develop today. The present application has been submitted because several things have happened since the original rezoning in 2003 that militate in favor of modification Of that approval. Perhaps most fundamentally, the only Substantive changes that are proposed in this application are the relocation of commercial uses (that could otherwise have been built On the already approved road network) and all increase of 128,000 square feet of additional commercial floor area that will not be developed for many years yet to come. There is also now the potential for development Of 200 market rate homes, rather than that number of age -restricted homes. Glaize believes that the nature Of those units Should be dictated by the market when construction Of the project commences.I 1 As we reviewed the original proffer statement, together with the proposed changes, it has also seemed apparent that the proffers could be reorganized to be much more readily understood, and the most recent Submission attempts this. ATTORNEYS AT LAW 703 680 4664 1 WWW.THELANDLAWYERS.COM 4310 PRINCE WILLIAM PARKWAY a SUITE 300 a WOODBRIDGE, VA 22192.5199 ARLINGTON 703 528 4700 a LOUDOUN 703 737 3633 • • Mr. Michael Ruddy November 5, 2015 Page 2 Together with the VDOT highway construction presently underway, it has been eleven years since the original rezoning was approved, and the country has undergone the Great Recession. As the economy has emerged from the dramatic downturn, it has become increasingly apparent to Glaize that the original location of some portion of the commercial land areas is too far from essential access and visibility from Interstate 81 and Route 37. Economic prudence suggests that what are essentially small changes should be made to the layout of uses that could otherwise have been built without further analysis. I have been asked to make several further observations. 1. As we all are pleasantly aware, VDOT is building major improvements to the intersection at Route 37 and Interstate 81. A number of years ago the Department approached Glaize and sought its cooperation, to include the cost-free°dedication of necessary rights -of -way. These discussions led to the execution of the Three Party Agreement dated May 7, 2012, between Glaize and VDOT. That Agreement reflects that VDOT's Phase I impr6,k r6ments constitute completion of Glaize's proffered Phase I roadlrequirenients. (Both parties reference "phasing" of their plans and this can get confusing, but tfie)essence of the Agreement is that the roadwork under construction will support Glaize's Phase I development as it was approved in the original proffers). The County's Zoning Administrator signed`that. agreement evidencing the County's binding concurrence that Glaize's iflitfally proffered road, construction obligations were fulfilled by VDOT's work. We emphasize that.:whether the commercial -remains `where it is shown on the existing Generalized Development Plan,�,oi 'moved closer; to the Interstate, the same traffic flow occurs on the same roads and in the same pattern as originally contemplated and approved. 2. There is, we,believ'e, a_inisunderstand'ing in some quarters of what the original proffers authorize Glaize to burld�in its developm ent Phases. Under those proffers Glaize may construct as much as 960 000 ft.2'.of commercial/retail gross leasable square feet, and 616 homes in its first development Phase, and emplo..ying the proffered Phase I road improvements (now under colfistruction). The reasoning behind this at the time of approval of the original rezoning was that the; commercial development would amply offset the cost impact of the residential development;-aiid thus it is th'6Tesidential development that is subject to the various triggers set forth in those proffers, and not -'the commercial. a Glaize is much troubled that although the Three Party Agreement specifically identifies the road segments that VDOT agreed to construct as part of its Phase I, the satisfying Glaize's Phase I road improvement requirements, the VDOT failed to include the road segment between Points H and J. As a result, Glaize has now been required to proffer that segment and to absorb the cost of work that VDOT had agreed to do, but has not. • s Mi.. Michael Ruddy November 5, 2015 Page 3 3. There also seems to be confusion over the timing of any Traffic Impact Analysis that Glaize may be required to complete. The original proffers are silent as to the performance of any TIA. The Three Party Agreement, however, says that VDOT agrees that for the purposes of future TIAs that may be required for Crosspointe, Glaize shall have no further responsibility for improvements to the 310 Interchange. Glaize, VDOT and the Count)' will enter a "scopin " agreement for future TIAs prior to construction of the Crosspointe Phase I and such scoping agreement will identify the roads and intersectioils to be analyzed. This scoping agreement shall be used for all TIAs that may be required in connection with the development. Any impacts identified outside the project limits shall 'be the responsibility of others. Three Party Agreement, Paragraph 2 (g) (emphasis supplied). We understand that there may now be a request that it TIA be performed before the proffer condition amendment is considered by the Board. But the entire structure of the Three Party Agreement, and the original proffers, is that studies will be done when actual cevelopment is to commence, and the real world modeled. The proposed changes set out in the present proffer condition amendment, given the overall scope of the originally approved project, are insufficiently large to materially change the nature of this obligation. It is Glaize's position that no present TIA could provide any revealing information relevant to the consideration of this proffer concition amendment, but that it must scope the necessary work, and perform the necessary analyses in conjunction with the actual development of the property. The needs giving rise to this agreement have not changed, and Glaize has already instructed Mr. Callow to work Oil such a scoping. 4. Finally, we know that there has been discussion, principally with VDOT, as to the removal of the temporary ramps at Routc 37 and Tasker Road. This, too, is a conditional requirement, and is addressed in the Three Party Agreement which says in pertinent part that Glaize shall remove the interim off -ramps at Tasker Road and Route 37 within two months following the date when (a) a Traffic Impact`Analysis ("TIA") is approved the demonstrates they are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe after completion of the western half of the interchange at Warrior Drive, or (b) when an off -site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either case (c) the development of Crosspointe has commenced.... 0 • Mr. Michael Ruddy November 5, 2015 Page 4 Three Party Agreement, Paragraph 3 (d). Thus, the Agreement provides that those ramps will remain in place until the earlier of a TIA that shows they are not needed to accommodate movement of traffic within the development, and when the western portion of the Warrior Drive interchange has been built. They are to be removed no sooner than the point at which the full Warrior Interchange is constructed, in substantial measure because there would otherwise be no means of access to any of the Crosspointe development until the preconditions to the removal have been satisfied. Furthermore, earlier removal of the Tasker ramps without cons tr�uctioiof Warrior and the road loop back to Tasker Road would leave the residents of Stephen's City -south of Crosspointe without access to the 310 Interchange. Where Glaize has proposed changes from the. 2003 proffers in these proposed` amended proffers, there have been offsetting measures included to address these changes. The impact of the additional 322 single family units that have been shifted into Phase I-B are purposefully offset by an increase in the minimum amount of commercial in -Phase I -A. To address VDOT's concern about the postponement of the extension of Tasker an,d-Warrior, Glaize has proposed extending the road segment identified as H,J-K .M (Tasker to Warrior to' Future 37, including the H-J segment promised by VDOT but not being b'lt):before any work'in Phase I-B. The majority of "other" changes to the proffers reflects chi rige's'to,the,project because of interchange improvements (essentially,._ iMeiilargement), a6d"Ipther items addressed in the Three Party Agreement. We respectfully"request that the staff keep this;iiiformation in mind as it reviews a revised GDP and proffer statement: 4: Thank you vei y mu,ch for your kind attention to this. Very truly yours, WALSH, COLUCCI, LUBELEY & WALSH, P.C. y John H. Foote JHF/jf Mr. Michael Ruddy November 5, 2015 Page 5 cc: J. P. Carr Patrick Sowers Ron Mislowsky John Callow f 1 • 40 Office 540-667-2139 1 Direct 540-771-2091 ` http://www.pennoni.com I psowers(ipennon i.com Consulting Engineers providing... Environmental — Geotechnical — Inspection & Testing — Land Development — MEP Landscape Architecture — Structural— Survey— Transportation — Water/Wastewater— BIM From: Funkhouser, Rhonda (VDOT)(mailto:Rhonda. Funkhouser@VDOT.Vir iq nia.gov] Sent: Monday, November 30, 2015 11:23 AM To: Patrick Sowers Subject: Crosspointe Proffer Amendment Submittal dated 11.25.2015 Patrick, Do you have this information in PDF's that you could email me? Thanks, Rhonda Rhonda Funkhouser VDOT / Administrative Assistant to Land Development Clarke, Frederick, Shenandoah & Warren Counties Edinburg Residency Office 14031 Old Valley Pike Edinburg, VA 22824 Phone #540.984.5602 Fax #540.984.5607 Email: Rhondo. Funkhouser(a)vdot.virgin io.gov <image001.jpg> 5 • 0 September 24, 2015 COUNTY of FREDERICK Roderick B. Williams County Attorney 540/722-8383 Fax 540/667-0370 E-mail: rwillia@co.frederick.va.us VIA E-MAIL — PSowers(i�Pennoni.com — AND REGULAR MAIL Mr. Patrick Sowers Pennoni Associates Inc. 117 East Piccadilly Street, Suite 200 Winchester, Virginia 22601 Re: Rezoning Application — Crosspointe Center Tax Parcel Numbers 75-A-89, -89A, -90 (part), -91, -92, -94 (part), -95, and -96, consisting of 573.37i acres (the "Property") Proposed Proffer Statement dated August 7, 2015 Dear Patrick: You have submitted to Frederick County for review the above -referenced proposed proffer statement (the "Proffer Statement") for the proposed rezoning of the Property, in the Shawnee Magisterial District, from the RP (Residential Performance) and B2 (General Business) Zoning Districts, with proffers (2004 Proffer Statement), to the RP (Residential Performance) Zoning District and B2 (General Business) Zoning Districts, with revised proffers. I have now reviewed the 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, subjoct 10 the following corrin"renis: You have indicated that the total rezoning area is 574.37i acres, to include all of parcels 75-A-89, -89A, -91, -92, -95, and -96 and a portion of parcels 75-A-90 and -94. I recognize that this is the same rezoning area covered by the rezoning approved in 2004 and that County GIS records show parcel 75-A-94 as split zoned, with a portion of it remaining zoned RA (as to parcel 75-A-90, the records show it as split zoned between RP and B2, without any RA portion), but I am unaware of any metes and bounds description that defines the limits of the 574.37± acre area. Along similar lines, while the Revised GDP shows the general areas to be designated as RP and B2, to ensure sufficient definiteness in the rezoning process, we are going to need metes and bounds descriptions of the 107 North Kent Street • Winchester, Virginia 22601 4F 40 Mr. Patrick Sowers September 24, 2015 Page 2 specific zoning designations, especially where zoning designations would not be following existing property lines. Also, in a further effort to avoid any ambiguity, some zoning designation would need to be shown for the park areas. • As a general terminology matter, I note that the Proffer Statement variously refers to the "Project" (see Proffer 1.2) and to the "development" (see Proffer 9). It seems that the references should just be to the "Property". • Introductory paragraph 2 — The last sentence contains the extraneous words "and shall include the following:", which appear to be carried over from the 2004 Proffer Statement. In the 2004 Proffer Statement, a list of GDP components followed; the words appear to be unnecessary now. Also, the Proffer Statement iWeds tG have flee date of (he Revised GDP fiiled in. • Proffer 1.2 — Staff should be aware that the Proffer would allow the additional commercial development upon a showing that the roads "in the Project" would continue to function at an acceptable level of service; the Proffer does not address the function of roads outside of "the Project". • Proffers 2.2.2 and 2.2.3 — The Proffers refer to the points in time at which the commercial/retail space "has been constructed". It seems that the most appropriate reference would be to issuance of certificates of occupancy for such space. • Proffer 3.1 — Staff should be aware that the Proffer does not actually limit any facades other than "standard concrete masonry block" for front facades of buildings. • Proffers 3.2 to 3.4 — The Proffers do not necessarily state well-defined commitments. For instance, Proffer 3.3 simply states that "a comprehensive sign plan shall be provided", but it does not define any standards required of such plan. Proffer 3.4 defers a subjective determination — what constitutes "a quality `boulevard' appearance" — to a subsequent stages of a review process that are typically Supposed to be more purely administrative. • Proffer 4.1 — The Proffer refers to "Department of Parks and Recreation standards" and to "Frederick County standards" for trail system. Staff may need to confirm the existence of such standards. • Proffer 14.2, note 1 — Proffer 14.2.2 of the 2004 Proffer Statement indicated that the road segment from "H" to "J" would also be constructed as a Phase I item, as does Section 2.a.ii. of the 2012 three -party agreement, yet note 1 to Proffer 14.2 of the Proffer Statement does not reference that segment as being constructed as a Phase I item (instead, Proffer 14.4.1 references this item). Also, Proffer 14.2.5 of the 2004 Proffer Statement referenced segment "D" to "E" as a Phase I item, Mr. Patrick Sowers September 24, 2015 Page 3 which segment would appear to be part of the current Exit 310 project, but note 1 to Proffer 14.2 does not mention this segment. • Proffer 14.2 — Staff should be aware that the Proffer does not place any limits on full left and right turn commercial entrances to Warrior Drive between "M" and "K" (see Proffer 14.2.6 of the 2004 Proffer Statement) and to Tasker Road between "F" and "G" and between "I I" and " J" (see Proffer 14.2.7 of the 2004 Proffer Statement). • Proffer 14.4.2 — The Proffer, which concerns Warrior Drive from "L" to "K" to "M", also then refers to the Applicant not being required to construct a bridge across "I -I", but "H" is not a part of that segment, so it is unclear what is intended by the rc."Orence to any bfid,, e at "I-i' . • Proffer 14.4.3 — Staff should be aware that the language of the Proffer substantially limits the likelihood that the Applicant will construct the indicated bridges. • Proffer 14.5.3 — The Proffer makes development of the Phase III entirely contingent upon the Applicant's ability obtain certain concessions from adjoining property owners. This could have the effect of permanently prohibiting development of the Property beyond Phase II if the Applicant is unable to obtain such concessions. Also, item 1 refers to point "O", which is not labeled on the Revised GDP. Finally, item 3 is not properly worded. A TIA does not "provide justification" for transportation impacts; a TIA shows that the impacts of particular development either do or do not identify a need for completion of certain improvements. • Proffer 14.6 — Staff should be aware that the Proffer does not provide for the dedication of the indicated Route 37 right-of-way. The only Route -37 right-of- way provided for by the Proffer Statement is that in Proffers 14.4.3 and 14.5.2. • Proffer 15 — The Proffer does not address ownership and maintenance of the identified "parks". If these are :ntended to be "coriltnorr open space areas not otherwise dedicated to public use", within the meaning of the provisions concerning owners' associations in Proffer 11, then the Proffer might best state this. • Proffer 15.3 — The two -acre preservation park surrounding t11e Carysbrook Redoubt area is not shown on the Revised GDP. • Proffer 16.1 — Staff should be aware that, with respect to reserved government services area, the Proffer is only for the reservation of such an area and not the dedication of such an area and therefore may be of little or no economic value. Mr. Patrick Sowers September 24, 2015 Page 4 • Staff should be aware that the Proffer Statement does not contain an escalator clause (see Proffer 17.1 of the 2004 Proffer Statement). I have not reviewed the substance of the proffers as to whether the proffers are suitable and appropriate for this specific development, as my understanding is that that review will be done by staff and the Planning Commission. Si Roder6Yc B. Will County Attorney cc: Michael T. Ruddy, AICP, Deputy Planning Director (via e-mail) r • COUNTY of FREDERICK Department of Public Works 540/665-5643 FAX: 540/ 678-0682 Patrick Sowers Pennoni Associates, Inc. 117 C. Piccadilly Street, Suite 200 Winchester, Virginia 22601. August 17, 2015 RC: Revised Proffer Statement for Crosspointe Center Frederick County, Virginia Dear Mr. Sowers: We have completed our review of the revised proffer statement for the Crosspointe Center Project and offer the following comments: 1. Refer to Page 2 of 11, Generalized Development Plan date: Provide this office with a copy of the revised GDP after all agency comments have been incorporated. 2. Refer to Page 6 of 11, paragraph 13.1: Indicate that the I-IOAs and POAs will be responsible for maintaining the stornlwater nlanagenlent facilities relative to their locations. 3. Refer to Page 6 of 11, paragraph 14.2: Provide this office with a copy of the three (3) party agreement referenced in this paragraph. 4. Refer to Page 7 of 11, paragraph 14.4.2: Based on our review of the GDP, it appears that point "L" is located on the properly line. If that is in fact the case, it would be necessary to construct a bridge to span I-logue Run to access the property line. If the applicant does not design and construct Warrior Drive between "L" and "M", it will not be possible to develop Phase III. Refer to Page 7 of 11, paragraph 14.4.3: The proffer statement indicates that the applicant shall design and Construct a two-lane extension of Route 37 to Warrior Drive 107 North Kent Street, Second Floor, Suite 200 • Wlnchestel', Virginia 22601-5000 Revised Proffer Statement for Crosspointe Center Page 2 August 17, 2015 without being required to construct bridges at Points "G" and "M". It may be possible to construct this extension without a bridge at Point "M". However, it is doubtful that the Virginia Department of Transportation (VDOT) and Frederick County will approve an extension design without a bridge at Point "G". The applicant has already indicated that access to any development will be limited to points "G" and "M". 6. Refer to Page 8 of 11, paragraph 14.5: The development of Phase III cannot commence without the applicant designing and constructing that portion of Warrior Drive from "M" to "N". 7. Refer to Page 9 of 11, paragraph 16.1 : This paragraph Indicates that nine (9) acres have been reserved within the Phase I development for the use of Frederick County Government services. The previous proffer indicated the nine (9) acres would be dedicated to Frederick County. Indicate if the reserved nine (9) acres will be deeded to Frederick County upon request or will Frederick County be required to purchase the property at a future negotiated price. 8. Refer to GDP dated August 7, 2015: Clarify the reference to future 37 extension to "Warrior Road" by others. I can be reached at 540-722-8214 if'you should have any questions regarding the above comments. Sincerely, 4-WZE. t�� Harvey C. Strawsnydcr, Jr., P.C. Director of Public Works FI CS/rls cc: Planning and Development file U:\Rhonda"I*E�NIPCO,NI,NII-NI'S\(.ROSSI'OIN'1'1'; CEIN EIR RI?V 1'RO1 S'rA'1'P.�11?N'1' CO�l.doc `4��JNSY SpNITq�O41, • • Post Office Box 1877 Winchester Virginia 22604-8377 August 14, 2015 FREDERICK COUNTY SANITATION AUTHORITY Mr. Patrick Sowers Pennoni Associates, Inc. 1 17 E. Piccadilly Street, Suite 200 Winchester, Virginia 22601 I'll— (540)868-1061 Fax — (540)868-1429 www.fcsa-water.com Ref.: Rezoning Plan Comments, Proffer Amendments Crosspointe Center Tax Map # 75-A-89, 89A, 91, 92, 95,96 & 75-A-90 and 75-A-94 Dear Sir: Ihve E. 1Veindel, P.E. Engineer-Direclor Per your request, a review of the proposed amended proffer statement has been performed. The Frederick County Sanitation Authority offers comments limited to the anticipated impact/effect upon the Authority's public water and sanitary sewer system and the demands thereon. The parcel is in the water and sanitary sewer area served by the Authority. Based on the project's location both water and sanitary sewer service is available within a reasonable distance from the site. Sanitary sewer treatment capacity at the waste water treatment plant is also presently available. Sanitary sewer conveyance capacity and layout will be contingent on the applicant performing a technical analysis of the existing sanitary sewer system within the area to be served and the ability of the existing conveyance system to accept additional load. Likewise, water distribution capacity will require the applicant to perform a technical analysis of the existing system within the area to be served to determine available capacity of both the potable water system and the ability to provide fire protection. Water and sanitary sewers are to be constructed in accordance with the FCSA standards specifications. Dedicated easements may be requires and based on the layout vehicular access will need to be incorporated into the final design. All easements should be free from any encumbrance including permanent structures (fences, signs, etc.) and landscaping (trees, shrubs, etc.). Please be aware that the Authority does not review or continent upon proffers and/or conditions proposed or submitted by the applicant in support of or in conjunction with this plan, nor does the Authority assume or undertake any responsibility to review or comment upon any further amended proffers and/or conditions which the Applicant may hereafter provide to Frederick County. Thank you; Uwe E. Weindel, PE Engineer -Director \VATER's N1'ORTI I IT 0 0 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Pax: 540/665-6395 TO: Patrick Sowers Pennoni Associates, Inc. FROM: Michael T. Ruddy, AICP Deputy Director RE: Rezoning Comments: Crosspointe Center Rezoning. East of I-81, Exit 310; PIN's 75-A-89, 89A, 91, 92, 95 and 96 and a portion of 75-A-90 and 94, totaling 574.37 acres. DATE: September 18, 2015 The following comments are offered regarding the Crosspointe Center Rezoning Application. This is a request for a proffer amendment to approved rezoning #RZ 13-03 Nvhich rezoned 574.37 acres to a combination of RP (Residential Performance) and B2 (Business General) zoning with Proffers. The review is generally based upon the proffer statement dated August 7, 2015. An Impact Analysis Statement was not provided with this initial submission. One should be provided to identify the changes in this application fi•om the approved rezoning, and so any changes in the impacts between the applications can be appropriately evaluated by the reviewing agencies, and more importantly, the Planning Commission, and Board of Supervisors. Prior to formal submission to the County, please ensure that these comments and all review agency comments are adequately addressed. At a minimum, a letter describing how each of the agencies and their comments have been addressed should be included as part of the submission. General 1) This application should be processed as a rezoning, rather than a proffer amendment, given the proposed adjustments to acreages, and to the actual locations of the RP and B2 land bays. As always, a rezoning plat including a metes and bounds description of the rezoning should be provided. This plat should identify the current areas of RP and B2 zoning and the proposed location of the RP and B2 zoning. 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 Crosspointe Center Rezoning. September 18, 2015 Page 2 Land Use 1) The 2030 Comprehensive Plan and the Senscny/Eastern Frederick Area Plan provide guidance on the future development of the property. The property is located within the UDA and SWSA. The 2030 Comprehensive Plan identifies this property identifies this property with an Urban Center land use designation. This land use designation supports commercial and residential development. The Urban Center designation is envisioned to be a more intensive, walkable urban area Nvith a larger commercial core, higher densities, and designed around some form of public space or focal point, located in close • proximity to major transportation infi-astructurc. In general, the proposed commercial and residential zoning for this property is consistent with the current land use supported by the Comprehensive Plan. It is recognized that the future land use would support a greater mixing and intensity of land uses, supported by a robust transportation network as is identified in the County's Road Plan, and as supported in the current zoning and approved proffers for the property. The original rezoning, Crosspointe, RZ#13-03, was consistent with the County's long range land use plan. This current request remains consistent with the approved rezoning from a land use perspective. Impact Analysis and Proffer Statements. As noted, an Impact Analysis should be prepared for this rezoning application that addresses the impacts associated with, among other things, the increased intensity of the project, the relocation of the various commercial and residential land bays, and the proposed modification of the developer obligated transportation improvements. Please address the following items from the revised Proffer Statement prepared for this Application. 1) The original proffer statement included a GDP that included an overall GDP, Phase 1, GDP, Phase 2 GDP, Phase 3 GDP, and a Parks, Trails, and Buffer Exhibit. For clarity's sake, Staff would suggest using this same approach for this application. The proposed Generalized Development Plan does not differentiate the proposed phasing of the project and the concurrent road improvements as clearly as in the original statement. 2) The arnount of commercial land use that may be developed on the property has increased by 128,000 square feet, fi-om 960,000 to 1,088,000 square feet. In addition, the location of the commercial land uses has been adjusted to predominately the western portion of the property. Please describe any additional 0 • Crosspointe Center Rezoning. September 18, 2015 Page 3 impacts that this may cause, in particular, to the transportation improvements and improvements at G on the GDP. 3) The current proffer statement directly ties the amount of development, the phasing of the land uses, to road improvements. Previously, the Applicant demonstrated that the transportation improvements would be completed with the appropriate amount of development. The proposed proffer statement does not clearly tie the land use to the needed transportation improvements. The question of what is stopping the next phase of development from not touching or necessitating the necessary transportation improvements should be addressed. The application should link the land use to the transportation improvements to a greater extent. 4) An additional 240,000 square feet and an additional 322 residential units are proposed in Phase 1. However, it has not been clearly demonstrated that transportation improvements will be in place to support this additional development. Coordination with VDOT and the County is important when analyzing the proposed land uses and land use phasing, with the improvements made by VDOT in fulfillment of the three -party agrecment. In no way should Phase 1 land uses exceed the phase 1 transportation improvements currently under construction by VDOT without appropriate mechanisms in place in the proffer statement for additional transportation improvements that would support the additional intensity of land uses. 5) The Stream Preservation Buffer Areas have been identified differently from the approved rezoning and GDP. Please describe further how the proposed Stream Preservation Buffer Area will be addressed during the development of the property. 6) Particular attention should be paid to the stream buffer area and potential trail connectivity along the Opequon Creek, This linear feature is supported in the Senseny/Eastern Frederick Area Plan. 7) Any additional trails beyond those that would be required by Ordinance should be included on the GDP and in the proffer statement. Those pedestrian trails that were proposed above what would be required by Ordinance are shown on the current GDP. 8) The area identified as Historic Park in the western part of the property, north of future Route 37 has been modified and appears smaller than in the original GDP. How does this relate to the existing historic resources in this location? In addition, the proffer states that a five acre preservation park shall immediately surround the Hillandale House. Is this consistent in size with the reduced area shown on the GDP. Also, the additional proffer allowing the adaptive reuse of the structure for a commercial type use would appear to conflict with the preservation of the house and the preservation park area. Please clarify this proffer change. 9) The reservation area for Frederick County Government Services was previously proffered as a dedication of area for government services. As such, the dedication was clearly triggered to occur within 90 days of the Boards written request to the Applicant, at no cost to the County. It is not clear how the property would be transferred to the County and what conditions would be attached to the transfer of Crosspointe Center Rezoning. September 18, 2015 Page 4 the reserved property, especially, the cost. In addition, the proposed reservation is only for a period of five years. Such a sunset clause would not be desirable. An approach similar to the current proffer, with no sunset clause, would be preferable to the County. 10) Consideration should be given to advancing the monetary contributions proposed for Fire and Rescue as the phases have been adjusted with a significant amount of development being fi-ont loaded in phase I? I]) The proposed residential land use proffer would allow for a greater mix of residential units. It should be recognized that no specific mix has been proffered. 12) The revised land use proffer addressing residential development would enable an additional 200 non -age restricted housing units to be developed on the property. This has the potential of introducing additional impacts on the County should the age restricted units not be constructed in favor of non -age restricted units. 13) The value of the proffers aimed at mitigating the impacts associated with the development of this property are the same as the original proffer statement for this project which was approved in 2003. It should be recognized that the Development Impact Model projects a much higher amount in 2015. As proposed, the residential land use changes may allow an additional 200 residential units that are not age restricted, thus creating additional impacts on schools. 14) The first proffer under environment appears to be unnecessary as modified fi-om the original proffer. 15) Also in Environment, the revised GDP does not show the level of detail the original does in regards to parks, trails, and buffers. The current approach is preferred. 16) Please clarify why the escalation clause has been removed from the proffer statement. General Transportation comments: 17) Future road construction "by others" is identified on the GDP and in the proffers in several locations. These road construction segments are currently developer obligations fi-om the approved rezoning for this property. The application should identify those improvements that were previously identified developer obligations and address who, when, and how these transportation improvements will be completed. 18) The Three Party Agreement should be more thoroughly integrated into the proffer statement. 19) The proposed allowance to develop additional commercial land uses, beyond the proffered 1,088,000 square feet upon the completion of a future TIA, should be carefully evaluated. No additional transportation improvements are proposed or specified and it has not been evaluated what infrastructure would be needed to support the additional development. Crosspointe Center Rezoning. September 18, 2015 Page 5 20) Level of Service C, or better, is promoted in the Comprehensive Plan to achieve an acceptable Level of Service on area roads and the overall transportation network. This should be demonstrated in this application. With the original application, an acceptable Level of Service had been demonstrated as achieved and key elements and connections identified in this plan were provided through proffers in a manner acceptable to the Board of Supervisors. 21) Roundabouts should be considered as a priority preference for intersection design internal to the development of this property. More specific transportation comments have been provided by Mr. John Bishop, County Transportation Planner, which are attached to this memorandum. hi conclusion, please ensure that the above comments, and those offered by the reviewing agency are addressed. Additional comments may be provided upon receiving updated information pertaining to this rezoning application. Cc: Rod Williams, County Attorney John Bishop, Deputy Director Transportation MTR/pd r� Pennom, PENNONI ASSOCIATES INC. CONSULTING ENGINEERS TO: FROM: DATE: SUBJECT: MEMORANDUM Frederick County Review Agencies Patrick Sowers August 11, 2015 Crosspointe Center — Proffer Amendment 117 A U G 1 1 2015 Please find attached the application materials for a proffer amendment for Crosspointe Center ("Crosspointe") for your review and comment. Crosspointe consists of approximately 574 acres located east and adjacent to the existing Exit 310 Interchange in Kernstown. The site was rezoned by the Board of Supervisors in 2004 to provide for up to 960,000 square feet of commercial uses and 1,578 residential dwelling units. After many years, VDOT is now constructing improvements to the Exit 310 interchange that include the relocation of Tasker and Hillandale Roads to accommodate exit ramp improvements for the interchange. These improvements will enable the future extension of Route 37 east of its existing terminus through Crosspointe as a limited access, grade separated, roadway, pursuant to an Agreement dated May 7, 2012 between VDOT, Glaize Developments (as owner of Crosspointe), and Frederick County (the "Three Party Agreement.") The proposed proffer amendment seeks (i) to clarify the remaining road improvements required for the completion of the project, so as to be consistent with the Three Party Agreement (e.g. the revised proffer accommodates Route 37 as a grade separated, limited access roadway), (ii) to modify the locations of the commercial and residential land bays, and (iii) to increase the maximum commercial floor area to 1,088,000 (a 13% increase). The previous limitation of 1,578 residential units remains unchanged To aid in your review of the proposed proffer revision and to identify any other proposed modifications to the proffer statement, we have included both a clean version of the proposed proffer statement as well as a redlined version identifying the proposed modifications from the approved 2004 version. If you have any questions or would like to discuss the application, please feel free to contact me at (540) 667-2139. (P0579773.DOCX / 1 Cover Letter to Application Submittal 004346 000002) 117 East Piccadilly Street • Winchester, VA 22601 • Ph: 540-667-2139 • Fx: 540-665-0493 www.pennoni.com 9 • GLAI:ZE DEVELOPMENTS, INC P.O. BOX 888 WINCHESTER, VIRGINIA 226040888 PHomr: 840.662-208Z FAX; 540662.8016 May 7, 2012 Jeffery A. Lineberry, P.E. Transportation and Land Use Director Virginia Department of Transportation 3536 North Valley Pike Harrisonburg, VA 22802 Dear Mr. Lineberry: Please find enclosed a fully executed copy of the CrossPointe Tri-Party Agreement for your records. Sincerely, GLAIZE DEVELOPMENTS, INC. A",'— moj� Elaine Markle Office Manager am Enclosure �0;1 i 'I %712 IARRISONaURG RESID� EhaCY n AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of the rNkl-% of MUA , 2012, by and between GLAIZE DEVELOPMENTS, INCORPORATED., a . Virginia corporation ("Glaize"), the VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commonwealth of Virginia, a public body politic and corporate ("VDOT"), and the ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA (the "Zoning Administrator") RECITALS: R-1. Glaize is the owner of certain property located in Frederick County, Virginia, known as the Crosspointe, and more specifically identified as Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96, and a portion of 75-A-90 and 75-A-94 on the Tax Maps of the County (the "Property"). R-2. VDOT is the Department of the Commonwealth of Virginia charged with construction, operation, and maintenance of the Virginia state systems of highways. R-3. The Property was rezoned for commercial and residential uses by the Frederick County Board of Supervisors by Rezoning 13-03 in 2003, to permit the development of the Property consistently with the Frederick County Zoning Ordinance Proffers accepted by the Board in connection with that Rezoning (the "Proffers"). These proffered conditions include Glaize's obligations to make certain phased road improvements during the course of development of Crosspointe. R-4. Glaize and VDOT have engaged in detailed discussions regarding the po- tential responsibilities of the Parties in connection with the construction of major improvements to the I-81 Exit No. 310 Interchange that VDOT pro- poses to undertake at that Interchange, and as those improvements relate to the development of Crosspointe by Glaize Developments, Inc. R-5. VDOT has determined that if funds are available and allocated to the project, it intends to construct extensive "Phase I" Improvements to the 310 Interchange that will encompass road improvements that were proffered to be constructed in conjunction with Phase I of Crosspointe. • 9 R-6. In recognition of VDOT's construction of the aforesaid improvements, Glaize has stated its willingness to cooperate with such improvements, to grant necessary rights -of -way, and to do other things to accommodate VDOT's project. R-7. For the purposes of this Agreement, the "VDOT Phase I Improvements" shall be those referenced in the "Interchange Modification Report for Interstate 81 and Route 37 Interchange, Frederick County, Virginia, Milepost 310," revised February 16, 2007 (the "Report"). Crosspointe Phase I, 11, and III refer to the phases of the Crosspointe development as it is identified in the Proffers. A copy of the Report is attached hereto and incorporated herein by reference. R-8. The Parties wish to memorialize their agreement consistently with their discussions, and to set forth the mutual promises, obligations, and commitments that each has made with respect to the work described herein. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, Glaize and VDOT (each referred to as a "Party" and collectively "the Parties"), intending to be legally bound, hereby agree as follows: 1. Incorporation of Recitals: The Recitals above are incorporated in this agreement as if fully set out here. 2. VDOT Obligations to the Construction of the Interchange Improvements. Page 2 of 14 1� 0 a. In the event that VDOT elects to commence construction of the VDOT Phase I Improvements, then VDOT will assume, at its sole expense, all responsibility for the design and construction of the following road improvements. These improvements include certain improvements that have been heretofore proffered by Glaize but that VDOT intends to design and construct as set forth in the Recitals, above, and for the purposes of this Agreement collectively constitute the VDOT Phase I Improvements: i. The Interstate 81/Route 37 310 Interchange "Interim Improve- ments" in general conformance with the Report. 1. This will satisfy Glaize's proffered requirement to design and construct an extension of Crosspointe Boulevard in an easterly direction for 1,100 feet as generally depicted on the GDP accepted in connection with Rezoning 13-03. (Points "E" to "G" on the GDP); Proffer 14.2.1. ii. Relocated Tasker Road. 1. This will satisfy Glaize's proffered requirement to design and construct a realigned intersection of Tasker Road with the extension of Crosspointe Boulevard as generally depicted on the GDP. (Points "F" to "G" to "H" to "J" on the GDP). VDOT will construct a temporary access to re- located Tasker Road and the extension of Route 37 as part of subparagraph (2)(a)(i) above, and is presently contemplated to be the western half of an urban diamond interchange, or functionally similar design. Proffer 14.2.2. iii. Relocated Hilandale Road. 1. This will satisfy Glaize's proffered requirement to design and construct an extension of Hilandale Road from Crosspointe Boulevard extended in an easterly direction between the Phase I commercial and residential devel- opments as generally depicted on the GDP. (Points "I" to "H" on the GDP). Proffer 14.2.3. iv. Relocate an existing 20-inch water necessary to the foregoing improvements. Page 3of14 0 • v. Improvements to U. S. Route 11 to the west of I-81. 1. This will satisfy Glaize's proffered requirement to design and construct -an additional lane on southbound U.S. Route 11 between the interchange ramp intersections with Route 37 as generally depicted on the GDP. (Points "A" to "B" on the GDP). b. The VDOT Phase I Improvements will accommodate the future upgrade of the I-81 Interchange to the ultimate interchange design as contemplated by the plans for the VDOT Phase III Improvements as they have been identified in the Report. c. The Parties agree that if VDOT undertakes the construction of the VDOT Phase I Improvements as defined herein, all segments of Route 37 within Crosspointe will be constructed in accordance with VDOT GS-1 standards, as a limited access rural principal arterial, and in the location identified by VDOT in final plans. The horizontal and vertical alignment will be agreed to by VDOT, Glaize, and the County as part of the alignment study currently being conducted by VDOT. d. If Route 37 is at any time re-classified as a parkway or boulevard -style roadway, Glaize will mirror VDOT's construction standards for such reclassified roadway for any extension of Route 37 within the property. e. Prior to the. commencement of any of the work required for the VDOT Phase I Improvements, VDOT shall obtain all funding, approvals, and permits as required for the those Improvements (including permission for any off -site work that may be associated with the Improvements, and any additional costs and permits for road construction that it may undertake) from the appropriate local, state, and federal authorities. Page 4 of 14 f. VDOT shall prepare and obtain approval of all necessary Environmental Assessments or Environmental Impact Statements, or supplementations or revisions thereto including, but not limited to, the cultural and historic resource analyses necessary for compliance with the National Historic Preservation Act for the VDOT improvements within the Crosspointe property as described above under item 2.: VDOT's Obligations, and as described below under item 3.: Glaize's Obligations. This shall be done prior to the commencement of the VDOT Phase I Improvements, and the other work contemplated herein. Any environmental item(s) required for the work proposed under item 3. Glaize's Obligations, as to which VDOT lacks the authority to obtain and transfer to a third party, will be Glaize's responsibility to obtain in its name. g. VDOT agrees that for the purposes of future TIAs that may be required for Crosspointe, Glaize shall have no further responsibility for improvements to the 310 Interchange. Glaize, VDOT, and the County will enter a "scoping" agreement for future TIAs prior . to construction of the Crosspointe Phase I and such scoping agreement will identify the roads and intersections to be analyzed. This scoping agreement shall be used for all TIAs that may be required in connection with the development. Any impacts identified outside the project limits shall be the responsibility of others. 3. Glaize's Obligations. a. Glaize will amend the Crosspointe Master Development Plan ("MDP") to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the property. It is understood that VDOT will construct the interim improvements as described in Paragraph 2, above, but that Glaize shall construct one three lane bridge at Tasker Road and a portion of the urban interchange at Warrior Drive in conformity with the timing requirements currently established in the applicable Crosspointe Proffers consistent with the ultimate plan for Route 37, as set out in the Report and prior to the issuance of the first occupancy permit for Crosspointe Phase H or when required by any amended Proffer accepted by the County. b. Should funding required for construction of the Phase I Improvements as set forth herein not be or become available, VDOT shall retain its rights to comment on any modified road plan submissions that Glaize may make to accommodate such changed circumstances. Page 5 of 14 c. Glaize will construct the second three -lane bridge over Tasker Road in conformity with the timing requirements currently established in the applicable Crosspointe Proffers consistent with the ultimate plan for Route 37, as set out in the Report and prior to the issuance of the first occupancy permit for Crosspointe Phase M, to include construction of the second, two-lane segment of Route 37 from Tasker Road to Warrior Drive, and the remaining portion of the urban interchange at Warrior Drive. d. Glaize shall remove the interim off -ramps at Tasker Road and Route 37 within two months following the date when (a) a Traffic Impact Analysis ("TIA") is approved that demonstrates they are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe after completion of the western half of the interchange at Warrior Drive, or (b) when an off -site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either case (c) the development of Crosspointe has. commenced. The two month removal window will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two month time frame is not available in the construction season that the work commences. The interim ramp right-of-way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the interim Tasker ramps by Glaize and final inspection by VDOT. e. Glaize will dedicate all of the right-of-way on its property needed for the VDOT Phase I and III Improvements at no cost to VDOT, regardless whether such dedication was previously proffered. f. Glaize will further dedicate the. right-of-way for Hilandale and relocated Tasker Roads, and the temporary, VDOT-installed, connection of Route 37 to Tasker Road, also at no cost to VDOT. g. Such dedications will include any additional water, slope, drainage, or temporary construction easements that may be required. Page 6 of 14 h. Actual conveyance of these interests will be based on a mutually - agreeable final design and shall be made within 30 days of written request therefor from VDOT with respect to any segment of the VDOT Phase I Improvements as to which VDOT is prepared to issue a Notice to Proceed. VDOT shall prepare the necessary plats and deeds, subject to Glaize's review and comment. All of the dedicated right-of-way not needed for VDOT's permanent improvements to the 310 Interchange will revert to Glaize after construction of those permanent improvements is complete and accepted, or any additional portions of Route 37 within the Property outside of those improvements are accepted, for ownership, operation, and maintenance. i. Glaize will retain the obligation to construct those transportation improvements not otherwise a part of the VDOT Phase I Improvements as set forth herein, consistent with the requirements of the Proffers for Crosspointe, as they may currently provide or as they may hereafter be amended. A copy of the Proffers as approved in connection with Rezoning 13-03 is attached hereto and incorporated herein by reference. 4. Consent to Design Plans: Where the Parties must agree as to a road design, none shall unreasonably withhold, delay, or refuse its consent. 5. Procedures for compliance with historic preservation requirements: a. VDOT agrees that in accordance with the 1999 Memorandum of Agreement (MOA) between the Federal Highway Administration, VDOT, Frederick County, and the State Historic Preservation Officer, VDOT will develop landscaping plans and install such landscaping to reduce the visual impact of the interchange on the Hilandale House. VDOT will coordinate the review of the landscaping plan with the Virginia Department of Historic Resources. b. Glaize agrees that as provided in Profferl5 and the referenced 1999 MOA, it will develop and implement a treatment plan to mitigate the effects of the construction of Route 37 and Warrior Drive on the Hilandale Earthwork and the site of Camp Russell. Such treatment plan will conform to the requirements and specifications identified in the 1999 MOA. VDOT will assist in the coordination, review, and approval of the treatment plan with VDHR. Page 7 of 14 9 • 6. Non -Ownership of Facilities by Others: This Agreement shall not create or establish any ownership in any part of the VDOT systems in any person or entity other than the Commonwealth of Virginia. 7. Governing Law; Venue: This Agreement shall be construed and performed in accordance with the laws of the Commonwealth of Virginia, without reference to conflict of law principles. Resolution of any outstanding claims, counterclaims, disputes and other matters arising out of, or in connection with, this Agreement shall be decided in a court of competent jurisdiction in the Commonwealth of Virginia. 8. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to its subject matter, and supersedes all prior and contemporaneous written or verbal agreements of the Parties in connection herewith. 9. Waiver Not Continuing: The waiver.by either Party of any failure on the part of the other Party to perform any of its obligations under this Agreement shall not be construed as a waiver of any future or continuing failure or failures, whether similar or dissimilar thereto. 10. No Third -Party Beneficiaries: Except to the extent that obligations or responsibilities may be assigned in accordance with this Agreement, the benefits of this Agreement shall inure soleiy to the Parties hereto, and nothing contained herein is intended to, or shall, confer upon any person not a party hereto any rights, benefits or remedies of any nature whatsoever under, or by reason of, this Agreement. Page 8 of 14 • • 11. Successors and ,Assigns; Covenants Running with the Land: All the terms, covenants, provisions and conditions of this Agreement shall be binding upon any successors in title to the Property and are covenants running with the land. The terms, covenants, provisions and conditions of this Agreement shall not be severable from the Property or separately assignable by either Party. Glaize may not assign any portion of this Agreement without the express written consent of VDOT, such consent not to be unreasonably withheld. This Agreement or a Memorandum thereof may be recorded in the Land Records of Frederick County. 12. Termination, Default and Remedies: a. If either Glaize or VDOT materially breaches any of the provisions set out in this Agreement, or fails to observe or perform any of their respective obligations hereunder that materially affect the non -defaulting Party's rights under this Agreement, any such breach or failure shall constitute an event of default, provided, however, that it shall not be such an event unless and until the non -defaulting Party has given the defaulting Party written notice specifying the nature of such breach or failure, and, within thirty (30) days after receipt of such notice, the defaulting Party fails to cure such breach or failure. Provided, further, however, that if such cure cannot be reasonably completed within the thirty (30) day period, then the 30-day period will be extended by up to sixty (60) additional days, so long as the defaulting Party diligently takes steps to cure the breach or failure, and keeps the non -defaulting Party promptly and fully informed about its progress in effectuating the cure. b. If an event of default by Glaize occurs, VDOT shall have the right to terminate this Agreement as of the expiration of the 30-day period (or applicable longer period) provided in subparagraph a. above. If VDOT elects to terminate tlus Agreement, VDOT shall have no further obligation or duty to Glaize. c. If an event of default by VDOT occurs, Glaize's sole remedy shall be to terminate this Agreement and upon any such termination by Glaize VDOT shall have no further obligation or duty to Glaize under this Agreement. d. In the event that this Agreement is terminated by either party prior to the completion of the Interchange Improvements, the Zoning Administrator's certification herein shall be deemed withdrawn, and Glaize's obligations under the Proffers shall remain in effect. Page 9 of 14 i 9 13. Modifications: No modification to this Agreement shall be binding on either Party unless it shall be in writing and signed by the duly authorized representatives of all Parties. 14. Notices: All notices to be sent in connection with this Agreement shall be in writing, shall be delivered either by hand or by mail, and shall be deemed sufficiently given when actually received by the other Parties notified or when mailed, if mailed by certified or registered mail, postage prepaid, addressed to the other Parties at their respective addresses stated below. Each Party may, by notice to the other Parties given in the manner provided for herein, change his or its address for receiving such notices. Address for notices to Glaize: Glaize Developments, Inc., a Virginia corporation. Attn: Mr. J. P. Carr P.Q. Box 888 Winchester, Virginia 22604 With a copy to: Walsh, Colucci, Lubeley, Emrich & Walsh, PC Attn: Mr. John H. Foote, Esquire 4310 Prince William Parkway, Suite 300 Prince William, Virginia 22192 Address for notices to VDOT: Virginia Department of Transportation Attn: Jeff Lineberry Transportation and Land Use Director 811 Commerce Road Staunton, Virginia 24401-9029 Page 10 of 14 Address for notices to the County: Board of Supervisors of Frederick County, Virginia Attn: County Administrator 107 N. Kent Street Winchester, VA 22601-5000 15. Zoning Administrator Concurrence. a. The Zoning Administrator of Frederick County is joined to this Agreement for the purpose of confirming, as a formal determination, that construction of these improvements, whether by VDOT or Glaize, will satisfy proffered road construction improvements as preconditions to the initiation of the development of Crosspointe Phase I, and that the amendments to the MDP referenced in Paragraph 3 (a) above will be consistent with the approved rezoning for Crosspointe. b. The MDP, previously approved by the County upon condition that VDOT is satisfied, will also be deemed to have received final approval upon execution hereof. IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement as of the day and year.first above written. [SIGNATURES APPEAR ON FOLLOWING PAGES] Page 11 of 14 GLAIZE DEVELOPMENTS, INC. a Virginia corporation By: ✓ COMMONWEALTH OF VIRGINIA COUNTY OF FREDERICK The foregoing instrument was acknowledged before me this rA*1 day of M 0.0 2012, by J. P. Carr as Vice President of Glaize Devel- opments, Inc., authorized to execute this agreement on behalf of the firm. My Registration Number: My Commission expires— 0rk...ta.. e., m o�1JG Notary Public Page 12of14 0 0 THE VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commonwealth of Virginia By: — 7ja '- P i o4d#" t-,N, COMMONWEALTH OF VIRGINIA COUNTY OF A6191 - The foregoing instrument was acknowledged before me this C day of u 2012, by AVnha, (2&SQ- on behalf of the Virginia Department of Transportation. Lf�� (�1a� Notary Public Registration Number: 709 a (o co 9 My Commission expires - 36-15 Page 13 of 14 ^� �.P.• NOTA.. � RY'. F�. PUBLIC • '• pEC�, #7082664 � ��MMISSlON 001'0.; FAf7H111411410 r THE ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA By: COMMONWEALTH OF VIRGINIA COUNTY OF The foregoing instrument was acknowled ed b@fore me this day o£�'strator. 2412, by ' as the Zoning A NOTARY PUBLIC REGISTRATION M 133290 COMMONWEALTH Of VfRGIN1A Registration Number: MY COMMISSION EXPIRES AUGUST 31, 2015 My Commission expires Page 14 of 14 r 0 ��` WINCHESTER REGIONAL AIRPORT 491 AIRPORT ROAD SERVING iFf WINCHESTER, VIRGINIA 22602 \T0P 0P weG`vn (540) 662-5786 August 21, 2015 Patrick Sowers Pennoni Associates, Inc 117 E. Piccadilly Street, Suite 200 Winchester, Virginia 22601 Re: Rezoning Comment - Proffer Amendment Crosspointe Center Shawnee Magisterial District Dear Mr. Sowers: The proposed Proffer Amendment for Crosspointe Center review has been completed. While the site is within the airspace of the Winchester Regional Airport the proposed proffer amendment will not impact operations at the Winchester Regional Airport. Thank you for the opportunity to review this request. Sincerely, Serena R. Manuel Executive Director 0 0 Rezoning Comments Winchester Regional Airport Mail to: Winchester Regional Airport Attn: Executive Director 491 Airport Road Winchester, Virginia 22602 (540)662-2422 Hand deliver to: Winchester Regional Airport Attn: Executive Director 491 Airport Road (Rt. 645, off of Rt. 522 Sol►lll) Winchester, Virginia Applicant: Please till out the information as accurately as possible in order to assist the Winchester Regional Airport with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and ally other pertinent information. Applicant's Name: Pennoni Associates Inc. c/o Patrick Sowersl'elepllone: 540-667-2139 Mailing Address: 117 E. Piccadilly Street, Suite 200 Winchester, VA 22601 Location of property: Immediately east and adjacent to 1-81 Exit 310 Interchange Current zoning: B-2: 192.57 Zoning requested: B-2: 185.60 Acreage: 574.37 RP: 381.80 RP: 388.77 Winchester Regional Airport's Comments: .See a e A, e �� Winchester Regional Airport's Signature & Date: Notice to Wincheste►- Regional Airport - Please Return Form to Applicant 30 o 0 0 Frederick County Public Schools O... to ensure all stuclents an excellent education K. Wayne Lee, Jr. LEED AP . Coordinator of Planning and Development . leew@frederick.kl2.va.us September 11, 2015 Mr. Patrick Sowers Pennoni Associates Inc. 117 East Piccadilly Street Winchester, VA 22601 Re: Crosspointe Center proffer amendment application Dear Patrick: Frederick County Public Schools has reviewed the Crosspointe Center proffer amendment application submitted to us on August 12, 2015. We offer the following comment: 1. The change from 200 age -restricted units to 200 possibly age restricted units is noted. This could have an impact on FCPS of as many as 80 additional students. Eighty students would increase our costs $927,000 anmtally and necessitate a one-time capital cost of $3,306,000. Please feel free to contact me at leew u,frcderick.k 12.va.us or 540-662-3888 x88249 if you have any questions or comments. Sincerely, t�'IV �k K. Wayne Lee, Jr., LEED AP Coordinator of Planning and Development cc: Dr. David SOVine, Superintendent of Schools Mr. Albert Orndorff, Assistant Superintendent for Administration Mr. John Grubbs, Transportation Director 1415 Amherst Street P.O. Box 3508 Winchester, Virginia 22604-2546 www. f re d e ri ck. k 12. va. u s 540-662-3889 Ext. 88249 540-662-4237fax Rezoning Comments Frederick County Sanitation Authority Mail to: Hand deliver to: Frederick County Sanitation Authority Frederick County Sanitation Authority Attn: Engineer Attn: Engineer P.O. Box 1877 315 Tasker Road Winchester, Virginia 22604 Stephens City, Virginia (540) 868-1061 Applicant: Please fill out the information as accurately as possible in order to assist the Sanitation Authority with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and any other pertinent information. Applicant's Name: Pennoni Associates Inc. Telephone: 540-667-2139 c/o Patrick Sowers Mailing Address: 117E Piccadilly Street Suite 200 Winchester, VA 22601 Location of property: Immediately east and adjacent to 1-81 Exit 310 Interchange Current zoning: B-2: 192.57 Zoning requested: B-2: 185.60 Acreage: 574.37 RP: 381.80 RP: 388.77 Sanitation Authority Comments: Sanitation Authority Signature & Date: Notice to Sanitation Authority - Please Return This Form to the Applicant 25 0 9 Rezoning Comments Frederick County Department of Parks & Recreation Mail to: Frederick County Department of Parks & Recreation 107 North Kent Street Winchester, Virginia 22601 (540) 665-5678 Hand deliver to: Frederick County Department of Parks & Recreation County Administration Bldg., 21ld Floor 107 North Kent Street Winchester, Virginia Applicant: Please fill out the information as accurately as possible in order to assist the Department of Parks & Recreation with their review. Attach a copy of your application form, location map, proffer statement, impact analysis, and any other pertinent information. Applicant's Name: Pennoni Associates Inc. Telephone: 540-667-2139 c/o Patrick Sowers Mailing Address: 117 E. Piccadilly Street Suite 200 Winchester, VA 22601 Location of property: Immediately east and adjacent to 1-81 Exit 310 Interchange B-2: 192.57 B-2: 185.60 Current zoning: BP-:_38l.80 "Zoning rcqucsted: RPL_3_8.8.7L_ Acreage: 574.37 Department of Parks & Recreation Comments: L G(o fk2- SA rrLI � � Sarl i i ly-`l L. I�i%v i! G In t Jvlpaul r .l ."d MU 4,, 1 Gi,y�C y Gf ,vrc�1 r'ril Y lyYt (-Ot(PAJNX.tiV\A�f `lAa�(tgl R / AAdVl.I�GV (l ��A/1T1''I%w Pks. & Rec. Signature & Date: ", Y//lam) � brt?i ►-��Y � t x 'Z-L11� Notice to Department of Parks & Recreation - Please Return This Form to the Applicant 23 Rezoning Comments Frederick County Fire Marshal Mail to: Frederick County Fire Marshal 1800 Coverstone Drive Winchester, Virginia 22602 (540) 665-6350 Winchester, Virginia [land deliver to: Frederick County Fire & Rescue Dept. Attn: Fire Marshal Public Safety Building 1800 Coverstone Drive Applicant: Please fill out the information as accurately as possible in order to assist the Frederick County Fire Marshal with his review. Attach a copy of your application form, location reap, proffer statement, impact analysis, and any other pertinent information. Applicant's Name: Pennoni Associates Inc. c/o Patrick Sowersl-clephone: 540-667-2139 Mailing Address: 117 E. Pic -dilly Street Suite 200 Winchester VA 22601 Location of property: Immediately east and adjacent to 1-81 Exit 310 Interchange Current zoning: B-2: 192.57 Zoning requested: B-2: 185.60 Acreage: 574.37 RP: 381.80 RP: 388.77 Fire Marshal's Comments: pLmis' I�PPH p ri n p B"?AariT ayUdl�y U Od' EVs a e112 Fire Marshal's SiUMQUt'e & Dat Notice to Fire llarshal - ['lease Return This Form to the Applicant 22 RECEIVED AUG 14 2015 Frederick County Department of Fire and Rescue Office of the Fire Marshal 1080 Coverslone Drive Winchesler, VA 22602 (540) 665-6350 Fa_v: (540) 678-4739 Entail: fino@fcva.us Plan Review & Comments Date Received 8/14/2015 Plan/Permit Type Proffer Statement Name Crosspointe Center Address East & Adjacent 1-81 Exit 310 Project Name Applicant Name & Number RE# Permit Number Winchester Crosspointe Center Pennoni Associates 540-667-2139 Emergency Vehicle Access: Adequate Inadequate NIJIX Hydrant Location: Adequate Inadequate I�4A NR:f Siamese Location: Adequate Inadequate -., A Fire Lanes Required: Yes No Plan Approval Status Approve Comments Signature: Reviewed By: Kenneth Scott, Jr. Title: Fire Inspector Date Reviewed 8/18/2015 VA 22602 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Pax: 540/ 665-6395 TO: Patrick Sowers Pennoni Associates, Inc. FROM: Michael T. Ruddy, AICP Deputy Director RE: Rezoning Comments: Crosspointe Center Rezoning. Cast of 1-81, Exit 310; PIN's 75-A-89, 89A, 91, 92, 95 and 96 and a portion of 75-A-90 and 94, totaling 574.37 acres. DATE: September 18, 2015 The following comments are offered regarding the Crosspointe Center Rezoning Application. This is a request for a proffer amendment to approved rezoning #RZ 13-03 which rezoned 574.37 acres to a combination of RP (Residential Performance) and B2 (Business General) zoning with Proffers. The review is generally based upon the proffer statement dated August 7, 2015. An Impact Analysis Statement was not provided with this initial submission. One should be provided to identify the changes in this application from the approved rezoning, and so any changes In the Impacts between the applications can be appropriately evaluated by the reviewing agencies, and more importantly, the Planning Commission, and Board of Supervisors. Prior to formal submission to the County, please ensure that these comments and all reviexv agency comments are adequately addressed. At a minimum, a letter describing how each of the agencies and their comments have been addressed should be included as part of the submission. General 1) This application should be processed as a rezoning, rather than a proffer amendment, given the proposed adjustments to acreages, and to the actual locations of the RP and B2 land bays. As always, a rezoning plat including a metes and bounds description of the rezoning should be provided. This plat should identify the current areas of RP and B2 zoning and the proposed location of the RP and B2 zoning. 107 North Kent SU-ect, Suite 202 • Wlnchestcr, Virginia 22601-5000 Crosspointe Center Rezoning. September 18, 2015 Page 2 Land Use 1) The 2030 Comprehensive Plan and the Senseny/Eastern Frederick Area Plan provide guidance on the future development of the property. The property is located within the UDA and SWSA. The 2030 Comprehensive Plan identifies this property identifies this property with an Urban Center land use designation. This land use designation supports commercial and residential development. The Urban Center designation is envisioned to be a more intensive, walkable urban area Nvith a larger commercial core, higher densities, and designed around some form of public space or focal point, located in close - proximity to major transportation lllfl-aStl-LlCtUrC. In general, the proposed commercial and residential zoning for this property is consistent with the current land use supported by the Comprehensive Plan. It is recognized that the future land use would support a greater mixing and intensity of land Uses, supported by a robust transportation network as is identified in the County's Road Plan, and as SL1I)I)01-tC(I ill the CLUTCllt zoning and approved proffers for the property. The original rezoning, Crosspointe, RZ#13-03, was consistent With the County'S long range land use plan. This current request remains consistent with the approved rezoning fi-om a land use perspective. Impact Analysis and Proffer Statements. As noted, an Impact Analysis should be prepared for this rezoning application that addresses the impacts associated with, among other things, the increased intensity of the project, the relocation of the various commercial and residential land bays, and the proposed modification of the developer obligated transportation improvements. Please address the following items from the revised Proffer Statement prepared for this Application. 1) The original proffer statement included a GDP that included an overall GDP, Phase 1, GDP, Phase 2 GDP, Phase 3 GDP, and a Parks, Trails, and Buffer Exhibit. For clarity's sake, Staff woLlld Suggest L1Sillg this Sallie approach for this application. The proposed Generalized Development Plan does not differentiate the proposed phasing of the project and the concurrent road improvements as clearly as in the original statement. 2) The amount of commercial land use that may be developed on the property has increased by 128,000 square feet, fi-om 960,000 to 1,088,000 square feet. In addition, the location of the commercial land uses has been adjusted to predominately the western portion of the property. Please describe any additional Crosspointe Center Rezoning. September 18, 2015 Page 3 impacts that this may cause, in particular, to the transportation improvements and improvements at G on the GDP. 3) The current proffer statement directly ties the amount of (levelopment, the phasing of the land uses, to road improvements. Previously, the Applicant demonstrated that the transportation improvements would be completed with the appropriate amount of development. The proposed proffer statement does not clearly tie the land use to the Heeded transportation improvements. The gUestlon Of what is stopping the next phase Of development fi•Onl not touching or necessitating the necessary transportation improvClllClltS should be addressed. The application should link the land use to the transportation improvements to a greater extent. 4) An additional 240,000 square feet and an additional 322 residential Units are proposed in Phase 1. However, it has not been clearly demonstrated that transportation improvements will be in place to support this additional development. Coordination with VDOT and the County is important when analyzing the proposed land uses and land use phasing, with the improvements made by VDOT in fulfillment of the three -party agreement. Ill no way should Phase I land uses exceed the phase I transportation improvements Currently under COIlStI"UCti011 by VDOT without appropriate mechanisms in place in the proffer statement for additional transportation improve111Ci1tS that would support the additional intensity of land uses. 5) The Stream Preservation Buffer Areas have been identified differently from the approved rezoning and GDP. Please describe further how the proposed Stream Preservation Buffer Area will be addressed during the development of the property. 6) Particular attention Should be paid to the stream buffer area and potential trail connectivity along the Opequon Creek, This linear feature is Supported in the Senseny/Eastern Frederick Area Plan. 7) Any additional trails beyond those that would be required by Ordinance should be included on the GDP and in the proffer statement. Those pedestrian trails that were proposed above what would be required by Ordinance are shown on the current GDP. 8) The area identified as Historic Park in the western part of the property, north of fUtl1I'C Route 37 has been modified and appears Smaller than ill the Original GDP. How does this relate to the existing historic resources in this location? In addition, the proffer states that a five acre preservation park shall immediately surround the Hillandale House. Is this Consistent in size with the reduced area shown on the GDP. Also, the additional proffer allowing the adaptive reuse Of the structure for a commercial type use would appear to conflict with the preservation of the house and the preservation park area. Please clarify this proffer change. 9) The reservation area for Frederick County Government Services was previously proffered as a dedication Of area for government services. As such, the dedication was clearly triggered to occur within 90 days of the Boards written request to the Applicant, at no cost to the County. It is not clear how the property would be transferred to the County and what conditions would be attached to the transfer of Crosspointe Center Rezoning. September 18, 2015 Page 4 the reserved property, especially, the cost. In addition, the proposed reservation is only for a period Of five years. Such a sunset clause would not be desirable. An approach similar to the current proffer, with no sunset claLISC, would be preferable to the County. 10) Consideration should be given to advancing the monetary contributions proposed for Tire and ReSCLIC as the phases have been adjusted with a significant amount of development being fi-ont loaded in phase I? 1 1) The proposed residential land use proffer would allow for a greater mix of residential units. It should be recognized that no specific mix has been proffered. 12) The revised land use proffer addressing residential development would enable an additional 200 non -age restricted housing units to be developed on the property. This has the potential of introducing additional impacts on the County should the age restricted units not be constructed in favor of non -age restricted units. 13) The value of the proffers aimed at mitigating the impacts associated with the development of this property are the sane as the original proffer statement for this project which was approved in 2003. It Should be recognized that the Development Impact Model projects a I11LIC11 higher amOLlllt in 2015. AS proposed, the residential land use changes may allow an additional 200 residential units that are not age restricted, thLIS creating additional impacts Oil schools. 14) The first proffer under environment appears to be unnecessary as modified fi-om the original proffer. 15) Also in Environment, the revised GDP does not show the level of detail the original does in regards to parks, trails, and buffers. The current approach is preferred. 16) Please clarify why the escalation clause has been removed fi-onl the proffer statement. General Transportation comments: 17) FUtul-e Toad COl1Stl'L1Ct1011 "by others" is identified on the GDP and in the proffers in Several locations. These road construction segments are currently developer obligations from the approved rezoning for this property. The application should identify those improvements that were previously identified developer obligations and address who, when, and how these transportation improvements will be completed. 18) The Three Party Agreement Should be more thoroughly integrated into the proffer statement. 19) The proposed allowance to develop additional commercial land uses, beyond the proffered 1,088,000 square feet upon the completion Of a future TIA, should be carefully evaluated. No additional transportation improvements are proposed or specified and it has not been evaluated what infrastructure would be needed to support the additional development. Crosspointe Center Rezoning. September 18, 2015 Page 5 20) Level of Service C, or better, is promoted in the Comprehensive Plan to achieve an acceptable Level of Service on area roads and the overall transportation network. This should be demonstrated in this application. With the original application, an acceptable Level of Service had been demonstrated as achieved and key elements and connections identified in this plan were provided through proffers in a manner acceptable to the Board of Supervisors. 21) Roundabouts should be considered as a priority preference for intersection design internal to the development of this property. More specific transportation comments have been provided by Mr. John Bishop, County Transportation Planner, which are attached to this memOral1dL1111. In conclusion, please ensure that the above comments, and those offered by the reviewing agency are addressed. Additional comments may be provided upon receiving updated information pertaining to this rezoning application. Cc: Rod Williams, County Attorney John Bishop, Deputy Director Transportation MTR/pd COUNTY of FREDRRICK Department of Planning and Development 540/665-5651 FAX: 540/665-6395 MEMORANDUM TO: Michael Ruddy AICP, Deputy Director FROM: John A. Bishop AICP, Deputy Director - Transportations RE: Crosspointe Rezoning Comments DATE: September 18, 2015 Thank you for the opportunity to review the preliminary application. My comments are as follows. Please clarify the expected change in trip generation between this and the previous proposal. This will aid in determining if an updated Traffic Impact Analysis will be required under Virginia Chapter 527. Right now, it appears the key difference is 128,000 square feet of commercial area. Depending upon the proposed use, this will likely meet the threshold at which a TIA would be required. 2. Significant reference is made to the Three Party Agreement that was executed in 2012. For the sake of clarity and continuity, I would suggest that a copy of that agreement be included with all rezoning materials. In addition, I would suggest that whatever commitments were made by the applicant in that agreement now be included as proffers. 3. As we work to determine the traffic impacts, the phasing in the TIA from 2003 envisions a much spread out intensity of development than is being outlined in the current rezoning. The previous rezoning had commercial and residential in each phase of development and tied those phases to associated improvements. The current application has advanced the vast majority of the commercial, which produces most of your trips, into phase 1. VDOT is essentially building what were the Crosspointe Phase 1 proffers in the 2004 rezoning which does make previously approved Phase I items eligible to move forward. However, the trips being proposed to go through that area in this new application are much higher than in the previous rezoning. 4. Previously proffer section M to O has been removed. 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 0 0 5. The completion of the previously proffered Phase I items by VDOT has been a significant benefit to the County as well as to the applicant. I would suggest the applicant consider proffers that provide for other ways to offset impacts of their development should VDOT or the County constructs other previously proffered items. I would point out the Lutheran Home rezoning as an example of this. 6. Please clarify the intent to build the bridges at point G. The three party agreement notes that this will be clone, but the proffer is less clear. 7. I would suggest that the proffers make clear that the Tasker interchange is temporary 8. The proffers for K to L and M to N have been modified to be more reliant on when others perform their segments. I would note that this may not meet VDOT subdivision street acceptance standards. JAB/pd G �eo �' !G V� o'\ u PHASE L \\ RESIDENTIAL - RP 103 ACRES . S - � a --- - . _ PHASE II PHASE RESIDENTIAL - RP COMMERCIAL- B2 47.5ACRES 44.5 ACRES _ PHASEI RESIDENTIAL - RP Q 46.9 ACRES a HASE It PHASE I OMMERCIAL- B2 ....SE QO t P'- i �Hl COMM. 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B2 HISTORIC PARK STREW M PRESERVATION _ COMMERCIAL- B2 - - _- ' BUFFER 'Oy 22�CRES ,ems+- --- ;A" �i O STREW Afflut CAR YSBROpK t/ REDOUBT 10, PHASE I l AREA JI, PHASE III RESIDENTIAL - RP _ COMMERCIAL- B2 ' 123.0 ACRES 14.0 ACRE°4L° PHASE RESIDENTIAL - RP 62.0 ACRES 11806-1-3 NOVEMBER 19, 2015 . �1 aNvmm xuF 1'=3W ••'h. � wuww er MWT �F i MRiWEU Br MWT ,,♦ � 300 Seale 6DP """ SHEET 5 OF 5 Patrick Sowers From: Lineberry, Jeff, PE (VDOT) <Jeff.Lineberry@VDOT.Virginia.gov> Sent: Friday, December 11, 2015 2:13 PM To: Patrick Sowers Cc: Smith, Matthew, P.E. (VDOT); Short, Terry (VDOT);jbishop@fcva.us;jcarr@glaize.net; FunkhoUser, Rhonda (VDOT) Subject: RE: Crosspointe Proffer Amendment Submittal dated 11.25.2015 Listed below are VDOT's comments regarding the Crosspointe Proffer Amendment with Revision date of November 25, 2015, which was received in the Edinburg Residency Office on December 1, 2015: 1. Page 4 of 12 — II. Phasing Provisions A. 1. a) (ii) - Footnote 3 needs to be clarified to indicate that the purpose of the footnote is to allow development to commence in the phase without placement of the final surface course that could be damaged by construction traffic and not that the project is complete to the state that it is eligible to be accepted into the state highway system for maintenance. 2. Page 4 of 12 - II. Phasing Provisions A. 1. b) Remove the words on -site from the sentence "The Applicant shall construct such on -site improvements," The TIA may suggest other improvements and the applicant will still have the option of whether they wish to perform improvements identified by any 'future TIA. 3. Page 5 — II. Phasing Provisions A. 2. a) (iii). — Rewrite the proffer as follows — "The Applicant shall design and construct the first two lanes of the four lane Route 37 facility, as a limited access rural principal arterial route, from Taslcer Road to Warrior Drive (Points "G" to "M" on the Revised GDP); design and construct one three -lane bridge over Taslcer Road (Point G); and design and construct a portion of the interchange at Warrior Drive (Point M) in accordance with VDOT's GS- I design standards and the alignment study currently being conducted by VDOT." Add footnote - "VDOT agrees that the Warrior interchange improvements include only the construction of necessary on and off ramps fi-om Route 37 to Warrior Drive on the west side of the interchange and do not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. However, the Tri-Party agreement dated May 7, 2012 did indicate that "Glaize would amend the Crosspointe Master Development Plan ("MDP") to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the property. It the agreed that the two bridges over Warrior Drive do not provide a direct benefit to the Crosspointe Development and serve the future extension of Route 37 to Route 522. In a like manner, the construction of Taslcer Road from H to J into the developer's land bay was not necessary for the public's relocation of Taslcer Road to reconnect to Hilandale Road (Points F to G to I -I to I) as part of the I-81 Exit 310 Improvement project." 4. Page 6 -- II. Phasing Provisions A. 3. a) (ill). Rewrite the proff-er as follows — "The Applicant shall design and construct the second two lanes of -the four lane Route 37 Facility, as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design; construct the second three - lane bridge over Tasker Road; and remaining portion of -the Interchange at Warrior Drive in accordance with VDOT's GS- I design standards and the alignment study currently being conducted by VDOT." Add footnote "VDOT agrees that the interchange improvements include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange and do not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. " 5. Page 6 —11. Phasing Provisions A. 3. C) — Need to add M to O fi-om Warrior Drive to the eastern property line as part of the right of -way dedicated at no cost to the County. 6. Page 6 - II. Phasing Provisions B. — Add - "Future access to "G" may require improvements by the developer as a result of 1). a TIA analysis by the developer to determine if additional development may proceed in excess of the 370,000 square Feet of commercial/retail gross leasable floor area as outline in I1. Phasing Provisions A. 1. b) of these provisions or 2). a VDOT initiated study is completed in accordance with the Federal Highway Administrations (FHWA) requirements for approval of the Interchange NVlodification Request (IMR) on a recurring two year cycle that determines additional improvements need to be made to accommodate proposed development or limits the phased development until the roadway network of G to I -I to J to K to M to G on the Crosspointe Generalized Development Plan is complete in order to allow access at a partial Warrior- Drive Interchange and allows the temporary Tasker Ramps at Point G to be removed." Please advise if you have questions. I am available by phone to discuss any questions or concerns. Thai-ics Jeff Jeffery A. Lineberry, P.E. Transportation and Land Use Director Virginia Department of Transportation - Staunton District 81 1yCommerce Road Staunton, Virginia 24401-9029 Phone: 540 332 -2265 Office Email: Jeff.lineberry@VDOT.Virginia.gov 2 AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of the r�� of 01, 2012, by and between GLAIZE DEVELOPMENTS, INCORPORATED., a Virginia corporation ("Glaize"), the VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commonwealth of Virginia, a public body politic and corporate ("VDOT"), and the ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA (the ""Zoning Adlllinistrator"). RECITALS: R-1. Glaize is the owner of certain property located in Frederick County, Virginia, known as the Crosspointe, and more specifically identified as Tax iV1ap Parcels 75-A-89, 89A, 91, 92, 95, 96, and a portion of 75-A-90 and 75-A-94 on the Tax Maps of the County (the "Property"). R-2. \/DOT is the Department of the Co11111101,weal th of Virginia charged with construction, operation, and maintenance of the Virginia state systems of highways. R-3. The Property was rezoned for commercial and residential uses by the Frederick County Board of Supervisors by Rezoning 13-03 in 2003, to permit the development of the Property consistently with the Frederick COuntV Zoning Ordinance Proffers accepted by the Board in connection with that Rezoning (tile "Proffers"). These proffered conditions include Glaize's obligations to make certain phased road improvements during the course of development of Crosspointe. R-4. Glaize and VDOT have engaged in detailed discussions regarding the po- tential responsibilities of the Parties in connection with the construction of major improvements to the 1-81 Exit No. 310 Interchange that VDOT pro- poses to Undertake at that Interchange, and as those IlllprOVCIllents relate to the development of Crosspointe by Glaize Developments, Inc. R-5. VDOT has determined that if funds are available and allocated to the project, It intends to constrUct extensive "Phase I" improvements to the 310 Interchange that will encompass road Illlprovements that were proffered to be constructed in conjunction with Phase 1 of Crosspointe. R-6. In recognition of VDOT's construction of the aforesaid improvements, Glaire has stated its willingness to cooperate With SLICII Improvements, to grant necessary rights -of -way, and to do other things to accommodate VDOT's project. R-7. For the purposes of this Agreement, the "VDOT Phase I Improvements" shall be those referenced in the "Interchange Modification Report for Interstate 81 and Route 37 Interchange, Frederick County, Virginia, Milepost 310," revised February '16, 2007 (tile "Report"). Crosspointe Phase I, 11, and III refer to the phases of the Crosspointe development as it is identified in the Proffers. A copy of the Report is attached hereto and incorporated herein by reference. R-8. The Parties wish to nl(2nlorialize their agreement consistently with their discussions, and to set forth the mutual promises, obligations, and commitments that each has made with respect to the work described herein. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of xvhicil are hereby conclusively acknoNvIedged, Glaize and VDOT (each referred to as a "Part)," and collectively "the Parties"), intending to be legally bound, hereby agree as follows: 1. Incorporation of Recitals: The Recitals above are incorporated in this agreement as if fully set out here. 2. VDOT Obligations to the Construction of the Interchange Improvements. Page 2 of 14 a. In the event that VDOT elects to colllincrice construction of the VDOT Phase I Improvements, then VDOT will assure, at its sole expense, all responsibility for the design and construction of the following road inlprovenlents. These improvements include certain improvements that have been heretofore proffered by Glaize but that VDOT intends to design and construct as set forth in the Recitals, above, and for the purposes of this /\gl-eerilent collectively constitute the VDOT Phase I Improvements: i. The Interstate 81/Route 37 310 Interchange "Interim Inlprove- inents" in general conformance with the Report. 1. This will satisfy Glaize's proffered requirement to design and construct an extension of Crosspointe Boulevard in an easterly direction for 1,100 feet as generally depicted oil the GDP accepted in connection with Rezoning 13-03. (Points "E" to "G" on the GDP); Proffer-14.2.1. ii. Relocated Tasker Road. 1. This will satisfy Glaize's proffered requirement to design and construct a realigned intersection of Tasker Road with the extension of Crosspointe Boulevard as generally depicted oil the GDP. (Points "I'" to "C" to "H" to "J" oil the GDP). VDOT will construct a temporary access to re- located Tasker Road and the extension of Route 37 as part of subparagraph (2)(a)(i) above, and is presently contemplated to be the western half of an urban diamond interchange, or functionally similar design. Proffer '14.2.2. iii. Relocated I-Iilandale Road. 1. This will satisfy Glaize's proffered requirement to design and construct an extension of Hilandale Road from Crosspointe Boulevard extended in an easterly direction between the Phase I conlnlercial and residential devel- opillents as generally depicted on the GDP. (Points "I" to "IT' oil the GDP). Proffer '14.2.3. iv. Relocate an existing 20-inch water necessary to the foregoing 1III proveillents. Page 3 of 14 v. Improvements to U. S. ROLIte -11 to the west of I-81. 1. "Phis will satisfy Glaize's proffered requirement to design and construct an additional lane on southbound U.S. Route 11 between the interchange Tamp intersections with Route 37 as generally depicted on the GDP. (Points "A" to "B" on the GDP). b. The VDOT Phase I Improvements will accommodate the future Upgrade of the 1-81 Interchange to the ultimate interchange design as contemplated by the plans for the VDOT Please III Improvements as they have been identified in the Report. c. The Parties agree that if VDOT undertakes the construction of the VDOT Phase I Improvements as defined herein, all segments of Route 37 within Crosspointe will be constructed in accordance with VDOT GS-"I standards, as a 1111lited access rural principal arterial, and in the location identified by VDOT in final plans. The horizontal and vertical alignment will be agreed to by VDOT, Glaize, and the County as part of the alignment study currently being conducted b}, VDOT. d. If Route 37 is at any time re-classified as a parkway or boulevard -style roadway, Glaize will mirror VDOT's construction standards for such reclassified roadway for any extension of Route 37 within the property. e. Prior to the co111I11encement of any of the work required for the VDOT Phase I improvements, VDOT shall obtain all funning, approvals, and permits as required for the those Improvements (including permission for any off -site work that may be associated with the Improvements, and any additional costs and permits for road construction that it may undertake) from the appropriate local, state, and federal authorities. Page 4 of 14 f. VDOT shall prepare and obtain approval of all necessary Environmental Assessments or Environmental Impact Statements, or supplementations or revisions thereto including, but not limited to, the CUItUral and historic resource anal)'ses necessary for compliance with the National Historic Preservation Act for the VDOT improvements within the Crosspointe property as described above Under item 2.: VDOT's Obligations, and as described below Under item 3.: Glaize's Obligations. This shall be done prior to the commencement of the MOT Phase I Improvements, and the other work contemplated herein. Any environmental item(s) required for the work proposed Under Item 3. Glaize's Obligations, as to which VDOT lacks the authority to obtain and transfer to a third part),, will be Glaize's responsibility to obtain ill its name. g. VDOT agrees that for the purposes of future TIAs that may be required for Crosspointe, Glaize shall have no further responsibility for improvements to the 310 Interchange. Glaize, VDOT, and the County will enter a "scoping" agreement for future TIAs prior to construction of the Crosspointe Phase I and such scoping agreement will identify the roads and intersections to be analyzed. This scoping agreement shall be used for all TIAs that may be required in connection with the development. Any impacts identified outside the project limits shall be the responsibility of others. 3. Glaize's Obligations. a. Glaize will amend the Crosspointe Master Development Plan ("MDP") to reflect construction Of ROUte 37 to include two, three -lane, bridges across Tasker Road and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements -IIICI the construction of Route 37 through the property. It is Understood that VDOT will construct the interim improvements as described in Paragraph 2, above, bUt that Glaize shall const-uct one three lane bridge at Tasker Road and a portion of the Urban interchange at Warrior Drive in COIItOrlllity with the timing requirements currently established in the applicable Crosspointe Proffers consistent Nwith the ultimate plan for Route 37, as set out in the Report and prior to the issuance of the first occupancy permit for Crosspointe Phase Il or when required by any amended Proffer accepted by the County. b. Should funding required for construction of the Phase I Improvements as set forth herein not be or become available, VDOT shall retain its rights to comment oil any modified road plan submissions that Glaize may make to accommodate such Changed Cll-CllIllstances. Page 5 of 7 4 c. Glaize will construct the second three -land bridge over Tasker Road in conformity with the tinting requirements currently established in the applicable Crosspointe Proffers consistent with the ultimate plan for ROLitc 37, as set OLlt in the Report and prior to the issuance of the first ocCLlpancy perIllit for Crosspointe Phase III, to include construction of the second, two-lane segment of Route 37 from Tasker Road to Warrior Drive, and the renlallling portion of the urban interchange at Warrior Drive. d. Glaize shall remove the interim off -ramps at Tasker Road and Route 37 within two months following the date when (a) a Traffic Impact Analysis ("TIA") is approved that demonstrates they are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe after completion of the western half of the interchange at Warrior Drive, or (b) when an off -site connection is made to Route 522 to the cast, or to properties to the north or south by means of an extended Warrior Drive, �,vltichcver first occurs, and in either case (c) the development of Crosspointe has commenced. Tile two month removal window will be within the normal construction months of April through October and the work may Carry over into a subsequent construction season if the entire t\vo month tine frame is not available in the construction season that the work commences. The interim ramp right-of-way at Tasker Road will be re -conveyed to Glai•rc upon the satisfactory removal of the interim Tasker ramps by Glaize and final inspection by VDOT. c. Glaize will dedicate all of the right-of-way on its property needed for the VDOT Phase I and III Improvements at no cost to VDOT, regardless whether such dedication was previously proffered. f. Glaize will further dedicate the right-of-way for I-lilandale and relocated "Tasker Roads, and the temporary, VDOT-installed, connection of ROLIte 37 to Tasker Road, also at no cost to VDOT. g. Such dedications will include any additional water, slope, drainage, or temporary COFIStrLlCt1011 eaSCInClttS that may be required. Page 6 of '14 h. Actual conveyance of these interests will be based on a mtntually- agrecable final design and shall be made within 30 days of written request therefor from VDOT with respect to any segment of the VDOT Phase I Improvements as to which VDOT is prepared to issue a Notice to Proceed. VDOT shall prepare the necessary plats and deeds, subject to Glaize's review and comment. All of the dedicated right-of-way not needed for VDOT's permanent improvements to the 310 Interchange will revert to Glaize after construction of those permanent improvements is complete and accepted, or any additional portions of Rotate 37 within the Property outside of those improvements are accepted, for oNvnership, operation, and maintenance. i. Glaize will retain the obligation to construct those transportation improvements not otherwise a part of the VDOT Phase I Improvements as set forth herein, consistent xvith the requirements of the Proffers for Crosspointe, as t11(2y may currently provide or as they may hereafter be amended. A cop), of the Proffers as approved in connection with Rezoning '13-03 is attached hereto and incorporated herein by reference. 4. Consent to Design Plans: Where the Parties must agree as to a road design, none shall unreasonably withhold, delay, or refuse its consent. 5. Procedures for compliance with historic preservation requirements: a. VDOT agrees that in accordance with the 1999 Memorandum of Agreement (IV1OA) between the Federal Highivay Administration, VDOT, Frederick County, and the State Historic Preservation Officer, VDOT will develop landscaping plans and install such landscaping to reduce the visual impact of the interchange on the Hilandale House. VDOT will coordinate the review of the landscaping plan with the Virginia Department of Historic Resources. b. Glaize agrees that as provided in Proffet'15 and the referenced 1999 N1OA, it will develop and implement a treatment plan to mitigate the effects of the construction of Route 37 and Warrior Drive on the Hilandale Earthwork and the site of Camp Russell. SLncll treatment plan will conform to the requirements and specifications identified it, the 1999 MOA. VDOT will assist in the coordination, review, and approval of the treatment plan with VDI-IR. Page 7 of 14 6. Non -Ownership of Facilities by Others: This Agreement shall not create or establish any o",nerslllp in ally part of the MOT systems in any person or entity other than the Commonwealth of Virginia. 7. Governing Law; Venue: This Agreement shall be construed and performed in accordance with the laNvs of the Conlnlonwealth of Virginia, 41'itllOLIt refel'ence to conflict of law principles. hesolLlti011 Of ally OLItStanding claims, COLtlltel-ClaII11S, dlspLltes aIld other platters arising out Of, or in connection with, this Agreement shall be decided in a COurt of competent jurisdiction in the Coll mon,,vealtll of Virginia. 8. Entire Agreement: This Agreement constitutes the entire agreement beh-veerl the Parties relating to its subject platter, and supersedes all prior and contemporaneous written or verbal agreeineilts Of the Parties Ill connection herewith. 9. Waiver Not Continuing: The waiver by either Party of any failure on the part of the other Party to perform an)' of its obllgat1011S under this Agreement shall not be construed as a waiver of any future Ol' contuuLing failure or failLlrcS, whether similar or dissimilar thereto. 10. No Third -Party Beneficiaries: Except to the extent that obligations or responsibilities play be assigned in accordance \vitll this Agreement, the benefits of this Agreement shall inure solely to the Parties hereto, and llotlling Contained Ilerelll Is Intended to, or shall, confer upon ally person not a party hereto any rights, benefits or remedies of any natLLl•c �vllatsoever under, or by reason of, this Agreement. Page 8 of 14 11. Successors and Assigns; Covenants Running with the Land: All the terms, covenants, provisions and conditions of this Agreement shall be binding upon any successors in title to the Property and are covenants running with the land. The terms, covenants, provisions and conditions of this Agreement shall not be severable from the Property or separately assignable by either Party. Glaize may not assign any portion of this Agreement without the express written consent of VDOT, such consent not to be unreasonably withheld. This Agreement or a Memorandum thereof may be recorded in the Land Records of Frederick County. 12. Termination, Default and Remedies: a. If either Glaize or VDOT materially breaches any of the provisions set out in this Agreement, or fails to observe or perform any of their respective obligations hereunder that materially affect the non -defaulting Party's rights under this Agreement, any Stich breach or failure shall constitute an event of default, provided, hog -\,ever, that it shall not be such an event unless and until the non -defaulting Party leas given the defaulting Party written notice specifying the nattri-e of shell breach or failure, and, wit111n thirty (30) days after receipt of such notice, the defaulting Party fails to cure such breach or failure-. Provided, further, however, that if such ctu•e cannot be reasonably completed within the thirty (30) day period, then the 30-day period will be extended by LIP to sixty (60) additional days, so long as the defaulting Party diligently takes steps to dire the breach or failure, and keeps the non -defaulting Party promptly and fully informed about its progress in effectuating the cure. b. If an event of default by Glaize occurs, VDOT shall have the right to terminate this Agreement as of the expiration of the 30-day period (or applicable longer period) provided in subparagraph a. above. If MOT elects to terminate tills Agreement, MOT shall have no further obligation or duty to Glaize. c. If an event of default by MOT occurs, Glaize's sole remedy shall be to terminate this Agreement and upon any sucl-i termination by Glaize MOT shall have no further obligation or duty to Glaize under this Agreement. d. In the event that this Agreement is terminated by either party prior to the completion of the Interchange Improvements, the Zoning Administrator's certification herein shall be deemed withdrawn, and Glaize's obligations under the Proffers shall remain in effect. Page 9 of 14 13. Modifications: No modification to this Agreement shall be binding on either Party unless it shall be in writing and signed by the duly authorized representatives of all Parties. 14. Notices: All notices to be sent in connection with this Agreement shall be in writing, shall be delivered either by hand or by mail, and shall be deemed sufficiently given xviien actually received by the other Parties notified or when mailed, if mailed by certified or registered mail, postage prepaid, addressed to the other Parties at their respective addresses stated below. Each Party may, by notice to the ether Parties given in the manner provided for herein, change his or its address for receiving such notices. Address for notices to Glaize: Glaize Developments, Inc., a Virginia corporation. Attn: Ivlr. J. P. Carl- P.O. Box 888 Winchester, Virginia 22604 With a copy to: Walsh, COILIcci, L.ubeley, Emrich & Walsh, PC Attn: Mr. John H. Foote, Esquire 4310 Prince William Parkway, Suite 300 Prince William, Virginia 22192 Address for notices to VDOT: Virginia Department of Transportation Attn: Jeff Lineberry Transportation and Land Use Director 8'1 1 Commerce Road Staunton, Virginia 24401-9029 Page 10 of 14 Address for notices to the County: Board of Supervisors of Frederick County, Virginia Attn: County Administrator 107 N. Kent Street Winchester, VA 22601-5000 15. Zoning Administrator Concurrence. a. The Zoning Administrator of Frederick County is joined to this Agreement for the purpose of Confirming, as a formal determination, that construction of these improvements, whether by VDOT or Glaize, will satisfy proffered road ConstrUCtioil improvements as preconditions to the initiation of the development of Crosspointe Phase I, and that the amendments to the MDP referenced in Paragraph 3 (a) above will be consistent with the approved rezoning for Crosspointe. b. The Iv1DP, previously approved by the County upon condition that MOT is satisfied, will also be deemed to have received final approval upon execution hereof. IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement as of the day and year first above \written. (SIGNATURES APPEAR ON FOLLOWING PAGES1 Page 11 of 14 GLAIZE DEVELOPMENTS, INC. a Virginia corporation By: --1 0 COMIv10NWEAL"I'I-I OF VIRGINIA COUNTY OF FREDERICK The foregoing insh•ument was acknowledged before me this day of ma.,,, 12012, by J. P. Carr as Vice President of Glaize Devel- opments, Inc., authorized to execute this agreement on behalf of the firm. 0,,t, �, M -k� - Notary Public lvly Registration Number: i%,Iy Commission expires ^t \3 \ lZ o \2 Page 12 of 14 THE VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commonwealth of Virginia By:74 f_-, ! CON,IivtONWEALTI-I OF VIRGINIA COUNTY OF A�. (� c The foregoing instrument %vas acknowledged before me this day of 2012, byit, on behalf of the Virginia Department of Transportation. Lf notkd- C. IZ�, Notary Public Registration Number: 703��( L+ NIv Commission expires q-3o--1s Page 13 of 44 �S\P P. 0) PUBLIC REG WCOMMISSION PIRES ��'�; �FALT H OF ���••`• THE ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA ray: COMivIONWE�-PALTH OF VIRGINIA COUNTY OF�'f1szoh-P',� The foregoing instrument was acknowledged before me this 3k-d— day of ` " 2012, by�-yi as the Zoning Adm iistrator. NOTARY PUBLIC REGISTRATION k 138290 I Qp- COMMONWEALTH OF VIRGINIA Registration NLIl1l11C'1': MY COMMISSION EXPIRES AUGUST 31 . 2015 tviv Commission expires 442 #2170 PAUL M. HALDEMAN, ET UX TO: DEED OLAIZE DDVELOPIENT3; INC. *.._. ' iF iF iF-%-14'k iF iF-0E iE iF*-t if lk ii aF*#-%iF if if if iF lF%iF �M 14-1F iFif 0 BOOK 293 PACC 4421 - THIS DEED made and dated this 30th day of September, 1963, by and between Paul M. Haldeman and Marguerite 0, Haldeman, his wife, parties of the first part, and Glaize Developments Inc „ party of the second part. WITNESSETH: That for and in consideration of the sum of Ten Dollars ($10.00) cash in hand paid, and other good and valuable consideration, the receipt of all of which is hereby acknowledged, the said parties of the first j part do hereby grant, sell, and convey, with general warranty of title, unto the party of the second part, all of the following described tracts or parcels I of land, to -wit: j (1) All of that certain tract or parcel of land containing 317 acres, 3 roods and 18 quare poles, more or less, together with all improvements and appurtenances thereto belonging, commonly known as the Stiles Farm, lying and being situate about four miles South of Winchester, in Shawnee District, I Frederick County, Virginia, and being the same land that was conveyed to the said Paul M. Haldeman by Virginia Stiles by deed dated December 7, 1942, and of record in the Clark's Office of the Circuit Court of Frederick County, Virginia, in Deed Book No. 186, page 270. (2) All of that certain lot or parcel of land containing 0.92 acre, more or less, togethor with all rights, privileges and appurtenances thereto belonging, lying and being situate immediately Wast of, and adjacent to, the above described tract, about four miles South of Winchester, in Shawnee District, Frederick County, Virginia, adjoining Adams on the North, and Crawford on the South, and being the same land that was conveyed to the said Paul M. Haldeman by Francis R. Crawford at al, by deed dated June 25, 1963, and I of record in the aforesaid Clerk's Office in Deed Book No. 290, page 601. The aforesaid grantors covenant that they have the right to convey the said land to the aforesaid grantee; that t:.e aforesaid grantee shall have quiet possession of the said land, free from all encumbrances; that they have done no act to encumber the said land; and that they will execute such further assurances of the said land as may be requisite. Witness the following signatures and seals./ \ _uu�r�.c,��;l'_�..�°-�"1,X�11✓'Wl (Seal) /'r I 1 I I c I' t 6COR 2913 PaL 443 I II II 11 q State df Virginia County of Frederick, to -wit: / I, /(t �C bee r� 4 Gf C , a Notary Public in and for the County of Frederick, in the State of Virginia, do hereby certify that Paul M. Haldeman and Marguerite C. Haldeman, his wife, whose names are signed to the foregoing writing bearing date of September 30th, 1963, have personally appeared before me, in my county aforesaid, and acknowledged the same. Given under my hand this % Z_ day of October, 1963. My commission expires - CC•ccG= ��/ l �O� i otary Public WRCANIR FREDERICK COUNTY, SCi. �� intru of writing wai produced b me an this day of arul wllh wrt'`' to of atkwwbdgment thereto annexed was admitted r e.eoed � Clerk i II .I 0 1b4D c 0 N co p o w o m N o X 6) o o +J o W TA v O O U W q A 0 .rl 4J m sa e ro Ul 9 0 U HARRISON R JOHNSTON ATTORNEYS AT LAW YANCFESTER. VIRGINIA BK896PG 1 81 9 THIS DEED, made this "' day of February, 1998, by and between ELEANOR J. BURLESON, of the one part, hereinafter called the Grantor, and GLAIZE DEVELOPMENTS, INCORPORATED, a Virginia corporation, of the other part, hereinafter called the Grantee. WITNESSETH: That for and in consideration of the sum of Ten Dollars ($10.00), cash in hand paid and other valuable consideration, receipt whereof is hereby acknowledged, the Grantor does grant and convey, with General Warranty and with English Covenants of Title as to Parcels One, Two and Three, and by quitclaim as to Parcel Four, unto the Grantee, in fee simple, all those four (4) certain lots or parcels of land, together with the improvements thereon and the appurtenances thereunto belonging, lying and being situate in Shawnee Magisterial District, Frederick County, Virginia, described as follows: Parcel One: That certain tract of land located immediately east of and adjacent to Virginia State Routes 642 and 847 containing 135.16 acres, more or less (Tax Map Parcel 75-A-90 as shown on current 1997 Frederick County Tax Maps). Parcel Two: That certain tract of land located immediately east of and contiguous with Parcel One above, containing 104 acres, more or less (Tax Map Parcel 75-A-96 as shown on current 1997 Frederick County Tax Maps). Parcel Three: That certain tract of land located immediately east of and contiguous with Parcel Two above, containing 3 acres, more or less (Tax Map Parcel 75-A-95 as shown on current 1997 Frederick County Tax Maps). Parcel Four: That certain tract of land located immediately north of and contiguous with Parcel One above, containing 3.95 acres, more or less (Tax 0 • IARRISON 6 JOHNSTON ATTORNEYS AT LAN Nrip1ESTER. M RGMEA BK896PG 1 820 Map Parcel 75-A-91 as shown on current 1997 Frederick County Tax Maps). The above parcels are the same property acquired by the Grantor herein by the following: (1) 2/3 interest by will of Louisa M. Crawford, recorded in the Office of the Clerk of the Circuit- Court of Frederick County, Virginia, in Will Book 88 at Page 739. (2) 1/3 interest by will of Eleanor C. Jackson, recorded in the aforesaid Clerk's Office in Will Book 80 at Page 593. (3) deed from Louisa Morrow Crawford to Eleanor C. Jackson, Louisa M. Crawford and Francis R. Crawford, recorded in the aforesaid Clerk's Office in Deed Book 193 at Page 587 (104 acres). (4) will of C. Grattan Crawford, recorded in the aforesaid Clerk's Office in Will Book 56 at Page 121. (5) deed from Frank Baldwin Crawford to C. Grattan Crawford, recorded in the aforesaid Clerk's Office in Deed Book 186 at Page 362 (3 acres). (6) deed of partition from Frank B. Crawford to C. Grattan Crawford, recorded in the aforesaid Clerk's Office in Deed Book 131 at Page 290 (154 acres, 3 roods, 2 poles and 40' right of way subsequently conveyed as noted in (5) above. (7) deed recorded in the aforesaid Clerk's Office in Deed Book 227 at Page 575, less any off -conveyances from the parcel described in Deed Book 227 at Page 575. It is the intent of the Grantor herein to convey any and all of her interest in real estate located east of Interstate 81 in Frederick County, Virginia. Reference is hereby made to the aforesaid instruments for a more particular description of the property herein conveyed. This conveyance is made subject to all easements, rights -2- 0 • tARRISON 6 JOHNSTON ATTORNEYS AT LAW W HOIESTER. VIRGINIA OK896PG 1 821 of way and restrictions of record affecting the subject property. WITNESS the following signature and seal: Qo n,_dX � • ^s'r-�I �(SEAL) Eleanor Burleson STATE OF VIRGINIA AT LARGE CITY OF WINCHESTER, To -wit: The foregoing instrument was acknowledged before me this Cn day of February, 1998, by Eleanor J. Burleson. My commission expires //k-117 9 •'�-/mot-u / / 1.'ru-r61G�� Notary Public' nl_°I:cRICK COUNTY, SC f. rt 4I ril 0 v:as ducod m op_ th,(�m (c allitltato of acknowled8menl thorelo annea•.d to record. tax Imposad by Soo. 58.1.002 of .#nd 58.1.801 have boon paid,11 assessable. Clark -3- \\ 0 ly HARRISON a JOHNSTON ATTORNEYS AT LAW WW-4ESTER NRGW A THIS DEED, made thi ay of 2002, by and between SHIHO, INC., a Virginia Corporation, of the first part, hereinafter referred to as Grantor, and GLAIZE DEVELOPMENTS, INC., a Virginia Corporation, of the other part, hereinafter called the Grantee. WITNESSETH: That for and in consideration of the sum of Ten Dollars ($10.00), cash in hand paid and other valuable consideration, receipt whereof is hereby acknowledged, the Grantor does grant and convey, with General Warranty and with English Covenants of Title, unto the Grantee, in fee simple, together with all rights, rights of way, privileges and appurtenances thereto belonging, all of that certain lot or parcel of land, lying and being situate in Shawnee Magisterial District, Frederick County, Virginia, containing 90.7197 acres, more or less, being the aggregate of those certain parcels of land, one parcel containing 77.4709 acres, (TAX MAP NO. 75-A-89) as more particularly described by the plat of P. Duane Brown, L.S., dated January 2, 1997 of record in Deed Book 879 at Page 594; being the major portion of land which was conveyed to the Grantor herein by deed recorded In Deed Book 652 at Page 648; and the other parcel containing 13.2488 acres (TAX MAP NO. 75-A-89A) which parcel is adjacent to the aforedescribed parcel and being the same property which was conveyed to the Grantor herein by deed from American Holdings, Inc., dated September 2, 1994 and recorded in the aforesaid Clerk's office in Deed Book 827 at Page 17. Reference is hereby made to the aforesaid instruments, and to the references therein contained, for a further and more particular description of the property herein conveyed. This conveyance is made subject to all easements, rights of way and restrictions of record, if any, affecting the subject property. oo Iv 110 Q0 WITNESS the following signature and seal: SHIHO, INC., A Virginia Corpo n By i -,(SEAL) David B� ay res dent STATE OF VIRGINIA AT LARGE CITY OF WINCHESTER, To -wit: The foregoing instrument was acknowledged before me thl% day of , 2002, by David B. Holliday, as President of Shiho, Inc., a Virginia Corporation, on behalf of said corporation. My commission expires / -3 I L Notary Public VIRGINIA: FREDERICK COUNTY, SCI'. This instt ume'nnt�of wrriitiingg was produaxi to me on �* `= at , and with ccrificatc of admowledgemcnt (hereto ann ed was admitted to record. Ta irupou:d by Sec, 58.1-802 of SIQ_2_5� , and 58.1.801 have been paid, If assessable HARRISON d JOHNSTON ATTORNEYS AT LAW %YACHESTEA,VRGINN Fntrlcnck Home [ I ccf�.�l ic►� cm m(y Virginia t..,, ,if� Pay/Lookup Taxes Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous 2015 REAL ESTATE Dept/Ticketl/ RE2015 / 138830002 Frequency 2 Supplementll 0 Name GLAIZE DEVELOPMENT INC Map/1 75 A 94 Aecountll 8024157 Name 2 Bill Date 04/14/2015 Acreage Address PO BOX 888 Due Date 12/07/2015 Improvements Desc 318.00 ACRES Land Value WINCHESTER VA Zip 22604 888 Penalty Paid Original Bill S9,703.68 $0.00 Interest Paid $0.00 Current Payment Status Payments Principle Balance Due Penalty ($9,703.68) $0.00 Transaction Ilistory Date Type Transaction/1 4/14/2015 Charge 0 11/30/2015 Principle Paid 28261 Previous Land Use Minerals 318.000 $0.00 $3,465,600.00 $0.00 $0.00 Last Transaction Date 11/30/2015 Interest Balance Due $0.00 S0.00 $0.00 Amount Balance S9,703.68 S9,703.68 ($9,703.68) $0.00 • • Fretlenckllnmc r'rc icria cOl.lwy Virginia /_,I Pay/Lookup "fazes Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous 2015 REAL ESTATE Dept/Ticket# RE2015 / 138920002 Frequency 2 Supplement// 0 Name GLAIZE DEVELOPMENTS INC Map# 75 A 89 Account/1 8024151 Name 2 Bill Date 04/14/2015 Acreage Address PO BOX 888 Due Date 12/07/2015 Improvements Desc 74.73 ACRES Land Value WINCHESTER VA Zip 22604 888 Penalty Paid $0.00 Original Bill S3,726.24 Date 4/14/2015 11 /30/2015 Payments ($3,726.24) Interest Paid $0.00 Current Payment Status Principle Balance Due Penalty $ 0.00 Land Use Minerals 74.730 $0.00 $1,330,800.00 $0.00 $0.00 Last Transaction Date 11/30/2015 Interest Balance Due $0.00 $0.00 $0.00 Transaction flistory Type "transaction# Amount Balance Charge 0 $3,726.24 $3,726.24 Principle Paid 28261 ($3,726.24) $0.00 Previous I • • Fredenckllnmc I'l-CdCI-ICk COUll[y' Virginia Pay/Lookup Taxes Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous i 2015 REAL ESTATE DepuTicket# RE2015/ 138930002 Frequency 2 Supplement/E 0 Name GLAIZE DEVELOPMENTS INC Mapl/ 75 A 89A Accounts/ 8032012 Name 2 Bill Date 04/14/2015 Acreage Address PO BOX 888 Due Date 12/07/2015 Improvements Desc 13.25 ACRES Land Value WINCHESTER VA Zip 22604 888 Penalty Paid Original Bill S727.44 $0.00 Interest Paid $0.00 Current Payment Status Payments Principle Balance Due Penalty ($727.44) $0.00 $0.00 Transaction History Date Type Transaction# 4/14/2015 Charge 0 11/30/2015 Principle Paid 28261 Previous Land Use Minerals Last Transaction Date 11/30/2015 Interest Amount $727.44 ($727.44) 13.250 $0.00 $259,800.00 $0.00 $0.00 Balance Due $0.00 $0.00 Balance j $727.44 j $0.00 i i Fredencktlnmc t rc&rlci. comity Virginia ,,, 11 fq< flay/Lookup Taxes Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous j 2015 REAL ESTATE Dept/Ticket# RE2015 / 138940002 Frequency 2 Supplement// 0 Name GLAIZE DEVELOPMENTS INC Map/i 75 A 90 Account# 8024152 Name 2 Bill Date 04/14/2015 Acreage Address PO BOX 888 Due Date 12/07/2015 Improvements Desc 135.16 ACRES Land Value WINCHESTER VA Zip 22604 888 Penalty Paid Original Bill S5,505.64 Date 4/14/2015 11/30/2015 Land Use Minerals 135.160 $171,900.00 $1,794,400.00 $0.00 $0.00 $0.00 Interest Paid $0.00 Last Transaction Date 11/3012015 Current Payment Status Payments Principle Balance Due Penalty Interest Balance Due ($5,505.64) $0.00 $0.00 S0.00 $0.00 Transaction Itistory Type Transaction# Amount Balance Charge 0 $5,505.64 $5,505.64 Principle Paid 28261 ($5,505.64) $0.00 Previous Fredenck I Ionic r,ru(ic ici\ county Virginia Pay/Lookup Taxes Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous I 2015 REAL ESTATE Dept/Ticked/ RE2015 / 138950002 Frequency 2 Supplement// 0 Name GLAIZE DEVELOPMENTS INC Map# 75 A 91 Accountil 8024154 Name 2 Bill Date 04/14/2015 Acreage Address PO BOX 888 Due Date 12/07/2015 Improvements Desc 3.95 ACRES Land Value WINCHESTER VA Zip 22604 888 Penalty Paid Original Bill $221.20 $0.00 Interest Paid $0.00 Current Payment Status Payments Principle Balance Due Penalty ($221.20) $0.00 Transaction history Date Type Transactionll 4/14/2015 Charge 0 11/30/2015 Principle Paid 28261 Previous Land Use Minerals 3.950 $0.00 $79,000.00 $0.00 $0.00 Last Transaction Date 11/30/2015 Interest Balance Due $0.00 $0.00 $0.00 i Amount Balance $221.20 $221.20 ($221.20) $0.00 Frc(icnckIlUmc -��'l lCi< cOl ntv Virginia 11![ -u lilt l.V' Pay/Lookup Taxes Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous 1 2015 REAL ESTATE Dept/Ticketll RE2015 / 138960002 Frequency 2 Supplement/1 0 Name GLAIZE DEVELOPMENTS INC Mapil 75 A 95 Account/1 8024158 Name 2 Bill Date 04/14/2015 Acreage Address PO BOX 888 Due Date 12/07/2015 Improvements Dese 3.00 ACRES Land Value WINCHESTER VA Zip 22604 888 Penalty Paid Original Bill S1S7.36 Date 4/14/2015 11 /30/2015 $0.00 Interest Paid $0.00 Current Payment Status Payments Principle Balance Due Penally ($157.36) $0.00 Transaction Ilistory Type Transaction# Charge 0 Principle Paid 28261 Previous Land Use Minerals 3.000 $0.00 $56,200.00 $0.00 $0.00 Last Transaction Date 11/30/2015 Interest Balance Due $0.00 $0.00 $0.00 Amount Balance $157.36 $157.36 (S157.36) $0.00 0 county Virginia Fredcrickllmnc Pay/Lookup 'Faxes Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous i 2015 REAL ESTATE Dept/Ticket# RE2015 / 138970002 Frequency 2 Supplement/1 0 Name GLAIZE DEVELOPMENTS INC Map# 75 A 96 Accounts/ 8024159 Name 2 Bill Date 04/14/2015 Acreage 104.000 Address PO BOX 888 Due Date 12/07/2015 Improvements $0.00 Desc 104.00 ACRES Land Value $1,004,400.00 WINCHESTER VA Land Use $0.00 Zip 22604 888 Minerals $0.00 Penalty Paid $0.00 Interest Paid $0.00 Last Transaction Date 11/30/2015 Current Payment Status Original Bill Payments Principle Balance Due Penalty Interest Balance Due S2,812.32 ($2,812.32) $0.00 $0.00 $0.00 $0.00 Transaction history 1 Date Type Transaction# Amount Balance 4/14/2015 Charge 0 S2,812.32 S2,812.32 11/30/2015 Principle Paid 28261 (S2,812.32) $0.00 , Previous , FredcncklIonic i'lt C1�I1C�\ comity Virginia I..,, >>(� /,r I'ay/Lookilp hates Payment Home Personal Property Real Estate Dog Tags Pay Parking Violation Other Payments ShoppingCart(0) Pin Options Change Email Real Estate Ticket Detail Previous 2015 REAL ESTATE Dept/Ticket// RE2015 / 138760002 Frequency 2 Supplement// 0 Name GLAIZE DEVELOPMENT CORP Map// 75 A 92 Account# 8024155 Name 2 Bill Date 04/14/2015 Acreage Address PO BOX 888 Due Date 12/07/2015 Improvements Desc .92 ACRE Land Value WINCHESTER VA Zip 22604 888 Penalty Paid Original Bill $S1.52 Date 4/14/2015 11 /30/2015 $0.00 Interest Paid $0.00 Current Payment Status Payments Principle Balance Due Penalty ($51.52) $0.00 $0.00 Transaction History Type Transaction# Charge 0 Principle Paid 28261 Previous Land Use Minerals Last Transaction Date 11/30/2015 0.920 $0.00 $18,400.00 $0.00 $0.00 Interest Balance Due $0.00 $0.00 Amount Balance S51.52 S51.52 ($51.52) S0.00 0 CROSSPOINTE PROFFER CONDITION AMENDMENT IMPACT ANALYSIS STATEMENT December 2015 The following is a summary of the principal impacts of the proposed proffer condition amendment for Crosspointe (the "Property"). The Property comprises approximately 574 acres located immediately east of and adjacent to the 1-81 Exit 310 and Route 37, and is owned by Glaize Developments, Incorporated ("Glaize"). Under the existing proffers for the Property, approved by the Frederick County Board of Supervisors on February 11, 2004, as RZ #13-03 (the "2004 Rezoning"), development of the Property is to consist of a combination of B2 (General Commercial) and RP (Residential Performance) zoning to provide for up 1,578 dwelling units, and up to 960,000 square feet of commercial uses. The proposed proffer condition amendment seeks only to adjust the locations of the B2 and RP zoning boundaries, to provide for not more than the same 1,578 dwelling units previously authorized, and a revised total of 1,088,000 square feet of commercial uses. It shifts the location of previously planned commercial development, and eliminates a requirement that a number of the proposed dwelling units be age -restricted. These changes are detailed further below. Background As part of the existing proffers approved with the 2004 Rezoning, Crosspointe provided for a phased development plan to create a mixed -use project that took advantage of the key location of the Property. The overall plan of development approved in the 2004 Rezoning is attached as Exhibit A. As a principal element of the 2004 Rezoning, Glaize committed to the construction of Crosspointe Boulevard through the Property, to serve as the eastward extension of Route 37, as a boulevard style cross-section, with at -grade intersections at both Tasker Road and Warrior Drive. These commitments were consistent with the long range transportation plans in force at the time. After the 2004 Rezoning was accomplished, the Virginia Department of Transportation (VDOT) expressed renewed interest in pursuing the extension of Route 37 through the Property not as a boulevard but as a limited access arterial roadway. It approached Glaize and sought its cooperation in the advancement of that roadway to include the dedication of the necessary rights -of -way for the extension of Route 37 through the Property, and for the first phase of the reconstruction of the 310 Interchange. On May 7, 2012, VDOT and Glaize, with the concurrence of the County's Zoning Administrator, executed the Three Party Agreement attached hereto as Exhibit B. That Agreement was a comprehensive contract between and among the parties providing for cooperation in connection 0 0 with the construction of major improvements to the 310 Interchange, including Glaize's commitment to dedication of necessary right-of-way. It was most significantly agreed by the parties that the improvements VDOT is presently building as its Phase 1 of the reconstruction of the Interchange (separate and apart from Crosspointe's development Phase 1), constitute satisfaction of Glaize's proffered Phase I road improvements under the 2004 Rezoning. The County Zoning Administrator's concurrence in the Three Party Agreement is a binding determination to that effect. Among other things, the road improvements proffered in the 2004 Rezoning, and contemplated by the Three Party Agreement, provide that access to the Property is to be provided initially by means of temporary ramps at Tasker Road. That Agreement, and the Approved proffers, however, envision the ultimate replacement of the at -grade intersections of Crosspointe Boulevard with Tasker Road and Warrior Drive with a grade separated Route 37. Long term access to the Property is to be provided by a permanent interchange at Warrior Drive and the removal of the temporary ramps when the Warrior Drive interchange is complete. Proposed Modifications The original Rezoning has held up well with the passage of time. Despite this, there have been changes that justify modest modifications to the approved proffers. The proposed proffer amendment remains substantially consistent with the 2004 Rezoning and it continues to honor the Three Party Agreement and changes in the planned road network serving the area that have occurred since that Rezoning. It has been almost twelve years since the 2004 Rezoning was approved, and the country has suffered through the Great Recession. As the economy has emerged from this dramatic downturn, it has become apparent that the original location of some portion of the commercial land areas is too far from essential access and visibility from Interstate 81 and Route 37. The changes proposed in this application would permit the relocation of some previously approved commercial uses (that could have been built on the already approved road network), and an increase of 128,000 square feet of additional commercial floor area in Crosspointe's Phase II. Further, the 2004 Rezoning provided for up to 1,578 dwelling units of which 200 were proffered as age -restricted units. Although the total number of homes would remain the same under the proffer condition amendment, the 200 units now may be market rate dwellings. Glaize believes that the nature of those units should be dictated by market conditions when construction of the project commences. Impact Analysis Statement — Crosspointe 2 • Glaize believes that the additional commercial area planned for the project will offset impacts to capital facilities caused by the residential development. Consistently with the 2004 Rezoning, the proffer condition amendment as shown on the revised Generalized Development Plan continues to provide for transportation improvements in three phases as depicted on the attached GDP. Phase I of the development under the existing zoning would permit up to 960,000 square feet of commercial uses and 938 dwelling units. In its review of the proposed proffer amendment, however, VDOT expressed concern, among other things, with the relocation of the commercial uses from the eastern side of the Property closer to 1-81, and its impact on the temporary ramps to Tasker Road. It sought an agreement from Glaize that would permit it to analyze the Level of Service of those ramps earlier than the development of the presently permitted square footage of commercial uses. In acknowledgement of the concerns expressed, Glaize has worked with VDOT and Frederick County Planning Staff to develop a phased road improvement approach that ensures the road network serving the site can function adequately. These changes are depicted on the revised Generalized Development Plan. The discussions among the parties have resolved these issues, and have led to a proffered requirement that a traffic impact study be completed by Glaize when commercial development has reached 370,000 square feet, to verify that the temporary ramps at Tasker Road continue to function adequately before development may proceed. If that temporary intersection does not so function, Glaize would either halt development, or undertake additional on -site improvements necessary to restore an appropriate Level of Service. Phase II of Crosspointe's land development would consist of an additional 128,000 square feet of commercial floor area and up to 340 additional dwelling units. Proffered road improvements associated with Phase II continue to be the extension of a two-lane section of Route 37 from the temporary interchange at Tasker Road to Warrior Drive, including construction of a three -lane bridge across Tasker Road, as a rural principal arterial road. The third lane of the bridge is to accommodate future Interchange improvements anticipated by VDOT Phase III of Crosspointe's land development would consist of an additional 300 dwelling units, and its Phase III road improvements continue to require completion of the remaining two-lane section of Route 37 from the temporary interchange at Tasker Road to Warrior Drive, including the construction of a second three -lane bridge, also across over Tasker Road. Phase III of Crosspointe cannot commence until Warrior Drive is either extended to intersect with Tasker Road south of the Property, or with Papermill Road north of the Property, or a traffic impact analysis is prepared by Glaize and approved by VDOT and Frederick County that justifies commencement of Phase III development with adequate Levels of Service on the road network. Impact Analysis Statement — Crosspointe 3 Consistently with the Three Party Agreement, the proffer condition amendment provides for the eventual removal of the temporary ramps at Tasker Road. It is Glaize's understanding that the language of the proposed amended proffers with respect to transportation is now satisfactory to both VDOT and County staff. In addition to the major points above, the proffer condition amendment maintains the monetary proffers approved with the 2004 Rezoning for County capital facilities. There is a proffer for a nine -acre reservation area within the Phase I commercial land bay for the placement of government services as the Frederick County Board of Supervisors may elect. As in the previously approved proffers, this provision is time limited and is effective for five years. Other commitments from the 2004 Rezoning have been carried through including development of a comprehensive trail network linking development land bays with historic park areas and stream corridors within the site. The historic park areas proposed within Crosspointe for the Hilandale House, Camp Russell, and Carysbrook Redoubt area remain consistent with those previously proffered. The only change to these proffers has reduced the preserved land area around the Hilandale House, a change that has been necessitated by the additional right-of- way VDOT required for completion of the 310 Interchange improvements. The expanded right-of-way needed does not impact the Hilandale House itself. This proposed proffer condition amendment seeks to modify the zoning boundaries to provide for an improved overall mixed use development that is consistent with the 2004 Rezoning while providing for commercial and residential uses in the areas that would be most desirable in the current market. By means of the proposed proffers, and the Three Party Agreement, Crosspointe advances not only the eventual development of the Property, but assures major transportation improvements at a critical location in Frederick County, providing for a development consistent with the County's long range transportation and land use plans. Revised Generalized Development Plan The revised generalized development plan depicting the proposed commercial and residential land bay boundaries, as they would be changed by this proffer condition amendment is attached as Exhibit C. Impact Analysis Statement — Crosspointe 4 h • • AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of the __V of (`flW, , 2012, by and betvveen GLAIZE DEVELOPMENTS, INCORPORATED., a Virginia corporation ("Glaire"), the VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commo"%\TaIth of Virgnlla, a public body politic 111LI corporate ('VDOT"), and the ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA (the "Zoning Administrator"). RECITALS: R-1. Glaize is the owner of certain property located in Frederick County, Virginia, known as the Crosspointe, and more specifically identified as Tax i\,lap Parcels 75-A-89, 89A, 91, 92,95), 96, and a portion of 75-A-90 and 75-A-94 on the Tax Maps of the County (the "Property"). R-2. \1-)01' is the Department of the Conllllonwealtl of Virginia charged with CollSt111Ctloll, opel'atioll, alld Illalntenance of file ULI'glllla State S}lst(_ Of highways. R-3. The Properly was reioncd for Conln)ercial and residential uses by the Irederick County Board of SLlpervisors by 1Zczoning 13-03 in 2003, to permit the development 017 the Property consistently with the Frederick County Zoning Ordinance Proffers accepted by the Board in connection with that Retuning (the "Proffers"). These proffered conditions include Glaize's obligations to make certain phased road inlprovenlents duping the course of devclopnlent of Crosspointc. R-4. Glaire and VDOT have engaged in detailed discussions regarding the po- tenlial responsibilities of the Parties in connection with the construction of major improvements to the 1-81 Exit No. 310 Interchange that VDOT pro- poSes to Undertake at tllilt 111te1'challge, illld as those improvements relate to the development of Crosspointc by Glaire Developments, Inc. R-5. VD0"1- has determined that if funds are available and allocated to the project, it intends to consh'uct extensive "Phase I" Improvements to the 310 interchange that will encompass road inlprovenlcnts that were proffered to be constructed in conjunction with Phase I of Crosspointc. Exhibit B R-6. In recognition of VDC)T's construction of the aforesaid improvellients, Glaize has stated its \rillirlgncss to Co operate With SLICII 111lprovelllelltS, to grant necessary rights -of -way, and to do other things to accommodate VDOT's project. R-7. For the purposes of this Agreement, the "MOT Phase I Inlprovenlellts" shall be those referenced in the "Interchange Modification Report for Interstate 81 and Route 37 Interchange, Frederick County, Virginia, \Milepost 310," revised February 16, 2007 (tile "Report"). Crosspointe Phase 1, II, and III refer to the phases of the Crosspointe development as it is identified in the Proffers. A copy of the Report is attached hereto and incorporated herein by reference. R-8. The Parties Wish to nlcrrlorialize their agreement Consistently with their discussions, and to set forth the mutual promises, obligations, and C01111111ti11elltS that eaCll Ilas Illade iYltll respect to the work described hei--ill. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth below and for other good and valuable Consideration, the receipt and suf ficiencv of \\.hick are hereby Conclusively acknowledged, Glaize and V'DOT (ea(7h referred to as a "Party„ and collectively „the Parties"), intending to be legally bound, hereby agree as follows: 1. Incorporation of Recitals: File Recitals above are incorporated in this agreeMellt as if fully set out here. 2. VDOT Obligations to the Collstl'llctlon of the Interchange Improvements. Page 2 of 14 0 0 a. In the event that VDOT elects to conlnlellce construction of the VDOT Phase l Improvements, then VDOT will assume, at its sole expense, all responsibility for the design and Construction of the following road II1lproyel1le11tS. TheSe improVClllellt5 include Certain improvements that have been heretofore proffered by Glaize but that VDOT intends to design and construct as set forth in the Recitals, above, and for the pLurposes of this Agreement collectively constitute the VDOT Phase I Illlproveillerlts: i. The Interstate 8I/Route 37 310 Interchange "Interim Improve- ments" in general Conformance with the Report. I. This will satisfy Glaize's proffered requirement to design and Construct an extension of Crosspointe l30ulevard in all easterly direction for 1,1()() feet as generally depicted on the GDP accepted in connection vvith Rezoning 13-03. (Points "E" to "G" on the GDI'); Proffer 14.2.1. ii. Relocated Tasker Road. 1. 'phis will satisfy Glaize's proffered requirerllent to design and construct a realigned intersection of Tasker Road \\•itll the extension of Crosspoinlc I301-llevard as generally depicted on the GDP. (Points 'T" to "G" to "H" to "J" on the GDP). VDOT will construct a temporary access to re- located Tasker Road and the extension of Rotltc 37 as part of subparagraph (2)(a)(1) above, and is presently Contelllplated to be the \western half of all Llrball diamond interchange, or functionally similar design. Proffer 14.2.2. iii. Relocated I-lilandalc Road. I. I his will satisfy Glaize's proffered requirement to design and construct all extension of 1--lilandale Road from Crosspointe Boulevard CXteIICICd in an easterly direction between the Phase I CUll mercial and residential devel- opments as generally depicted oil the GDP. (Points "I" to "I l," on the GDP). Proffer 14.2.3. iv. Relocate an existing 20-inch \eater neccs5ary to the foregoing I Ill p 1'o\'L'lllell tS. Page 3 of 14 • v. Improvements to U. S. RolitC T 1 to the west of I-51. 1. This will satisfy Glaize's proffered requirement to design and construct an additional lane on southbound U.S. Route I bets-vecn the interchange ramp intersections with Route 37 as generally depicted on the GDP. (Points "/V" to "B" on the GDP). I). The VDOT Phase I Improvements will acconlnlodate the future upgrade of the I-ISI II1teI-CIIaIIge to the ultimate interchange design as contemplated by the plans for the VDOT Phase III Improvements as they have been Identified in the Report. c. The Parties agree that if VDOT undertakes the constrtictioll of the VDOT Phase I IIll provenlcnts as defined herein, all segments of Route 37 within Crosspoinle will be constructed in accordance \with MOT GS-1 standards, as a 11lllltel{ access rural principal arterial, and in the location identified by VDOT in Iinal plans. -File horizontal and vertical alignment will be agreed to by VDOT, Glaire, and the Countv as part of the alignment study currently being conducted by VDOT. d. If Route 37 is at any time rc-classified as a parkway or boulevarci-style roadwav, Glaiie will mirror VDO"T's construction standards for such reclassified roadway for any extension of RoUtc 37 within the properly. e. Prior to the conlullencerllent of any of the VVOI-k required for the VDOT Phase I InlhI'ovellleits, VDO'T shall obtain all fUlldillg, approvals, and permits as required for the those hllprovenlents (including permission for any off -site work that nlav be associated with the III, provements, and any additional costs and permits for road construction that it play undertake) from the appropriate local, ~late, and federal authorities. Page 4 of 14 0 f. MOT shall prepare and obtain approval of all necessary Environmental Assessments or Environmental Impact Statements, or supplementations or revisions lheretO including, but not limited to, the cultural aild h1StOl'IC WSOL11-CC analVSeS llCCeSSa1- fOl' (7011111Ia11Ce with the National Historic Preservation Act for the MOT improvements wlthlll the C1'OSSpoiilte Property as described abOVe Lillder item 2.: VDOT's Obligations, and as described below Linder item 3.: Glaize's Obligations, This shall be done prior to the conlmencenlent of the VDOT Phase I Improvements, and the other work contemplated herein. Any environmental item(s) required for the work proposed under item }. Glaize's Obligations, as to which MOT lacks the authority to obtain and transfer to a third party, will be Glaize's responsibility to obtain in its naille. g. VDOT agrees that foi- the purposes of future TIAS that may be required for Crosspointe, Glaize shall have no further responsibility for improvements to the 310 Interchange. Glaize, VDOT, and the County will enter a "scoping„ agreement for future TIAs prior to construction of the Crosspointe Phase I and such scoping agrcenunt ��'iII identify the roads and intersections to be analyzed. This scoping agceerilent shall be used for all 1,IAs that may be required in connection with the development. Any impacts identified outside the project limits shell be the responsibility of others. 3. Glaize's Obligations. a. Glaize will amend the Crosspointe Master Development Plan ('N/IDP") to reflect construction of Route 37 to include tvvo, three -lane, bridges across I-asker Road and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the lnlpro%•cnlellts and the construction of Route 37 through the property. It is understood that VDOT will construct the interim improvements as described ill ['aragraph 2, above, but that Glaize shall const'uct one three lane bridge al 1 asker Road and a portion of tile r e Urban interchange at Warior Drive in conformity willl the timing cecluirenlents currently established in the applicable Crosspointe Proffers consistent with the ultimate plan for Route 37, as Set Out ill the Report aild pl'lol' to the 1S5Uallce Of the first occupancy permit for Crosspointe Phasc II or .when required b�, any amended ['coffer accepted by the County. h. Should funding regUil'ed fol- C011St-L1Ct1011 Of the Phase I Improvements as set forth herein not be or become available, MOT shall retain its rights to Clllllll ent Oil ally modified road plan SUbmiss1ons that Glaize may Intake to accommodate such changed Circumstances. Page 5 of 14 0 0 c. Glaize will construct the Second three -lane bridge over Tasker Road in conformity with the timing requirements currently established in the applicable Crosspointe Proffers consistent with the ultimate plan for Route 37, as set out in the Report and prior to the issuance of the first occupancy permit for Crosspointe Phase Ill, to include construction of the second, two-lane segment of ROLIte 37 from Tasker Road to Warrior Drive, and the remaining portion of the urban interchange at Warrior Drive. d. Glaize shall remove the interim off -ramps at "Masker Road and Route 37 within two months following the data when (a) a Traffic Impact Analysis (" TIA") is approved that demonstrates they are no loilgcr necessary for the safe movement of traffic on Route 37 and within Crosspointe after completion of the western half of the interchange at Warrior Drive, or (b) when an off -site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either case (c) the development of Crosspointe has commenced. The two month removal window \will be within the normal construction months of April through October and the work may carry over into a subsequent construction season if the entire two month time frame is not available in the construction season that the work commences. The interim ramp right -of -wily at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the interim Tasker ramps by Glaize and final inspection by VDOT. e. Glairc swill dedicate all of the right-ol-�� ��� on its property needed for the \/l)0T Phase I and Ill Improvements at no cost to VDOT, regardless whether such dedication was previously proffered. f. Glaire will further iledicatc the right-of-��ay for llilandale and relocated 'Masker Roads, and the temporary, VD01--installed, connection of Route 37 to Tasker Road, also at no cost to VDC)T. Such dedications will include any additional water, slope, drainage, or temporary construction casements that may be rcquned. Page 6 of 1 11- h. Actual conveyance of these interests will be based on a mutually - agreeable final design and shell be made within 30 days of written request therefor from VDOT with respect to any segnient of the VDOT Phase I Improvements as to which MOT is prepared to issue a Notice to Proceed. VDOT shell prepare the necessary plats and deccls, subject to Glaize's review and comment. All of the dedicated right-of-ivay not needed for VDOI" s permanent improvements to the 310 Interchange will revert to Glaize after construction of those permanent improvements is complete and accepted, or any additional portions of Route 37 within the Property outside of those improvements are accepted, for ownership, operation, and maintenance. i. Glaize will retain the obligation to construct those transportation improvements not otherwise a part of the VD0T Phase I Improvements as set forth herein, consistent with the requirements of the Proffers for Crosspointe, as they may currently provide or as they may hereafter be amended. A copy of the Proffers as approved in connection with Rezoning 13-03 is attached hereto and incorporated herein by reference. 4. Consent to Design Plans: Where the Parties must agree as to a road design, none shall Unreasonably withhold, delaV, or refuse its consent. 5. Procedures for compliance with historic preservation requirements: a. MOT agrees that in accordance with the 1999 MC111orandum of Agreement (IMOA) between the Federal Ilighvvay Adminishation, VDOT, Frederick County, and the Stale Ilistoric PI'eSCI-\'atloll Officer, VDOT will develop landscaping plans and install such landscaping to reduce the visual impact of the interchange on the I-lilanciale FIoLISC. MOT will coordinate the review of the landscaping plan with the Virginia Department of I-listoric Resources. b. Glaize agrees that as provided in Profferl5 and the referenced 1999 MOA, it will develop and ImplCment a treatment plan to mitigate the effects of the construction of Route 37 and Warrior Drive on the I-lilandale Earthwork and the site of Camp Russell. Such treatment plan will conform to the requirements and specifications identified in the 1999 MOA. VDOT will assist in the coordination, review, and approval of the treatment plan with VDI-IR. Page 7 of 14 6. Non -Ownership of Facilities by Others: 'Fills Agreement shall not CIVc Itc or establish any ownership ill any part of the MOT Systems in any person or entity other than the Comnlonwealth of Virginia. 7. Governing Law; Venue: This Agreement Shall be Constl.Llcd and Performed in accordance %vith the laws of the Commonwealth of Virginia, without reference to conflict of lav`1 principles. RCSOILItiOIl of any outstanding claims, COLMLcrclaims, disputes and ether nlatter5 Arising out of, or in connectiL>n with, this Agreement shall be decided ill a Court of Conlpetent jurisdiction in the Commonwealth of Virginia. S. Entire Agreement: ibis f\gl'eel7lent Constitutes the elltil'e agreement belbyeell the Parties relatillg to its subject matter, and supersedes all prlor and Coll teillPoralleoLls written or verbal agreements of the Parties ill colilleChOl Ilere�\'lth. 9. Waiver Not Continuing: The walvel. by either Party of any failure on the Part of the outer Party to perform ally ay of n its obligatios Linder this Agreement shall not be consh'ued as a 1\'alvel' of ally fLltLll"e 01' ColltlllLllllg failure or failures, whether similar or dissimilar thereto. 10. No Third -Party Beneficiaries: Except to the extent that obligations or responsibilities may be assigned in accordance with this Agreement, the benefits of this Agreement shall inure solely to the Parties hereto, and nothing Contained herein is intended to, or shall, confer upon any person not a party hereto any rights, benefits or rerlledics of any nature \vhatSOCver Llllder, 01- by reason of, this Agreement. Page 8 of 14 11. Successors and Assigns; Covenants Running with the Land: 1\11 the terms, covenants, provisions and conditions of this Agreement shill he hindlllg upon any successors in title to the Property and are covenants running with the lend. The terrlls, covenants, provisions and conditions of this \greenunt shall not be, severable from the Property or separately assignable by either Party. Glai•r.e may not assign any portion of this Agreement bvltIIOLIt the express written consent of VDOT, such consent not to be unreasonably withheld. This Agreenlent or a Vlenlorarlclum thereof may be recorded in the Land l:ecords of Frederick County. 12. Termination, Default and Remedies: a. If either Glaire or MOT materially breaches anv of the provisions set out in this Agreement, or fails to observe or Perform any of their respective obligations Ilel'elllldel' that materially affect the non -defaulting Party's rights under this Agreement, any such breach or failure shall constitute an event of default, provided, however, that it shall not be such an event unless and until the non -defaulting Party has given the defaulting Party written notice specifying the nature of such breach or failure, allcl, vvithin thirty (all) Clays after receipt of such notice, the defaulting Party falls to CLII'e SLlch bleach or fallLlre. Provided, further, however, that if such Cure cannot be reasonably completed within the thirty (30) day period, then the 30-day Period will be extended by uP to sixty (60) additional days, so Joni; as the defaulting Party diligently takes steps to cure the breach or fallUl'e, and keeps the non -defaulting Party promptly and fully informed about its Progress in effectuating the cure. h. If an event of default by Glaire occurs, MOT shall have the right to terminate this Agreenlent as of the expiration of the 30-clay period (or applicable longer Period) provided in subparagraph a. above. If VD0T elects to terminate this Agreement, MO(- shall have no further obligation or duty to Glaire. c. If an event of LiefaLlh by VDOT occurs, Glaiie's sole remedy shall be, to tel'llllnate this Agi'e(2IIIClIt alld LIPOII all)' SLICII termination by Glal"ze VDOT shall have Ito fLII"thel' obllgatloll 01' duty to Gla17e LIIIdCI' this Agreement. d. III the event that tills Agreement is terminated by either Party Prior to the Coillllletloll of till.' lntel-Challge III,,)I.oveillellfS, the lolling Administrator's Certification hcrceill Shall be cleell ed wlthdrabvi), and Glaize s obligations Under the Proffers shell remain in effect. Page 9 of 1-1 13. Modifications: No modification to this Agreement shall be binding on either Party unless it shall be in writing and signed by the duly authorized representatives of alt ParlleS. 14. Notices: All notices to be sent in connection with this Agreement shall be in writing, shall be delivered either by hand or by mail, and shall be deemed Sufficiently given vvilell actually received by the other Parties notified or when mailed, if mailed by certified or registered mail, postage prepaid, addressed to the other Parties at their respective addresses stated below. Each Party may, by notice to the other Parties given ill the Illanner provided for herein, change his or itS addreSS for receiving such notices. Address for notices to Claire: Gla1Le Developments, Inc., a Vlrglilla Colrporatloil. Attll: Mr. I. P. Carr 1-1.0. [fox 888 kVinchester, Virginia 22604 With a copy to: 1-VaISh, CoILIccl, LubeleV, Emrich & Walsh, PC Attn: Mr. John 1-1. Foote, Esquire -1310 Prince William Parkway, Suite 30tl Prince William, Virginia 22192 Address for notices to VDQT: Virginia Department oft ( 'a"ISporlatloll Attn: Leff Lineberry Transportation and Land Use Director 81 1 Commerce Road Staunton, Virginia 24401-9029 Page 10 of 14 Address for notices to the County: Board of Supervisors of Frederick County, Virginia Attu: County Administrator 107 N. Kent Street Winchester, VA 22601-5000 15. Zoning Administrator Concurrence. a. The Zoning Administrator of Frei{crick County is joined to this Agreen)ent tur the purpose of confirming, as a formal determination, that construction of these Improvements, whether by MOT or Glaiie, vvill satisfy protfered road construction improvements as preconditions to the initiation of the development of Crosspointe Phase I, and that the amendments to the MDP referenced in Paragraph 3 (a) above kwill be consistent with the approved 1'e%olllllg fol' Cr()5Sp(.)lllte. b. The MIDI), previously approved by the County upon coniiition that VDOI- is satisfied, will also be deemed to have received final approval upon execution Ilel'eof. IN WITNESS WHEREOF, the Parties Ilereto have made and executed this Agl'eemellt aS of the da\' alld Year first above written. [SIGNATURE_.S APPFAR ON FOLLOWING PAGFSj Page 11 of 14 GLAIZE DEVELOPMENTS, INC. a Virginia col•poratloll B y : CO�vI\IOXWL'AI.,"I'I-I OF VIRGINIA COUNTY OF FRFDFRICK The foregoing instrument was acknovvledgcd before me this r)f*1_ day mo—, J 2012, by j. P. Carr as Vicc President of Glaize Devel- opment�, 111c., authori-r.ed to execute this agreement on behalf of [lie firm. Notary Public \Iv Registration Number: $y \1v Commission expires Page 12 of 14 0 0 THE VIRGINIA DEPARTMENT OF TRANSPORTATION, an agency of the Commonwealth of Virginia By :---- COt'1\,IONWEAI."1 H OF VIRGINIA COUNTI' OF A-Y), I'lhe foregoing instrument was acknowledged before me this _ � day of i 1 iL2012, by �1.(— �-�0(S- 2 _ _ on behalf of the Vlrgllma Department of Transpol'tation. Registration NLIII L,el': 70��0<a \ v Commission expires Li i Notary Public ���.• NOTARY ., 0) PUBLIC REG. 7082664 W COMMISSION o : EKPIRES LT Page 13 of 14 THE ZONING ADMINISTRATOR OF FREDERICK COUNTY, VIRGINIA i Bv: il' 1001 COMMONWEALTH OF VIRGINIA COUNTYOF The foregoing instrument was acknowled ed -)efore me this j day of 2012, by`--YY as the Zoning Adm istrator. NOTARY PUBLIC REGISTRATION N 138290 Registration Number: - COMMONWEALTH OF XPIRESIA MY COMMISSION EXPIRES AUGUST 31.2015 My Commission expires _ _— Page 14 of 14 z w zLLJ w a Z i w�i Zwalk P ao��3@ to N to U Z w 0 I'M& 1 J ao s.".4mv VIM I OF f Exhibit C Pennon" PENNONI ASSOCIATES INC. CONSULTING ENGINEERS January 27, 2016 Michael Ruddy, AICP Deputy Director Frederick County Planning and Development 107 N Kent Street, Suite 202 Winchester, VA 22601 RE: Crosspointe Proffer Amendment — Revised Proffer Statement Dear Mike, In response to additional input received this morning, please find attached a revised proffer statement, dated today, for Crosspointe. I have also attached a redlined version of the proffer depicting the changes made from the most recent submission which are limited to the following: 1) Proffer V.B. which previously provided for lump sum contributions for the first response fire department has been revised to provide the contributions for "fire and rescue purposes" which provides additional flexibility in the use of those funds. 2) Proffer XI.F. has been added which provides for a start-up fund of $5,000 for the HOA at Crosspointe. If you have any questions or comments, please feel free to contact me at (540) 667-2139. Sincerely, PENNONI ASSOCIATES INC. Patrick Sowers Senior Project Engineer Attachments 117 East Piccadilly Street • Winchester, VA 22601 • Ph: 540-667-2139 • Fx: 540-665-0493 www.pennoni.com ,Pennonu PENNON[ ASSOCIATES INC. CONSULTING ENGINEERS January 19, 2016 Michael Ruddy, AICP Deputy Director Frederick County Planning and Development 107 N Kent Street, Suite 202 Winchester, VA 22601 RE: Crosspointe Proffer Amendment — Revised Proffer Statement Dear Mike, I a f JAN 1 9 2016 Please find attached an executed original of a revised proffer statement dated January 4, 2016. The revisions are in response to comments e-mailed by Rod Williams on January 4th and the attached proffer is consistent with the redline version previously sent to you and Mr. Williams via e-mail on January 6th. To aid in your review, I have included Mr. Williams' comments below as well as a response for each: My first concern from my September 24 letter remains: You have indicated that the total rezoning area is 574.37± acres, to include all of parcels 75-A-89, -89A, -91, -92, -95, and -96 and a portion of parcels 75-A-90 and -94. 1 recognize that this is the same rezoning area covered by the rezoning approved in 2004 and that County GIS records show parcel 75-A-94 as split zoned, with a portion of it remaining zoned RA (as to parcel 75-A-90, the records show it as split zoned between RP and B2, without any RA portion), but I am unaware of any metes and bounds description that defines the limits of the 574.37± acre area. Along similar lines, while the Revised GDP shows the general areas to be designated as RP and B2, to ensure sufficient definiteness in the rezoning process, we are going to need metes and bounds descriptions of the specific zoning designations, especially where zoning designations would not be following existing property lines. Also, in a further effort to avoid any ambiguity, some zoning designation would need to be shown for the park areas. It seems that we need some definiteness as to where the actual zoning lines are. Response: Attached is the rezoning plat as submitted to County Planning Staff that depicts the existing and proposed zoning boundaries. The park areas are included as part of the B2 and RP zoning boundaries. • In the last paragraph before Heading I, the paragraph that references the GDP, the date is October 9, but the GDP documents indicate November 19. Response: The revised proffer references the November 19, 2015 GDP date. 117 East Piccadilly Street • Winchester, VA 22601 • Ph: 540-667-2139 • Fx: 540-665-0493 www.pennoni.com V. Crosspointe is January 19, 2016 Page 2 Proffer IIA2 indicates that development of Phase II shall not commence until CO's are issued for "the 370,000 square feet of commercial/retail ... for Phase I". If this is intended to correlate with the 370,000 square feet that does not require a TIA, I would suggest deleting the word "the", as more than 370,000 square feet is otherwise authorized for Phase I. Response: We have deleted the word "the" from Proffer IIA2 as suggested. Proffer IIA3a(iv) — Should the parentheticals "(at Point "N")" and "(At Point "L" )" read "(from Point "N")" and "(From Point "U)", respectively, instead, as the references are really from the indicated points to the property limits? Response: We have replaced "at" with "from" for Proffer IIA3a(iv) as suggested. Proffer IIA4a & b — There are two different references to the ROW width — 220' in a and 90' to 110' in b. Response: Under the original proffers approved in 2004, these two proffers were combined as a single proffer. The lesser width was in reference to the right of way needed for a boulevard style cross section of Crosspointe Boulevard. Since Route 37 is now being constructed as a grade separated, limited access roadway, the revised proffer combines IIA4a & b into a single proffer and removes the references to a 90' to 110' right of way width. Proffer III — Please see my previous comment about former proposed Proffers 3.2-3.4: The Proffers do not necessarily state well-defined commitments. For instance, Proffer 3.3 simply states that "a comprehensive sign plan shall be provided", but it does not define any standards required of such plan. Proffer 3.4 defers a subjective determination — what constitutes "a quality 'boulevard' appearance" — to a subsequent stages of a review process that are typically supposed to be more purely administrative. Response: These proffers are consistent with the original approval for Crosspointe and provide flexibility for the owner while committing to additional design criteria at later stages of development. As such, we have proposed no changes to these proffers. Proffer VB — The County's recent practice has been for F&R proffers to go to the County and not to specific companies. Response: The proffer has been revised to direct the proffers to the County. In addition, the lump sum contribution is now for the fire department providing first response service, regardless if it is a volunteer service or not. This gives the County additional flexibility on the use of those funds and ensures their availability for the intended use. Crosspointe JD January 19, 2016 Page 3 • Proffer XVI — It appears that, at the end, the proffer should clarify that the 10 year limit applies to calculation of further increases and not to the entire escalator clause itself. Response: Proffer XVI has been revised to clarify that the 10 year limitation applies to the adjustment period for the escalator clause and not the entire escalator clause itself. If you have any questions or comments, please feel free to contact me at (540) 667-2139. Sincerely, PENNONI ASSOCIATES INC. Patrick Sowers Senior Project Engineer Attachments Mike Ruddy From: Patrick Sowers <PSowers@Pennoni.com> Sent: Wednesday, January 06, 2016 11:42 AM To: Rod Williams Cc: 'John F. Callow (jcallow@ kittelson.corn)'; Ronald Mislowsky; Foote, John; Mike Ruddy; John Bishop; JP Carr Subject: RE: Crosspointe - Revised Proffer Statement Attachments: Draft Crosspointe Proffer 1-4-16 (Redline).pdf; Crosspointe - Zoning Boundary Exhibit 12-13-15.pdf Rod, Thank you for the comments on the latest proffers for Crosspointe. I have attached a redlined version of a draft revised proffer to address those comments. Most of the revisions are simple clarifications, without any change in the intent of the proffers, so we do not intend on formally presenting these revisions to the Planning Commission at tonight's meeting. I have kept these marked draft so that we can incorporate additional changes after tonight's meeting, if any, and then make a single resubmission of the signed proffers shortly thereafter. To aid in your review, I have included responses in RED to the comments in your original e-mail below. In addition, after speaking with Mike, I have also adjusted the lump sum fire department proffer to remove the term "volunteer". This would allow the monetary proffer to be used for any fire department providing first response service to the area, regardless if it is a volunteer facility or not. The only other changes were the addition of a revision date and correcting the spelling of "date" in the first page headings. Best, Patrick From: Rod Williams [mailto:rwillia@fcva.us] Sent: Monday, January 04, 2016 9:55 AM To: Patrick Sowers <PSowers@Pen noni.com> Cc: 'John F. Callow (jcallow@kittelson.com)' <jcallow@kittelson.com>; Ronald Mislowsky <RMislowsky@Pennoni.com>; Foote, John <jfoote@thelandlawyers.com>; Mike Ruddy <mruddy@fcva.us>; John Bishop <jbishop@fcva.us> Subject: RE: Crosspointe - Revised Proffer Statement Patrick, I have now had the opportunity to review the Proffer Statement dated December 15, 2015 and have the following comments: My first concern from my September 24 letter remains: You have indicated that the total rezoning area is 574.37± acres, to include all of parcels 75-A-89, -89A, -91, -92, -95, and -96 and a portion of parcels 75-A-90 and - 94. 1 recognize that this is the same rezoning area covered by the rezoning approved in 2004 and that County GIS records show parcel 75-A-94 as split zoned, with a portion of it remaining zoned RA (as to parcel 75-A-90, the records show it as split zoned between RP and 132, without any RA portion), but I am unaware of any metes and bounds description that defines the limits of the 574.37± acre area. Along similar lines, while the Revised GDP shows the general areas to be designated as RP and 132, to ensure sufficient definiteness in the rezoning process, we are going to need metes and bounds descriptions of the specific zoning designations, especially where zoning designations 0 0 , would not be following existing property lines. Also, in a further effort to avoid any ambiguity, some zoning designation would need to be shown for the park areas. It seems that we need some definiteness as to where the actual zoning lines are. Attached is the rezoning plat submitted to planning staff that depicts the existing and proposed zoning boundaries. The park areas are included as part of the B2 and RP zoning boundaries. • In the last paragraph before Heading I, the paragraph that references the GDP, the date is October 9, but the GDP documents indicate November 19. The revised proffer references the November 19, 2015 GDP date. • Proffer IIA2 indicates that development of Phase II shall not commence until CO's are issued for "the 370,000 square feet of commercial/retail ... for Phase I". If this is intended to correlate with the 370,000 square feet that does not require a TIA, I would suggest deleting the word "the", as more than 370,000 square feet is otherwise authorized for Phase I. We have deleted the word "the" from Proffer IIA2 as suggest. Proffer I IA3a(iv) — Should the parentheticals "(at Point "N")" and "(At Point 'U )" read "(from • Point "N' ' and "(From Point "U)", respectively, instead, as the references are really from the indicated points to the property limits? We have replaced "at" with "from" for Proffer IIA3a(iv) as suggested. Proffer IIA4a & b — There are two different references to the ROW width — 220' in a and 90' to 110' in b. Under the original proffers approved in 2004, these were combined as a single proffer. The lesser width was in reference to the right of way needed for a boulevard style cross section of Crosspointe Boulevard. Since Route 37 is now planned and being constructed as a grade separated roadway, the revised proffer combines IIA4a & b into a single proffer and removes the references to a 90' to 110' right of way width. • Proffer III — Please see my previous comment about former proposed Proffers 3.2-3.4: The Proffers do not necessarily state well-defined commitments. For instance, Proffer 3.3 simply states that "a comprehensive sign plan shall be provided", but it does not define any standards required of such plan. Proffer 3.4 defers a subjective determination — what constitutes "a quality `boulevard' appearance" — to a subsequent stages of a review process that are typically supposed to be more purely administrative. These proffers are consistent with the original approval for Crosspointe and provide flexibility for the owner while committing to additional design criteria at later stages of development, so we have proposed no changes to these proffers. • Proffer VB — The County's recent practice has been for F&R proffers to go to the County and not to specific companies. The proffer has been revised to direct the proffers to the County. In addition, per my earlier comment, the lump sum contribution is now for the fire department providing first response service, regardless if it is a volunteer service or not. This gives the County additional flexibility on the use of those funds and ensures their availability for the intended use. • Proffer XVI — It appears that, at the end, the proffer should clarify that the 10 year limit applies to calculation of further increases and not to the entire escalator clause itself. Proffer XVI has been revised to clarify that the 10 year limitation applies to the adjustment period for the escalator clause and not the entire escalator clause itself. M n Roderick B. Williams County Attorney County of Frederick, Virginia 107 North Kent Street, 3rd Floor Winchester, Virginia 22601 Telephone: (540) 722-8383 Facsimile: (540) 667-0370 E-mail: rwillia(-)fcva.us Please note new e-mail address: rwillia(aUcva.us From: Patrick Sowers [ma ilto:PSowers()Pennon i.com] Sent: Tuesday, December 15, 2015 3:15 PM To: Lineberry, Jeff, PE (VDOT); matthew.smith(abVDOT.Vir iq nia.gov; Ingram, Lloyd A.; Terry Short ; Mike Ruddy; John Bishop; Rod Williams Cc: 'JP Carr'; 'John F. Callow (icaIlow(@kittelson.com)'; Ronald Mislowsky; Foote, John Subject: Crosspointe - Revised Proffer Statement Gentlemen, Thank you for taking the time to meet this morning to discuss the Crosspointe Proffer Amendment. I think the meeting proved very productive. We have made sorne minor additions/clarifications to the version of the proffers we reviewed together this morning, based on comments made at the meeting, and we have attached a revised proffer statement, dated today, that incorporates those changes. A summary of the changes made since our meeting this morning is as follows: 1) Added the language "and approval" to Proffer II.A.1.b for the VDOT and County review of the traffic impact analysis required for more than 370,000 SF of commercial/retail floor area. 2) Clarified that the right of way dedication in Proffer II.A.2.a.iii to the northeastern project limits for Warrior Drive includes the portion north of Hoge Run to the northerneastern property boundary of tax map parcel 75-A-94. 3) Revised Proffer II.A.3.a.iv.3 to use the term "Traffic Impact Analysis" in order to be consistent with the remainder of the proffer statement. Further, the heading of "Miscellaneous Transportation Improvements." at the end of that proffer has been moved to the next line as a header for subsequent proffers. 4) In Proffer XV, for the reservation area for government services, we replaced the language "in the general location shown on the Revised GDP" with "within the Phase I Commercial area." To aid in your review, attached are three versions of the revised proffer statement, including a clean copy, a redline version showing the changes made since the last submitted version of the proffers dated November 20, as well as a redline version showing changes made from the original proffers from 2004. We will submit a signed hard copy of the revised proffers to the County as well. If you have any questions or additional comments, please let us know. Thanks again, Patrick Patrick Sowers Senior Project Engineer Pennon! Associates Inc. 117 East Piccadilly Street, Suite 200 Winchester, VA 22601 Office 540-667-2139 1 Direct 540-771-2091 http://www.pennoni.com I psowers(a)pennoni.com 9 Consulting Engineers providing... Environmental — Geotechnical — Inspection & Testing — Land Development — MEP Landscape Architecture — Structural — Survey — Transportation — Water/Wastewater — BIM LJ U REZONING PROPERTY RECORD OWNER APPLICANT: PROJECT NAME ORIGINAL DATE OF PROFFERS: AMENDED PROFFER STATEMENT RZ # Proffer Condition Amendment to approved Rezoning 13-03, to RP and B-2 574.37 acres +/-; Tax Map Parcels 75-A-89, 89A, 91, 92, 95, 96 and a portion of 75-A-90 and 75-A-94 (the "Property") Glaize Developments, Incorporated, a Virginia corporation. Glaize Developments, Incorporated, a Virginia corporation Crosspointe Center (the "Project") August 27, 2003 REVISION DATADATE: October 22, 2003 January 23, 2004 PROFFER CONDITION AMENDMENT: August 7, 2015 REVISION DATADATE: November 20-, 2015iDecember 15, 2015; January 4, 2016 The undersigned hereby proffers that the use and development of the subject property ("Property"), as described above, shall be in strict conformance with the following amended conditions, which shall supersede all other proffers that nlay 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 amended proffers are contingent upon final rezoning of the Property with "final rezoning" defined as that rezoning which is in effect oil the day following the last day upon which the Frederick County Board of County Supervisors (the "Board") decision approving these amended proffers may be contested in the appropriate court. If the Board's decision is contested, and the Applicant elects not to submit development plans until such contest is resolved, the term rezoning shall include the day following entry of a final court order affirming the decision of the Board which has not been appealed, or, if appealed, the day following which the decision has been affirmed on appeal. If this application is denied by the Board, but in the event that an appeal is for any reason thereafter remanded to the Board for reconsideration by a court of competent jurisdiction, then these proffers shall be deenled withdrawn Unless the Applicant shall affirmatively readopt all or any portion hereof in a writing specifically for that purpose and the originally approved proffers for the Property shall remain in frill force and effect. Page I of 13 i 9 Crosspointe Center Proffer Condition Amendment The headings of the amended 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 and successors in interest. When used in these proffers, the "Revised Generalized Development Plan" shall refer to the plan entitled "Generalized Development Plan, Crosspointe Center" dated O^b"November 19, 2015 (the 'Revised GDP"). I. DEVELOPMENT OF PHASED LAND USE AND TRANSPORTATION: A. The Project shall be developed as one single and unified Project in accordance with applicable ordinances, regulations, and design standards, and this Amended Crosspointe Proffer Statement, as may be approved by the Board. B. Commercial/retail development on the Project shall not exceed a maximum of 1,088,000 square feet, in the locations generally depicted on the Revised GDP except as provided herein. Notwithstanding the foregoing, the Applicant may develop additional commercial uses, provided that it demonstrates to the satisfaction of the County and the Virginia Department of Transportation ("VDOT") by means of a Transportation Impact Analysis, that the then -existing roads in the Project will continue to function at an acceptable Level of Service upon construction of such additional commercial/retail uses. 1. Areas of commercial development on the Project shall be developed in conformance with the regulations of the Business General ("132") zoning district, as set forth in the Frederick County Code. All commercial development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. C. Residential development on the Project shall not exceed a maximum of 1,578 dwelling units, of which 200 may be age -restricted housing units that may be constructed in any phase of the Project, as those phases are set out below. All permitted dwellings may be single-family detached, single-family attached, or multi -family. 1. Areas of residential development on the Project shall be developed in conformance with the regulations of the Residential Performance ("RP") zoning district, as set forth in the Frederick County Code. All residential development on the Project shall comply with the aforesaid regulations, or as may be otherwise approved by Frederick County. D. Except to the extent otherwise prohibited by the Virginia Fair Housing Law, the Federal Fair Housing Law, and other applicable federal, state, or local legal Page 2 of 13 C'rosspoinie Censer Pro%Jer Condition Amembneni requirements, any dwelling unit within the portions of the Project identified as "age - restricted" housing shall be restricted to '`housing for older persons" as defined in Va. Code Ann. ti 36-96.7, or a surviving spouse not so qualifying. No persons under 19 years of age shall be permitted to be regularly domiciled of to residc permanently therein. The restriction provided for herein shall also be in the form of a restrictive covenant \vith respect to the residential portion of the Project, and any Homeowners' Association created with respect thereto shall (lave assigned responsibility I61- the CI1101-ceillent and administration of'the said covenant. L. Transportation improvements shall be associated with and initiated Nvith each Phase of the Project as set forth. It is the Applicant's intent to utilize public road Iwldin(,, as It may be available for portions of this Project, provided, however, that the responsibility for callSlllg required collStRlCt1011 to occur prior to issuance Ol bUllding permits shall rest with the Applicant. P. The commercial floor space proffered herein is the minimum necessary to mitigate the residential impacts of each phase without the necessity of cash proffers and is not a cap on commercial development other than that set forth in Proffer I (I3), above. If. PHASING PROVISIONS. A. The Project shall be developed in three phases, dCIlOminatcd Phases I, II, and III, as follows: 1. Phase I of the Project shall consist of not more than 960,000 square feet of' commercial/retail gross leasable floor space, and 938 total d\velllllg UllitS, on the basis of the Phasc l Transportation Improvements, and except as provided below. a) The Phase I Transportation Improvements arc as follows: (i). Pursuant to all agreement entered into by and between VDOT, , Glaize Developments, ;Incorporated, and the 1'I'CdCriCk County Zoning Adl inistl'ator, dated May 7, 2012 (the "Three Party Agreement"),' the County has deemed the 'VDOT highway I111111'OVCIl1CI1tS Under C011SULIctlon as of the date of these Amended Proffers to have'satisfied the Applicant's originally proffered Phase I proffers. Development authgrizcd for Phase I herein therclore requires no additional road ' A copy of the Three Party Agreement is attached hereto and incorporated herein f'or reference, but is not proffered. Page 3 of 13 • 0 Crosspoine Center Proffer Condition Amendment improvements, and the Applicant shall have no further obligation with respect thereto except as provided.2 (ii). Notwithstanding the foregoing, prior to the issuance of the first occupancy permit within Phase I, the Applicant shall design and complete the extension of Tasker Road from Point "H" to "J" as shown on the Revised GDP. The exact location and design of that extension shall be in substantial conformance with the Revised GDP, but shall be subject to reasonable adjustment upon final engineering thereof.' (iii). Prior to the issuance of the first occupancy permit for the 617°' residential dwelling unit, the Applicant shall design; cop.struct, and complete the extension of Tasker Road from Point "J" to "K," as well as the segirrent of Warrior Road from Point "K" to "M" as shown on the Revised GDP. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final, engineering thereof. b) No occupancy permits may be issued foi• more than 370,000 square feet of commercial/retail gross leasable floor area 1.41611 the Applicant has completed a Traffic Impact Analysis, for review sand approval by VDOT and the County, for the purpose of identifying such improven e ts,,as may be necessary in order for the It -intersection of the Route 37 temporary-, off4n p,,,and Tasker Road to operate at an acceptable level of service. The Applicant shalt co►istfuct such on -site improvements, if any, as may be identified 'by such Analysis -:prior to tl e' issuance of further occupancy permits. Gross building flo6r,area constructed for Frederick County government services V Fo'r clarity in the interpretation and enforcement of these Amended Proffers, the Phase�I goad and h4iw!,ay,timpro 6ments that are being constructed by VDOT as of the date of approval of these Ainended}.Proffers, and which are deemed to have been satisfied pursuant to! %the Three Party` Agreement, are the road segments identified as "A" to "B", "D" to "C",' "E'.'. to "G",: ",F" to "G", "G" to "H", and "H" to "I" on the original Generalized DevelopnientTlan exhibits identifying those segments, the construction of a 20-inch water line :.Ii iep'lacement, and any improvements to U.S. Route 11 west of Interstate 81. VDOT',Jl1as not, however, constructed segment "H" to "J" as required by the Three Party Agreement, but provision for its construction is referenced in Proffer A(l)(b). ' For the purposes of this Proffer Statement, all proffered road improvements shall be deemed complete for the purposes of commencing development of the Project when a roadway is open for public use, whether or not the final coat of asphalt has been applied, and whether or not it has been accepted into the state highway system. Page 4 of 13 Crosspointe Center Prgffer Condition Amefnimew shall be included in the required traffic study, but shall not count towards the aforesaid limitation. 2. Phase 11 of the Project shall consist of the construction of an additional 128,800 square feet of commercial/retail gross leasable floor space. Development thereof shall not commence until occupancy permits have been issued for flie370,000 square feet of commercial/retail gross leasable floor space authorized for Phase I and upon completion of the Phase lI road improvements required herein. Residential development in Phase II shall not exceed 340 additional dwelling units. a) Phase II Transportation Improvements. (i). The following traffic Improvements shall be designed and constructed during the Applicant's development of its Phase II, and shall be completed prior to issuance of the first occupancy permit in that Phase 11, unless noted otherwise herein. The exact location and design of such improvements shall be in substantial conformance with the Revised GDP but shall be subject to reasonable adjustment upon final engineering thereof. (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive fi•om Route 37 to the northeastern limits of the Project (Points "L" to "K" to "M" on the Revised GDP), including the right of way from Hoge Run to the northeastern limits of tax map parcel 75-A-94, upon written request of the County after others have developed an engineered plan for the construction of a road connection to Point L from the north toward Paper Mill Road. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to from Point "M" to "L"; provided further that the Applicant shall not be required to construct a bridge across Hogue Run. (iii). The Applicant shall design and construct the first two lanes of a four lane Route 37 as a limited access rural principal arterial route from Tasker Road to Warrior Drive, (Points "G" to "M" on the Revised GDP), design and construct a 3-lane bridge over Tasker Road (Point "G"); and design and construct a portion of the interchange at Warrior Drive (Point "M") in accordance with VDOT's GS-1 design standards' . 4 The Warrior interchange improvements in Phase II of the Project shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive, or any ramps on the eastern side of the Warrior Drive interchange. The Applicant shall amend the Crosspointe Master Development Plan ("MDP"), if it has not Page 5 of 13 0 0 Crosspointe Center Proffer Condition Amendment 3. Phase III of the Project shall consist of the construction of an additional 300 residential housing units upon the completion of the Phase III road improvements. a) Phase III Transportation Improvements. (i). The following traffic improvements shall be designed and constructed during Phase III and shall be completed prior to issuance of the first occupancy permit in Phase III, unless otherwise noted herein. The exact location and design of such improvements shall be subject to reasonable adjustment upon final engineering thereof: (ii). If not already otherwise constructed, the Applicant shall dedicate the necessary right-of-way for Warrior Drive from Route 37 to the south property boundary. (Points "M" to "N" on the Revised GDP). Such dedication shall be made upon written request of the County when others have developed an engineered plan for the construction of a road connection to Point N from the south. If such a road connection is approved and commenced by the Applicant, and not by others, the Applicant shall promptly thereafter design and construct Warrior Drive to Point "N" to connect with said road. (iii). The Applicant shall design and construct the second two lanes of the four lane Route 37 as a limited access rural principal arterial route, from Tasker Road to Warrior Drive (Points "G" to "M" on the Revised GDP) and design and construct the second three -lane bridge over Tasker Road; and the remaining portion of the interchange at Warrior Drive in accordance with VDOT's GS-1 design standards.' (iv). No construction permits for commercial or residential uses in Phase III shall be applied for until one of the three following conditions exist: 1. Warrior Drive is extended by the Applicant or others from the south across offsite properties to intersect with Tasker Road (S.R. 642) (from Point "N") or with links provided by others to U.S. Route 522. (Prom Point "M"); or already done so, to reflect construction of Route 37 to include two, three -lane, bridges across Tasker Road, and two, two-lane bridges across Warrior Drive, as the ultimate configuration of the Improvements and the construction of Route 37 through the Property. ' The Phase III Warrior Drive interchange improvements shall include only the construction of necessary on and off ramps from Route 37 to Warrior Drive on the west side of the interchange, and shall not include the construction of the bridges over Warrior Drive or any ramps on the eastern side of the Warrior interchange. Page 6 of 13 Crosspointe Center Proffer Condition Amendment 2. Warrior Drive is extended by the Applicant or others from the north across offsite properties to intersect with Paper Mill Road (S.R. 644). (A4-From Point "L"); or 3. A revised Traffic Impact Analysis is prepared, reviewed, and approved by Frederick County and VDOT, which provides justification for Phase III transportation impacts. 4. Miscellaneous Transportation Improvements. a) The Applicant understands that the right-of-way for Route 37 may be used for an improved arterial road location in the future. The Applicant shall plan for a 220' wide corridor with a reasonable amount of additional right-of-way to allow for interchanges at the intersections of 1-81 and Warrior Drive. The limits of the additional right-of-way shall be determined at the time of Master Plan approval. b)The -n-rea ettt:ric#e- eft! ie-98—te-1-I-O--+=iwal'-+ectuTr-eu-1o.-Ret+te 37 shall he planned as open space and -'in In the event a program is funded to provide for an upgraded roadway with a full urban interchange at Warrior Drive, such right-of-way shall be dedicated at no cost to the County. (Points "C" to "G" and "G" to "M" and "M" to the eastern boundary of the Property. c) Notwithstanding any other provision of these proffers, road entrances to Route 37 through the Project shall be limited to two entrances, temporary access at "G," and at "M," as shown on the Revised GDP. No other entrance or road connections to Route 37 shall be allowed without the express approval of Frederick County and VDOT. Future access to Point "G" may require improvements by the developer as a result of a TIA analysis by the developer to determine if' additional development may proceed in excess of the 370,000 11.2 of' commercial/retail gross leasable floor area as outlined in proffer I A. Lb. d) The Applicant shall remove the temporary off -ramps at Tasker Road and Route 37 (Point "G") within two month following the date when (a) a second Traffic Impact Analysis ("TIA") is approved that demonstrates those ramps are no longer necessary for the safe movement of traffic on Route 37 and within Crosspointe, alter the completion of the western half of the interchange at Warrior Drive, or (b) when an off - site connection is made to Route 522 to the east, or to properties to the north or south by means of an extended Warrior Drive, whichever first occurs, and in either such case (c) the development of Crosspointe has commenced. The two -month removal window will be within the normal construction montlis of April through October and the work may carry over into a subsequent construction season if the entire two -month time frame is not available in the construction season that the work commences. The interim ramp right-of- way at Tasker Road will be re -conveyed to Glaize upon the satisfactory removal of the temporary Tasker ramps by Glaize and final inspection by VDOT. Page 7 of 13 0 0 Crosspointe Center Proffer Condition Amendinenl III. ARCHITECTURE, SIGNAGE, AND LANDSCAPING: A. Materials utilized for all exterior facades of the commercial buildings shall include but not be limited to concrete masonry units (CMU) brick, architectural block, dryvit, or other simulated stucco (EFIS), real or simulated wood and/or glass. Standard concrete masonry block shall not be used for the front facades of any buildings. B. All buildings within the Project shall be constructed using compatible architectural styles and materials, and signage for such buildings shall be of a similar style and materials in order to maintain a unified development plan. The Applicant shall establish one or more Architectural Review Boards to enforce the unified development plan. C. A comprehensive sign plan shall be provided to the Frederick County Department of Planning and Development prior to approval of the first site plan or subdivision design plan for the Project. D. The major collector roadways in the Project (Tasker Road and Warrior Drive), exclusive of those constructed by VDOT, shall have a minimum 35' width buffer adjacent to dedicated rights of way and, except at entrance locations, be improved with landscape features and lighting to create a quality "boulevard" appearance. Illustrative details of these improvements shall be presented for approval by Frederick County at Master Plan. IV. PEDESTRIAN TRAIL SYSTEM AND RECREATION AREAS The Applicant shall design and build a public pedestrian -bicycle trail system as depicted on the Revised GDP that links residential and commercial areas within the Project. Trails shall be 10 feet wide and have an asphalt surface. V. FIRE & RESCUE: A. The Applicant shall contribute to the Board the sum of $250.00 per dwelling unit for fire and rescue purposes, payable upon the issuance of an occupancy permit for each such unit. B. The Applicant shall contribute a total of $300,000.00 to the Board for the V-e4er-Fire Department providing service to the Project as first responder, payable in installments of $200,000.00 for Phase I, as well as a further $50,000.00 each for Phase 11 and Phase III, payable upon issuance of the first building permit for any residential or commercial construction in each of the phases as described herein. Page 8 of 13 0 • C'rosapoinle Cenler PrgJ%r Condition ilniembnen! VI. SCHOOLS: The Applicant shall contribute to the Board the Suns of $3,000.00 per dwelling unit for SC11OOI purposes, payable L11)011 the ISSllance Ol all OCCLlpancy permit for each SLICII unit with the CXception Of'age-restricted units. VII. PARKS & OPEN SPACE: The Applicant shall contribute to the Board the Sum of'$500.00 per dwelling unit for recreational purposes, payable upon the issuance of an occupancy permit for cacti Such unit. Vlll. LIBRARIES: The Applicant shall contribute to the Board the sum of $ ] 00.00 per dwelling unit for library purposes, payable upon the ISS1.1a11CC Of all Occupancy permit for each such unit. IX. SHERIFF'S OFFICE: The Applicant Shall contribute to the Board the SLIM Of $5,000.00 for the Shcrifl's Of'tice upon issuance of'the first building perniit for lhC Project. X. ADMINISTRATION BUILDING: The Applicant shall contrlblitC t0 the Board the suns Of $5,000.00 to be used for construction Of a general governmental administration bllildillg L1p011 issuance of the first building permit for the Project. XI. CREATION OF I-IOMEOWNERS' AND PROPERTY OWNERS' ASSOCIATIONS: A.. The residential portion of the Project shall be made subject to one or more homeownel•S' association(s) (hereinafter �°1-IOA") that shall be responsible for the Ownership, I11aintenallce and repair Of all common areas, including any conservation areas that may 'be ' established in accordance herewith not dedicated to the COLlllty 01- others, for each area Subject to their jurisdiction, and shall be provided such other responsibilities, duties, and powers as are CL1sto111a1•y IOr such associations or as may be required for such I-IOA herein. B. In addition to Such other duties alld responsibilities as may be assigned, an I-IOA shall have title to and responsibility for (i) all common open space areas, including stornlwater management facilities, not otherwise dedicated to public LISC, including the pedestrian -bicycle trail system proffered herein, (ii) common bufTer areas located Outside of residential lots; (ill) common Solid waste disposal programs, including curbside pick- up of refuse by a private refuse collection company, and (iv) responsibility for the Page 9 of 13 Crosspoinle Center Proffer Condition Amendineni 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 HOA if platted within residential or other lots, or otherwise granted to the HOA by appropriate instrument. C. The commercial portion of the Project shall be made subject to one or more property owners' association(s) (hereinafter "POA") that shall be responsible for the ownership, maintenance and repair of all common areas, including stormwater management facilities and any conservation areas that may be established in accordance herewith not dedicated to the County or others, 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 POA herein. D. In addition to such other duties and responsibilities as may be assigned, a POA 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) common solid waste disposal programs to include dumpster and contract carrier services provided by a private ;refuse ,collection company, and (iv) 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 POA if platted within commercial or other lots, or otherwise granted to the POA by appropriate instrument. r E. If there is more than one`spch HOA �or :POA' the Applicant may elect to create an umbrella association with respect ao the entire. Project that shall, among other things, have responsibility for.assuring compliance with design guidelines and standards, signage requirements,' common; area maintenance, and similar matters. If no master association is created, the Applicant shall assure, through such reciprocal agreements or easements as. may be4'requ ►ed, �f'or: 'the operation and maintenance of common infrastruct► •e and other corrinion undertakings as set forth herein. XII.:rt `.WATER & SEWER: C V a/w The' Applicant shall be responsible for connecting the Project to public water and sewer, and fo► rconstruct►n ,' all facilities required for such connection. All water and sewer infiastruct re , shall 'be constructed in accordance with the requirements of the Frederick County S'ai itafion Authority. XIII. ENVIRONMENT: Stream preservation buffers shall be constructed in general conformance with the Revised GDP, so as to create buffers in excess of that required by the Frederick County Zoning Ordinance to protect the Opequon and Hogue Run streams from disturbance. No clearing or grading shall occur within those buffers, except for the construction of road crossings, trails, water, sanitary sewer, or other utilities. Page 10 of 13 Crosspoinle Center ProlkrCondilionAmendmenl XIV. CULTURAL RESOURCES INVESTIGATION AND PRESERVATION: A. The Applicant shall preserve Hilandale House for Such uses as may be deemed appropriate by the Applicant, including, but not limited to, an adaptive re -use of the Structure for a commercial type uSe. The Applicant shall further create a preservation park immediately surrounding the House, as generally depicted on the Revised GDP. B. The Applicant shall create a ten -acre preservation park immediately surrounding the encampment arca associated with Camp RUSSCII, as generally depicted on the Revised GDP. C. The Applicant shall create a two -acre preservation park surrounding the Carysbrook Redoubt area, as generally depicted on the Revised GDP. D. Prior to the commencement of any land disturbing activities on the Project, the Applicant shall perform a Phase I Archeological Study with respect to the area proposed to be diStUrbed, for investigation of those Portions o1 the Project that lie 011tS►de the development area previ0LlSly StUdied In ally ROute 37 Final Environmental Impact Statement/Section 4(f) Evaluation (the "FEIS") conducted by VDOT or others. In the event that Such a Phase I study Indicates that further study is required, then the Applicant shall undertake such 1111-ther'studies as may be indicated: E. 11 the Applicant C011StRICts the extension of Warrior Road in the alignment contemplated by and Studlied in any FEIS, the Applicant will coordinate that C011SO-LIC11011 with the Federal Highway Administration ("FI-MA"), the Virginia State Historic Preservation Of'ficer'("SI-IPO''). VDOT, and Frederick County to assure implementation of the Memorandum of Agreement previouS1,y entered into between the County, the FI-INNIA and the State Historic Preservation Officer pursuant to 36 CFR § 800.6(a). F. Any additional archeological features identified during a Phase I study will be evaluated in .accordance .with Virginia Department of' Historic Resources ("VDI-IR") guidelines, and Ill the event that a National Register -eligible site is identified, the Applicant will work \vi,th VDHR and the County to mitigate any adverse effects that may result from the proposed Project. G. Any park areas that are identified herein, or that are identified on the Revised GDP, will be first offered to the County for ownership and maintenance for a period of 12 months Collowing the approval of the first site or subdivision plan for the Project. If the County does not elect within that time to accept those park areas, they shall be assigned to and perpetually owned and maintained by one of more homeowners' or property owners' associations as may be determined by the Applicant. Page I I of 13 Cl • Crosspointe Center Proffer Condition Amendment XV. RESERVATION OF AREA FOR GOVERNMENT SERVICES The Applicant shall reserve approximately nine acres of land in within the Phase I Commercial area for the placement of such government services as the Board may elect; provided, however that this shall not permit construction of a motor pool maintenance facility or impoundment yard or similar uses. The Applicant shall reserve the aforesaid property for a period of five (5) years from the date of the approval of this proffer condition amendment. XVI. ESCALATOR CLAUSE In the event the monetary contributions set forth in the Proffer Statement are paid to the Frederick County Board County Supervisors ("Board") within 30 months of the approval of this proffer condition amendment, 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 the approval of this application 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 24 months after the approval of this rezoning to the most recently available CPI-U to the date the contributions are paid, with a maximum adjustment period of 10 years, subject to a cap of 4% per year, non - compounded. SIGNATURES APPEAR ON FOLLOWING PAGES Page 12 of 13 9 Crosspointe Ccnlcr Prol%r Condhion Aniernbnenl GLAI%E DEVELOPMENTS, INCORPORATED By: Title: COMMON NNIEnLTI-I OF VIRGINIA; CITY/COUNTY OI' : to -wit The foregoing insU-ument was acknowledged before me this day of , 2015, by My Commission expires: Page 13 of 13 Notary Public NOTES 1 rPEDEPK% COWTr tYNS: TiA-6F. CS-I-�•. T5-A-9n. )S-A-Y. +IN0S-A-ox. i�A-w. ,o-A-as. Ta-s-as )wn zs-a-z. Au �Irxn lE4 tM NAME ISF 0.AME nEµ1q+MEHis, IN4 1. RWNDART H•PpRMAnDN Is BASfn G+ A wPR[Nl halo PUN RVPKY i'VRS'JANi 'O DCEDS Of R[C •MDND LAND RE{WNs's TPEDE!PCN CdINTV. NAGNA AIA F6 UNPE<CROE4 R;AtS IN)pvt0.➢ AND RWEPNtES1 In GL9ER: N, C'.Fi4 ]CDi. S>'b.: ALES 'NC- MIF CT IASI hE:n INTCSRM'. OECCMOER ) 9. 1HE M D) iNf PR1M+kA1 SHDA)• HEREON 5 li!)'ENF3tttD t0 YNk NRq glligN•lE 4,51E (NDRiH ZDNE} VAD 1981(NR6Y6), t�q cc elNro aac •HD es NaN AeTCR PwtH NAs HCEN APr �D c EaIARL SN INE WOS< CWR6 IES IS D.9a0aFC•63p. 6. 1HE LOE 1qN DR ENISIFN4 DI VVDEPGR0.ND VIaJRG. ilA2A�w5 MALE ALs, µY00IE Y $k51Ty{ Dp DAYADFn AACAa M PEn ( ) '. DETmrwm e. T_41s wRLs,- 6yE8CVNDAP C-SMBIT PRC ABED vATHwi �NCili R a TILE PERDPT, RfiIXfE EASENEH1a NA1 EH51 14AARl NDi v1rnYN MERCDN. PROPOSED RF TO B2 ZONING 56J0 Ae PRCPO'O R2 To RP o"N 11 A- N�Sm= � SDa.T' \ a QJ'A� NgD� ` s5P A+ C 11* UgU (yPL[ PAWJS DELTA LENGT TANRN' �ARW: CNDpp a T C] _i222l—._sHYO'xa_ 6Q5.�']Dfi86P*.'26'E-_i: SP& I INE TABI EI JtF619j E ��l6' LS Nt b] N Ac' s er ' E'R K 9 1. Li F SP 0 li•- fib++>�-�3A1: Lt! N61,10'l� •51L61' l:l ND49i11_E__.f.=✓ffiSJ'__ J ,"A_a. a]—,TE TASKER COMITY MAP . r . zcar MI a [F Yam. eur ]wro m•:a'- - iw. � irk P F zclay. E +rs7i:' __.. _.. P51 . Im]. G Cl FroPm. 5NF, 9]]1 t D [ 111A I Ea <9- m ---- )� F»a. w).FT s•oFD Nx,'At s.1 aL l SFiro 4S [ xzlw Nato Y)YYY � iN.fE� [il Hl.i nA.,ll q]Y, • [ mW28 ]>I.6? C1> A _IStlR'-._. A i2 _''!-- M ]41F0 P MWArf WiFE •SIB" x5.�i'— GRAPtI]C SCAi.6 PP'WOSEO 20NIN0 eM.CARY CROSSPOMTE DEED BOOK 293. PAGE AAS DEED BOOK 696, PAGE 1819 INSTRUMENT j020G16414 INSTRUMENT p04CD0912S aHAAHEE .1PSIEP'A. DIS,RKT R)EDEM. Dd]NIT. NRLMIA Eli. W JUN - 1 2015 207 E. Pall Mall St. FREDLRICK C�1..ATY Winchester, VA 22601 PLANNING AND DEVt. OPMENT May 29, 2015 Mrs. Candice Perkins, Senior Planner Frederick Co. Dept. of Planning and Development 107 N. Kent St. Suite 202 Winchester, VA 22601 Dear Mrs. Perkins: In following up my "flying visit" to the office the other week along with my brief phone message the other morning, here is a Mylar trace sheet from the older USGS Topo map showing where the remnant of the 19th Corps earthwork is and a hand -drawn colorized map showing the site in more detail. The contractor map you provided, being over -laid with their roads, etc., and being in black & white, was too difficult for me to make out the terrain features on the 1966 topo map in trying to align the earthwork site that I found last year to the features on your map. This is not said in any way to be critical as it is to explain my embarrassment at stumbling with trying to grasp precisely where what I am speaking about is located on what you kindly showed in the office. As said in my phone message, I took a number of photographs, from where the wooden post with the no trespassing sign and barbed wire attached, is at the far right or west end of the Qarthwork, sequentially thence going to the left, or east, bearing in mind that the summer growthiminished our visual appreciation of the height of the diminished -over -Time profile. For someone to find it, I have drawn a rudimentary map on the reverse of the one showing the outline of the earthwork. Since I got there from the day care center by following a deer trail along Opequon Creek, past the gas line, then crossed it and hiked up the face of the hill shown on the Mylar trace sheet, you will realize that I did not enter the site from the Hillandale House side. When I eventually got out, after a long about hike to see if there were other works, it seemed that the area delineated by the orange plastic environmental fence was where the site is that I have expressed a desire to see conserved. Obviously I defer to the precise orientations of one of your staff persons to nail this all down, if I may. Or, I will go out there again, to find the redoubt along with the proposed Camp Russell area. Just an "fyi" for chit-chat sake) Camp Russell was named after . Gen. David Russell, who was an old army friend of Major General Phil Sheridan's from before the war when they were both serving in the Pacific Northwest in the 4th U.S. Infantry, which, by the way, was one of the links between Sheridan and Lt. Gen. U.S. Grant. People were naturally closer then, without the interruption of all of our current herd of electronic and mechanical diversions. Russell's star rose while being in the famous 6th Corps, from the main army here in the East, the Army of the Potomac. Sheridan's, on the other hand, was while being in the Western theater, in the Army of the Cumberland. They rejoined their friendship once Grant had Sheridan transferred over here in the Spring of 1864 to initially command all of the Union cavalry, followed by the greater responsibility of leading a re -built army in August of 1864 for the purpose of eliminating the Confederates from the Shenandoah Valley. Russell came up here in command of part of the army, the 1st division of the 6th Corps, the most reliable fighting corps of the Union army. During the turbulent, back and forth last battle fought around Winchester on Sept. 19th, General Russell was mortally wounded by a shell fragment from "friendly fire" 0 as his division successfully repelled a significant Rebel counter-attack. His body was sent back to his home town of Salem, New York for burial, according to the obituary copy that I have. The majestic monument to him in the Winchester National Cemetery was emplaced, if I recall correctly, in 1906 by his comrades. His long-time friend, General Sheridan, keenly felt his loss; as I have studied Sheridan quite deeply, visited his home -town twice, etc., the void of not having someone he could simply, frankly talk to was surely even more emotionally felt, so this is the short story on Camp Russell from a "people point of view." The Joseph Becker sketch in the collection under my name in the Handley Library Archives shows a portion of the Union lines comprising Camp Russell. It would be nice if I could be included in the markers put there, though this may come across the wrong way to the decision -makers who apparently over -looked my role in 2006, for whatever reason that was made at the time. In closing here, I wish to express my sincere appreciation for your patient, professional indulgence of my ongoing penchant to conserve what little remains from our Civil War Past. You may feel free to share any thing you wish for my edification. It would be good for me to learn if the site I have shown with this letter is going to be part of the Camp Russell Area. IFant tfulTischler -Pennon► PENNONI ASSOCIATES INC. CONSULTING ENGINEERS December 16, 2015 Michael Ruddy, AICP Deputy Director Frederick County Planning and Development 107 N Kent Street, Suite 202 Winchester, VA 22601 RE: Crosspointe Proffer Amendment — Revised Application Materials Dear Mike, DEC G 2015 } As a follow up to our meeting with VDOT yesterday, please find attached the following additional/revised application materials for the Crosspointe proffer amendment: 1) Signed Proffer Statement dated December 15, 2015. This proffer statement is identical to the electronic version e-mailed to you yesterday afternoon. 2) Impact Statement dated December 2015 and based on the latest version of the proposed proffers. 3) Rezoning Boundary Exhibit depicting the 58.30 acres proposed to be rezoned from RP to B2 and the 72.47 Acres proposed as B2 to RP as part of the proffer amendment. 4) Remainder application fee of $12,734 for the per acre fee covering the portions of the site that are proposed to be rezoned (exclusive of the 3.43 acre area within the future Route 37 right of way). If you have any questions or comments, please feel free to contact me at (540) 667-2139. Sincerely, PENNONI ASSOCIATES INC. Patrick Sowers Senior Project Engineer Attachments 117 East Piccadilly Street • Winchester, VA 22601 • Ph: 540-667-2139 • Fx: 540-665-0493 www.pennoni.com (Pennoni, PENNONI ASSOCIATES INC. CONSULTING ENGINEERS DEC 1 1 2015 December 11, 2015 r Mr. Michael Ruddy, AICP Deputy Director, Transportation Frederick County Planning and Development 107 N Kent Street, Suite 202 Winchester, VA 22601 RE: Crosspointe — Proffer Amendment Dear Mr. Ruddy, Please find attached the application materials for the proposed proffer amendments for Crosspointe Center. Crosspointe consists of approximately 574 acres located east and adjacent to the existing Exit 310 Interchange in Kernstown. The site was rezoned by the Board of Supervisors in 2004 to provide for up to 960,000 square feet of commercial uses and 1,578 residential dwelling units. After many years, VDOT is now constructing improvements to the Exit 310 interchange that include the relocation of Tasker and Hillandale Roads to accommodate exit ramp improvements for the interchange. These improvements will enable the future extension of Route 37 east of its existing terminus through Crosspointe as a limited access, grade separated, roadway, pursuant to an Agreement dated May 7, 2012 between VDOT, Glaize Developments (as owner of Crosspointe), and Frederick County (the "Three Party Agreement.") The proposed proffer amendment seeks (i) to clarify the remaining road improvements required for the completion of the project, so as to be consistent with the Three Party Agreement (e.g. the revised proffer accommodates Route 37 as a grade separated, limited access roadway), (ii) to modify the locations of the commercial and residential land bays, and (iii) to increase the maximum commercial floor area to 1,088,000 (a 13% increase). The previous limitation of 1,578 residential units remains unchanged and a requirement for 200 dwelling units to be age restricted has become optional to enable to the project to respond to market demands. The Application proposes a three phase approach for implementation of the transportation network serving the project in a manner that is generally consistent with the previous rezoning approval and subsequent 3 party agreement. Included with the attached application materials are comments received from VDOT today. We will continue working with VDOT moving forward with the application. 117 East Piccadilly Street • Winchester, VA 22601 • Ph: 540-667-2139 • Fx: 540-665-0493 www.pennoni.com Crosspointe December 11, 2015 0 Page 2 If you have any questions or comments, please feel free to contact me at (540) 667-2139. Sincerely, PENNONI ASSOCIATES INC. Patrick Sowers Senior Project Engineer Attachments m�c�Rae, l�00 + 1" �( h 'i� OtdAl G{iYr�%Jia� sec rev&W) \'� z s To� �I C�aw Crej� - a Opp% ubck • to 4t" u as Toi *,,gyp COMMONWEALTH OF VIRGINIA DIVISION OF MINERAL RESOURCES JAMES L. CALVER, STATE GEOLOGIST 5362 // NW 12'30" NWC-E. TER a /✓.r.�(WINCHESTER) 13 7C ': rc.ar..l an'rc 8o 144 10' 2 6 MI To J.S. so � 746 2 100 0 o e5\ INTERCHAN J c - -_ ��°: •/iJ�p, 8M74; �� A726 ` l/ 45, 98 ring �� � � CrJ � \ Lam,) � '�/ � / •. 1 L9. 1 0 a • rA� )� /i / Ir / \ •. o C Macedonia r-iIt XM 1 u 0 Ch I rr �a 57 730 _ AN 0 /4 ° ' \ Radio //�''��` 0 •, it - _ o ,, •F p Fac;lity 636 �— �00 / •/ ��J �-740 08 o �/ 950 cj 24 522 I• 0 �l• DJ V` �r Sha e ° - �f n - __ •° 8 738 // J <. 11 • ° , -' _ �. —. r l _ 71,0 % •• 7�G aco W "Z ■CROSSPOINT FRtiUHRICF: C0C\71', \'IRGINIA (;L'Nt-.RALl'LED DEVI;LOP\ILNT PLAN �. B C I I. T O UT I 4 i l` / TO PAPER MILL ROAD / (FUTURE) �� Jf W II RESIDENTIAL • RP / (Mixed Use) '17 01 AiAES - YHAu ESIOENITIq 5, .� (SF-Sjpall L01) RESIDENTIAL -RP K..Fe (SF -SA 111 L01.) rwuI COMMERCIAL (I os1; to tionauRetaiq 1)74 AC RCA TENV — e OryA 1 NA G / COMMERCIAL B-2 (Retail) .L 07 KRE5 Z! w NSE COMMERCIAL B•2 (Retail) Y00 ACA I �4 RESIDENTIAL - RP _ W,xe"d Use) w ; T7 COMMERCIAL B•2. 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IiU UI'. \'IiLOp\: IiNI' I'L:\N PrCIkk TRAIL, AND BUFFL;R L•'Kl3TBIT 0 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 NOTIFICATION OF PUBLIC HEARING January 13, 2016 TO: THE APPLICANT(S) AND/OR ADJOINING PROPERTY OWNER(S) RE: REZONING APPLICATION #12-15 FOR CROSSPOINTE CENTER On behalf of the Frederick County Board of Supervisors, you are hereby notified of a public hearing being held on Wednesday, January 27, 2016 at 7:00 p.m. in the Board Room of the Frederick County Administration Building at 107 North Kent Street, Winchester, Virginia to consider the following application: Rezoning #012-15 CROSSPOINTE CENTER submitted by Pennom Associates, to rezone 58.30+/- acres from RP (Residential Performance) District to 132 (General Business) District and 72.47+/- acres from 132 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning #13-03, and to amend the proffers associated with Rezoning #13-03. The properties are located east and adjacent to I- 81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. The properties are identified with Property Identification Numbers 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96 and a portion of 75-A-90 and 75-A-94 in the Shawnee Magisterial District. A copy of the application will be available for review at the Handley Library and the Bowman Library the week of the meeting or at the Department of Planning and Development located at 107 North Kent Street in Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.fcva.us. Sincerely, ` tl- --�,7 i Michael T. Ruddy, AICP Deputy Director MTR/pd 107 North Kent Street, Suite 202 9 Winchester, Virginia 22601-5000 This is io certify k the attached correspondence v, as ma-i.led to the follov ing on I I � �p from the Departznenl of Planning and Development, Frederick Co ty, � irgiaia: 75 A 91 K 75 • A• - 89- COMMONWEALTH OF VIRGINIA 811 COMMERCE RD GLAIZE DEVELOPMENTS INC PO BOX 888 STAUNTON VA 24401.9029 WINCHESTER VA 22604-0888 75 • A• . 91-C HODGSON CONSTRUCTION LLC 75 A 92 221 COMMONWEALTH CT GLAIZE DEVELOPMENT CORP WINCHESTER VA 22602.5347 PO BOX 888 WINCHESTER VA 22604.0888 63 . A• - 86•A 75 -5• . 10• H P HOOD INC ORANGE PARTNERS LLC 6 KIMBALL LN STE 400 500 PEGASUS CT LYNNFIELD MA 01940.2685 WINCHESTER VA 22602.4596 63 - 2- - A- SHENANDOAH GAS COMPANY 75 -5- - 3- WAS BLANK ADDRESS NERANGIS PROPERTIES LLC 107 N KENT ST 500 PEGASUS CT WINCHESTER VA 22601.5039 WINCHESTER VA 22602.4596 63 - 2- - B. 75 • 5- . B. FOXTRAP LLC COMMONWEALTH OF VIRGINIA 1756 APPLE PIE RIDGE RD DEPARTMENT OF TRANSPORTATION WINCHESTER VA 22603.3307 2275 NORTHWESTERN PIKE WINCHESTER VA 22603.3955 75 . A- - 10-B _ WINCHESTER-81 L L C CIO URQUHART & CO 14144 WALTON DR MANASSAS VA 20112.3701 A\4iiclhlae�,(Ruddy, Deputy Planning Director Frederick County Planning Department STATE OF VIRGINIA COUNTY OF FREDERICK I, �-r O mlo �� ���%tCC , a Notary Public in and for the State and County aforesaid, do hereby certify that JAichael T. Ruddy, Deputy Planning Director for the Department of Planing and Development, whose name is signed to the foregoing, dated I I I >-,-I 1 l9 , has personally appeared before me and acknowledged the same in my State and County aforesaid. Given under my hand this 1 3 day of 1 0 My commission expires on NOT • � I A!Ak�UPT5.H NOTARY PHLIC COMMONWEALTH of VIRGINIA MY COMMISSION EXPIRES DECEMBER 31, 2017 V�Y.T 63 - A- - 116- RUSSELL JOHN C JR RUSSELL FRANCES L 285 CALDWELL LN WINCHESTER VA 22602.4404 75 - A- - 93- HALDEMAN PAUL M JR TRUSTEE FIRST BANK TRUSTEE PO BOX 2751 WINCHESTER VA 22604 64 - A- - 24- HALDEMAN PAUL M JR TRUSTEE FIRST BANK TRUSTEE PO BOX 2751 WINCHESTER VA 22604 76 - A. - 13- ARTRIP W F JR 1726 FRONT ROYAL PIKE WINCHESTER VA 22602.4417 75 - A- - 99-A WINCHESTER ARTRIP LLC CIO THE TOWER COMPANIES 2000 TOWER OAKS BLVD FL 9 ROCKVILLE MD 20852.4282 75 - A- - 97- GLAIZE DEVELOPMENTS INC 112 E PICCADILLY ST WINCHESTER VA 22601 75G - 5.413- 136- TENNEY KARLSTEPHEN 324 CHINKAPIN OR STEPHENS CITY VA 22655.2377 75 - A- - 84- MERVCORE LLC 432 EBENEZER CHURCH RD GORE VA 22637-2004 75 - A- - 88- JOHNSON SHARON 266 PICKET LN STEPHENS CITY VA 22655.6008 75 - A- - 87-B HEATH RONALD NORWOOD PO BOX 309 STEPHENS CITY VA 22655.0309 75 - A- - 87-A HALBERSMA ROSS L HALBERSMA PATRICIA A 176 PICKET LN STEPHENS CITY VA 22655.6007 75 - 1- - A- FREDERICK COUNTY SANITATION AUTHORITY 107 N KENT ST WINCHESTER VA 22601.5039 75 4- 1 BRUBA E' NTERPRISES LTD PR 3407 CEDAR CREEK GRADE WINCHESTER VA 22602.2750 0 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 ADVERTISEMENT - LEGAL AD TO: Winchester Star - Advertising Department FOR PUBLICATION: Wednesday, December 23, 2016 and Wednesday, December 30, 2016 TYPE OF AD: Legal Ad cK °� DATE: December 18, 2015 NOTICE OF PUBLIC HEARING The Frederick County Planning Commission on Wednesday, January 6, 2016 at 7:00 p.m. Frederick County Administration Building a Winchester, Virginia, to consider the following: t will hold a public hearing in the Board Room of the 107 North Kent Street, v ye,u ,, 58 ?a RP4a, 2 PUBLIC HEARING �� d Rezoning #012-15 CROSSPOINTE CENTER submitted by Pe revise proffers associated with Rezoning #13-03. .TThe properties are located east and adjacent to 1-81 Exit 310 Intercl are identified with Property Identification Numbers 75-A-89, 75-A- 92, 75-A-95, 75-A-96 and a portion of 75-A-90 a - - 4 in the District. ft -a skip ho C- cA ci,v- 4 qi ( � AC(aQ (tit, 6kc' I 0 U PL% 72't7 ac� 2 fu RP - a VV\.e1VL15C -ice nnoni Associates, to ianglf The properties 75-A-91, 75-A- Shawnee Magisterial 1- Q„nz INFORMATION/DISCUSSION ITEM 2016-2017 Capital Improvement Plan (CIP). The CIP is a prioritized list of capital projects requested by various County Departments and Agencies. The Plan is created as an informational component of the 2030 Comprehensive Plan. Interested citizens may appear before the Planning Commission to speak on the above items. A copy of the agenda will be available at the Handley Library and the Bowman Library the week of the meeting. Further information, including a copy of the agenda, 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 may be obtained at the Department of Planning and Development, 107 North Kent Street, Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.fcva.us/PCa Jeg ndas. u • COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Pax: 540/ 665-6395 NOTIFICATION OF PUBLIC HEARING December 22, 2015 TO: THE APPLICANT(S) AND/OR ADJOINING PROPERTY OWNER(S) RE: REZONING APPLICATION #12-15 FOR CROSSPOINTE CENTER On belialf of the Frederick County Planning Commission, you are hereby notified of a public hearing being held on Wednesday, January 6, 2016 at 7:00 p.m. in the Board Room of the Frederick County Administration Building at 107 North Kent Street, Winchester, Virginia to consider the following application: Rezoning #012-15 CROSSPOINTE CENTER submitted by Pennoni Associates, to rezone 58.30+/- acres from RP (Residential Performance) District to 132 (General Business) District and 72.47+/- acres from 132 (General Business) District to RP (Residential Performance) District within the Crosspointc Center development, Rezoning # 13-03, and to amend the proffers associated with Rezoning #13-03. The properties are located east and adjacent to I- 81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. The properties are identified with Property Identification Numbers 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96 and a portion of 75-A-90 and 75-A-94 in the Shawnee Magisterial District. A copy of the application will be available for review at the Handley Library and the Bowman Library the week of the meeting or at the Department of Planning and Development located at 107 North Kent Street in Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.fcva.us. Sincerely, Michael T. Ruddy, AICP Deputy Director MTR/pd 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 This s to certify ?at the atiachcd correspondence was inailcd to the follovv-ing on �j from the Department of Plaruiing an.d De-,,elopment Frederick Count ,, Virginia: 75 -A- - 10-B WINCHE3TER-81 L L C 75 - A- . 89. CIO URQUHART & CO GLAIZE DEVELOPMENTS INC 14144 WALTON DR PO BOX 888 MANASSAS VA 20112.3701 WINCHESTER VA 22604.0888 75 -A- - 91-K COMMONWEALTH OF VIRGINIA 75 -A- - 92- 811 COMMERCERD GLAIZE DEVELOPMENT CORP STAUNTON VA 24401.9029 PO BOX 888 WINCHESTER VA 22604.0888 75 -A- • 91-C HODGSON CONSTRUCTION LLC 221 COMMONWEALTH CT 75 - 5. - 10. WINCHESTER VA 22602.5347 ORANGE PARTNERS LLC 63 - A- - 86-A 500 PEGASUS CT H P HOOD INC WINCHESTER VA 22602-4596 6 KIMBALL LN STE 400 75 -5- - 3- LYNNFIELD MA 01940.2685 NERANGIS PROPERTIES LLC 500 PEGASUS CT 63 - 2- - A- WINCHESTER VA 22602.4596 SHENANDOAH GAS COMPANY WAS BLANK ADDRESS 75 -5- - B. 107 N KENT ST COMMONWEALTH OF VIRGINIA WINCHESTER VA 22601.5039 DEPARTMENT OF TRANSPORTATION 2275 NORTHWESTERN PIKE WINCHESTER VA 22603.3955 r 63 -2- - B- FOXTRAP LLC 1756 APPLE PIE RIDGE RD Michael T. Ruddy, Deputy Planning Director l WINCHESTER VA 22603.3307 Frederick County Planning Department STATE OF NTIRGII\'IA COUNTY OF FREDERICK a Notary Public in and for the State and County aforesaid, do hereby certify that Michael T. Ruddy, Deputy Planning Director for the Department of planning and Development, whose name is signed to the foregoing, dated 1�W--5 %S , has personally appeared before me and acknowledged the same in my State and County aforesaid. Given under my hand this a day of My commission expires on �A� \1-)1(A_i 0), cl--� � NOTARY PUBLIC PAMALA DEETER ninTARY PUBLIC Rt. 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WINCHESTER-811L C CIO URQUHART & CO 14144 WALTON DR MANASSAS VA \ 20112.3701 75 -A- - 10-D WINCHESTER-81 L L C CIO URQUHART & CO 14144 WALTON DR MANASSAS VA 20112.3701 75 -A- - 10-D WINCHESTER-81 L L C CIO URQUHART & CO 14144 WALTON OR MANASSAS VA 20112.3701 Etiquettes faciles h peler A Utilisez le gabarit AVERY® 51610 Sens de chargement Repliez h la hachure afin de www.avery.com r6v6ler le rebord Pop-up''c 1-800-GO-AVERY Easy Peel® Labels A — Bend along line to �ARV05961® Use Avery® Template 5161(D Paper - expose Po* EdgeT'^ � j 64 - A- - 24- HA�LDEMAN PAUL M JR TRUSTEE FIRS' BANK TRUSTEE PO 1301,2751 WINCHES VA 22604 64 - A- - 24- FIRST B AN P RU M JR U� STEE FIRST BANK TRUSTEE PO BOX 2751 WINCHESTER VA 22601 ttiquettes faciles a peter G i Repliez A la hachure afin de www.avery.com Utilisez le gabarit AVERY® 51610 Sens de chargement r6v6ler le rebord Pop-upm' 1-800-GO-AVERY Yl r'1 15 9 e9A 91 9 � To: Barbara -Data Processing 1 , I From: Pam -Planning Dept. 1 qJ 9� � Pleas print `� sets of labels by 12 2 1 1 1_� Thanks! Adjoining Property Owners Crosspointe Center Name Address Property Identification Number PIN Name: Orange Partners LLC 621 W. Jubal Early Dr, Suite D Property#: 75-5-10 Winchester, VA 22601 Name: Nerangis Properties LLC 621 W Jubal Early Dr, Suite D Property #: 75-5-3 Winchester, VA 22601 Name: Commonwealth of VA, Department of Transportation 2275 Northwestern Pike Property #: 75-5-B Winchester, VA 22603 Name: Winchester-81 LLC C/O Urquhart 8 Co 14144 Walton Dr Property #: 75-A-108, 75-A-10C, 75-A-10D Manassas, VA 20112 Name: Commonwealth of Virginia 811 Commerce Rd Property #: 75-A-91K Staunton, VA24401 Name: Hodgson Construction LLC 221 Commonwealth Ct Property #: 75-A-91C Winchester, VA 22602 Name: H P Hood Inc 6 Kimball Ln, Ste 400 Property #: 63-A-86A L nnfield ma 01940 Name: Shenandoah Gas Company 350 Hlllandale Lane Property #: 63-2-A Winchester, VA 22602 Name: Foxtrap LLC 1756 Apple Pie Ridge Rd Property #: 63-2-B Winchester, VA 22603 Name: John C Russell Jr 8 Frances L Russell 285 Caldwell Ln Property #: 63-A-116 Winchester, VA 22602 Name: Paul M Haldeman Jr Trustee, First Bank Trustee PO Box 2751 Property #: 75-A-93, 64-A-24 Winchester, VA 22604 Name: W F Artrip Jr 1726 Front Royal Pike Property #: 76-A-13 Winchester, VA 22602 Name: Winchester Artrip LLC 2000 Tower Oaks Blvd, FI 9 Property #: 75-A-99A Rockville, MD 20852 Name: Glatze Developments 112 E Piccadilly St Pro #: 75-A-97 Winchester, VA 22601 Name: Karl Stephen Tenney 324 Chinkapin Dr Property #: 75G 54B 136 Ste hens C , VA 22655 Name: Mervcore LLC 432 Ebenezer Church Rd Property #: 75-A-84 Gore VA 22637 Name: Sharon Johnson 266 Pickett Ln Property #: 75-A-88 Ste hens C' VA 22655 Name: Ronald Norwood Heath PO Box 309 #: 75-A-8713 Stephens C , VA 22655 -Property Name: Ross L 8 Patricia A Halbersma 176 Picket Ln -Property #: 75-A-87A Ste hens Cit , VA 22655 r Name Address Property Identification Number PIN Name: Frederick County Sanitation Authority PO Box 1877 Property#: 75-1-A Winchester, VA 22604 Name: Brubaker Enterprises LTD PR 3407 Cedar Creek Grade Property #: 75-4-1 Winchester, VA 22602 Name: Property #: Name: Property #: Name: Property #: Name Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name. - Property #: Name: Property #: Name: Property #: Name: -Property#: Name: Pro ert #: .-�5- MA 9+ 91 qJ q(0 --) , -A �o Adjoining Proper", Owners Crosspointe Center Name Address Property Identification Number PIN Name: Orange Partners LLC 621 W Jubal Early Dr, Suite D Property #: 75-5-10 Winchester, VA 22601 Name: Nerangis Properties LLC 621 W. Jubal Early Dr, Suite D Property #: 75-5-3 Winchester, VA 22601 Name: Commonwealth of VA. Department of Transportation 2275 Northwestern Pike Property#: 75-5-B Winchester, VA 22603 Name: Winchester-81 LLC C/O Urquhart & Co 14144 Walton Dr Property #: 75-A-10B, 75-A-10C, 75-A-10D Manassas, VA 20112 Name: Commonwealth of Virginia 811 Commerce Rd Property #: 75-A-91 K Staunton, VA 24401 Name: Hodgson Construction LLC 221 Commonwealth Ct Property #: 75-A-91C Winchester, VA 22602 Name: H P Hood Inc 6 Kimball Ln, Ste 400 Property #: 63-A-86A L nnfield ma 01940 Name: Shenandoah Gas Company 350 Hillandale Lane Property #: 63-2-A Winchester, VA 22602 Name: Foxtrap LLC 1756 Apple Pie Ridge Rd Property #: 63-2-B Winchester, VA 22603 Name: John C Russell Jr & Frances L Russell 285 Caldwell Ln Property #: 63-A-116 Winchester, VA 22602 Name: Paul M Haldeman Jr Trustee, First Bank Trustee PO Box 2751 Property #: 75-A-93, 64-A-24, Winchester, VA 22604 Name: W F Artrip Jr 1726 Front Royal Pike Property #: 76-A-13 Winchester, VA 22602 Name: Winchester Artrip LLC 2000 Tower Oaks Blvd, FI 9 Property #: 75-A-99A Rockville, MD 20852 Name: Glaize Developments 112 E Piccadilly St Property #: 75-A-97 Winchester, VA 22601 Name: Karl Stephen Tenney 324 Chinkapin Dr Property #: 75G 54B 136 Ste hens C , VA 22655 Name: Mervcore LLC 432 Ebenezer Church Rd Property #: 75-A-84 Gore VA 22637 Name: Sharon Johnson 266 Pickett Ln Property #: 75-A-88 Ste hens Cit , VA 22655 Name: Ronald Norwood Heath PO Box 309 Property #: 75-A-87B Stephens City , VA 22655 Name: Ross L & Patricia A Halbersma 176 Picket Ln Property #: 75-A-87A Ste hens C , VA 22655 u;.E� 0 Name Address Property Identification Number PIN Name Frederick County Sanitation Authority PO Box 1877 Property # 75-1-A Winchester. VA 22604 Name Brubaker Enterprises LTD PR 3407 Cedar Creek Grade Property # 75-4-1 Winchester. VA 22602 Name Property # Name Property #: Name Property #: Name Property # Name: Property #: Name: Property #: Name: Property #: Name: Property # Name: Property#: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property #: Name: Property 0 10 `n N s REQUESTING AGENT: DEPT. OF GEOGRAPHIC INFORMATION SYSTEMS FREDERICK COUNTY, VIRGINIA N � GIS, MAPPING, GRAPHICS WORK REQUEST DATE RECEIVED: 2 I REQUESTED COMPLETION DATE: 7 Department, Agency, or Company:_ Mailing and/or Billing Address: Telephone;: E-mail Address: ESTIMATED COST OF PROJECT: FAX: DESCRIPTION OF REQUEST: (Write additional information on back of request) MAI 15,A-(10 ,A_q(d DIGITAL: SIZES: COLOR: PAPER: FAX: E-MAIL: BLACK/WIRTE: NUMBER OF COPIES: STAFF MEMBER: COMPLETION DATE: MATERIALS: DATE OF PICK-UP/DELIVERY: AMOUNT DUE: AMOUNT BILLED: METHOD OF PAYMENT: HOURS REQUIRED: AMOUNT PAID: CHECK NON Frederick County GIS, 107 North Kent Street, Winchester, VA 22601, (540)665-5651) 0 11 COUNTY of FREDERICK Department of Planning and Development 540/665-5651 Fax: 540/665-6395 NOTIFICATION OF PUBLIC HEARING January 13, 2016 TO: THE APPLICANTS) AND/OR ADJOINING PROPERTY OWNER(S) RE: REZONING APPLICATION #12-15 FOR CROSSPOINTE CENTER On behalf of the Frederick County Board of Supervisors, you are hereby notified of a public hearing being licld on Wednesday, January 27, 2016 at 7:00 pan. in the Board Room of the Frederick County Administration Building at 107 North Kent Street, Winchester, Virginia to consider the following application: Rezoning #012-15 CROSSPOINTE CENTER submitted by Pennoni Associates, to rezone 58.30+/- acres from RP (Residential Performance) District to 132 (General Business) District and 72.47+/- acres from 132 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning #13-03, and to amend the proffers associated with Rezoning #13-03. The properties are located east and adjacent to I- 81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. The properties are identified Nvith Property Identification Numbers 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96 and a portion of 75-A-90 and 75-A-94 in the Shawnee Magisterial District. A copy of the application will be available for review at the Handley Library and the Bowman Library the week of the meeting or at the Department of Planning and Development located at 107 North Kent Street in Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.fcva.us. Sincerely, Michael T. Ruddy, AICP Deputy Director MTR/pd 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 13 z, i P-1 6 L 75 - I- - A- FREDERICK COUNTY SANITATION AUTHORITY WiT-&T- EB 1 7 2016 10 CL COUNTY of FREDERJCK Department of Planning and Development 540/ 665-5651 Fax: 540/ 665-6395 NOTIFICATION OF PUBLIC HEARING December 22, 2015 TO: THE APPLICANT(S) AND/OR ADJOINING PROPERTY OWNER(S) RE: REZONING APPLICATION #]2-15 FOR CROSSPOINTE CENTER On behalf of the Frederick County Planning Commission, you are hereby notified of a public hearing being held on Wednesday, January 6, 2016 at 7:00 p.m. in the Board Room of the Frederick County Administration Building at 107 North Kent Street, Winchester, Virginia to 1 consider the following application: T Rezoning #012-15 CROSSPOINTE CENTER submitted by Pennoni Associates, to rezone 58.30+/- acres from RP (Residential Performance) District to B2 (General Business) District and 72.47+/- acres from 132 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning #13-03, and to amend the proffers associated with Rezoning 1113-03. The properties are located east and adjacent to I- 81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. The properties are identified with Property Identification Numbers 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96 and a portion of 75-A-90 and 75-A-94 in the Shawnee Magisterial District. A copy of the application will be available for review at the Handley Library and the Bowman Library the week of the meeting or at the Department of Planning and Development located at 107 North Kent Street in Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.fcva.us. Sincerely, ' GA - Michael T. Ruddy, AICP Deputy Director MTR/pd 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 COUNTY of FREDERICK s I Department of Planning & Development J107 North Kent Street, Suite 202 Winchester, Virginia 22601 75 . 1.. A FREDERICK COUNTY SANITATION AUTHORITY ^� ;7 r= D? 1 S 27,7 u N a i= i v 1 1 1C: ZZ15aa9 DU 55?S- a S 0 �J Document Approval Form DEC 1 1 2015 PLEASE REVIEW THE ATTACHED DOCUMENT. IF THIS DOCUMENT MEETS YOUR APPROVAL PLEASE INITIAL AND PROVIDE THE DATE AND TIME OF YOUR APPROVAL. IF THIS DOCUMENT DOES A'OT A1EET YOUR APPROVAL, PLEASE PRO VIDE COAIAIEA'TS AS TO NIHA T YO U WOULD LIKE TO IIA VE COMPLETED. Initials Date & Time Candice Mark Dave Ed Mike J0 1111---) COMMENTS: Cho C ( Received b Clerical Staff (Date & Time): Y It/ V (S:Office on Blackboa\Forms�Document Approval Form — 12/27/13) DEC 1 6 2015 Document Approval Form PLEASE REVIEW THE ATTACHED DOCUMENT. Il+ THIS DOCUMENT MEETS YOUR APPROVAL PLEASE INITIAL AND PROVIDE THE DATE AND TIME OF YOUR APPROVAL. IF THIS DOCUMENT DOES A10T A1EET YOUR APPRO 1IAL, PLEASE PRO TIIDE COMAIE,AITSAS TO WHAT I"OU JI'OULD LIKE TO IIA 11E COMPLETED. Candice Mark Dave Eric 'Mike John COMMENTS: Initials Date & Time L-2 6 r S CC dd /, / 1,C)t C� Received by Clerical Staff (Date & Time): (S:Office on Blackbox\Forms\Document Approval Form — 12/27/13) 3 BB&T 026 LAIZED"E'VELOPMENTS, INC.- VvINCHESTER,VA22601 - P.O. BOX 888 68-4261514' WINCHESTER, VA 22604-0888 2 l2a5g_Ql�i_ (540) 662-209 PAY TO THE o ORDER OF County of Frederick 1 12,734.00 Twelve Thousand Seven Hundred Thirty -Four and 00/100—"' DOLLARS amp G 7: Pool'% _:R'0'-�Box74 8 re �7M err ifi 6ld','-- VA.22 116-7418 O_ MEMo-'.'-lw.--.---. 1100030223 1" 1:0 5 14042 E30i:0D00 IS923 23 P= 7 NOTES RECEIPT DATE - NO. 9 8'_3 3 296 FROM C., RECEIVED C, X- '::6 DC LD e A _t V Vf3 0- ADDRESS TLU co s fv _10—e ro 55 pn (:ji'F_ -, p,E 2cy---� A - FOR ACCOUNT ANIT. OF HOW PAID CASH c-I c,,-,cl C"I ACCOUNT AMT. '30 CHECK 3c�)�3 PAID BALANCE DUE NiONEY ORDER (LD2001 �=)Rm nR 81-818 COUNTY of FREDERICK Department of Planning and Development 540/ 665-5651 Fax: 540/665-6395 NOTIFICATION OF PUBLIC HEARING December 22, 2015 TO: THE APPLICANTS) AND/OR ADJOINING PROPERTY OWNER(S) RE: REZONING APPLICATION #12-15 FOR CROSSPOINTE CENTER On belialf of the Frederick County Planning Commission, you are hereby notified of a public hearing being held on Wednesday, January 6, 2016 at 7:00 p.m. in the Board Room of the Frederick County Administration Building at 107 North Kent Street, Winchester, Virginia to consider the following application: Rezoning #012-15 CROSSPOINTE CENTER submitted by Pennoni Associates, to rezone 58.30+/- acres from RP (Residential Performance) District to 132 (General Business) District and 72.47+/- acres from B2 (General Business) District to RP (Residential Performance) District within the Crosspointe Center development, Rezoning #13-03, and to amend the proffers associated with Rezoning #13-03. The properties are located east and adjacent to I- 81 Exit 310 Interchange, and adjacent to Tasker Road and Hillandale Lane. The properties are identified with Property Identification Numbers 75-A-89, 75-A-89A, 75-A-91, 75-A-92, 75-A-95, 75-A-96 and a portion of 75-A-90 and 75-A-94 in the Shawnee Magisterial District. A copy of the application will be available for review at the Handley Library and the Bowman Library the week of the meeting or at the Department of Planning and Development located at 107 North Kent Street in Winchester, Virginia, or by calling (540) 665-5651. You can also visit us on the web at: www.fcva.us. Sincerely, Michael T. Ruddy, AICP Deputy Director MTR/pd 107 North Kent Street, Suite 202 • Winchester, Virginia 22601-5000 COUNTY of FREDERICK s) Department of Planning & Development 107 North Kent Street, Suite 202 4A'inchester, Virginia 22601 DEC ? 2015 63 - 2- - A- SHENANDOAH GAS COMPANY WAS BLANK ADDRESS 107 N KENT ST WINCHESTER VA 22601-5039